As filed with the Securities and Exchange Commission on December
22, 2005
Registration No. 333-20951
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INTEL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-1672743
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2200 MISSION COLLEGE BLVD.
SANTA CLARA, CA 95054-1549
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(Address of Principal Executive Offices) (Zip Code)
INTEL PUERTO RICO RETIREMENT SAVINGS PLAN
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(Full Title of the Plan)
CARY I. KLAFTER, ESQ.
VICE PRESIDENT AND SECRETARY
INTEL CORPORATION
2200 MISSION COLLEGE BLVD.
SANTA CLARA, CA 95054-1549
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(Name and Address of Agent for Service)
(408) 765-8080
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(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
RONALD O. MUELLER, ESQ.
GIBSON, DUNN & CRUTCHER LLP
1050 CONNECTICUT AVENUE, N.W. SUITE 300
WASHINGTON, DC 20036
(202) 955-8500
EXPLANATORY NOTE
Intel Corporation ("Intel") registered 50,000 shares of its
common stock for issuance under the Intel Puerto Rico Retirement
Savings Plan (the "Plan") pursuant to a Registration Statement on
Form S-8 (File No. 333-20951) filed with the Securities and
Exchange Commission ("SEC") on February 3, 1997 and Post
Effective Amendment No. 1 to the Registration Statement on Form S-
8 filed with the SEC on November 19, 1998. Under the
Registration Statement, the Plan also registered an indeterminate
number of Plan interests. This Post-Effective Amendment No. 2 is
being filed to deregister all Plan interests and the shares of
Intel common stock reserved for issuance under the Plan that have
not yet been issued.
Accordingly, Intel hereby withdraws from registration under
the Registration Statement of Form S-8 all Plan interests and the
shares of its common stock that have not been and will not be
issued under the Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has
duly caused this Post-Effective Amendment No. 2 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa
Clara, State of California, on this 22nd day of December, 2005.
INTEL CORPORATION
By: /s/ Andy D. Bryant
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Andy D. Bryant
Executive Vice President,
Chief Financial and
Enterprise Services Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 2 to the Registration Statement
has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
* December 22,
Chairman of the Board and 2005
Craig R. Barrett Director
December 22,
/s/ Paul S. Otellini President, Chief Executive 2005
Paul S. Otellini Officer and Director
Director
Charlene Barshefsky
* December 22,
Director 2005
E. John P. Browne
December 22,
/s/ Andy D. Bryant Executive Vice President, 2005
Andy D. Bryant Chief Financial officer
and Principal Accounting
Officer
* December 22,
Director 2005
D. James Guzy
Director
Reed E. Hundt
Director
James D. Plummer
Director
David S. Pottruck
* December 22,
Director 2005
Jane E. Shaw
Director
John L. Thornton
* December 22,
Director 2005
David B. Yoffie
* By: /s/ Andy D. Bryant
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Name: Andy D. Bryant
Title: Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the Intel Puerto Rico Retirement Savings Plan has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Santa Clara, State of California, on December 22, 2005.
INTEL PUERTO RICO RETIREMENT SAVINGS PLAN
By: /s/ Andy D. Bryant
Andy D. Bryant
Executive Vice President,
Chief Financial Officer and
Principal Accounting Officer