form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
8-K
______________
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 11,
2009
______________
INTEL
CORPORATION
(Exact
name of registrant as specified in its charter)
______________
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Delaware
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000-06217
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94-1672743
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(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification No.)
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2200
Mission College Blvd., Santa Clara, California 95054-1549
(Address
of principal executive offices) (Zip Code)
(408)
765-8080
(Registrant’s
telephone number, including area code)
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
November 11, 2009, Intel Corporation (Intel) and Advanced Micro Devices, Inc.
(AMD) entered into a comprehensive agreement to end all outstanding litigation
between the parties, including antitrust litigation and patent cross license
disputes (the “Settlement Agreement”). Intel agreed to pay $1.25
billion to AMD as consideration for the settlement within thirty
days.
Under the
terms of the Settlement Agreement, AMD agreed to drop all pending litigation
against Intel, including the case in the U.S. District Court in Delaware and the
two cases pending in Japan. AMD also agreed to withdraw all of its regulatory
complaints against Intel worldwide. AMD and Intel obtained patent
rights from a new 5-year cross license agreement, and AMD and Intel relinquished
any claims of breach from the previous license agreement. Intel also entered
into a license agreement with Global Foundries, Inc., a manufacturing entity
formed by AMD and Advanced Technology Investment Company. The parties
agreed that the settlement was intended solely as a compromise of disputed
claims, and was not to be understood as a concession or determination that
either party has engaged in any wrongdoing.
The above
description of the material terms of the Settlement Agreement is qualified in
its entirety by reference to the text of the agreement, which
is Exhibit 10.1 to this Current Report on Form 8-K.
Further
information regarding the disputes between Intel and AMD that were resolved
pursuant to the Settlement Agreement is set forth in Note 24: Contingencies;
Legal Contingencies, in the Notes to Consolidated Condensed Financial Statements
of Intel’s Form 10-Q for the quarter ending September 26, 2009, filed on
November 2, 2009.
Item
7.01 Regulation FD Disclosure.
On
November 12, 2009, Intel and AMD issued a joint press release regarding the
litigation settlement. The press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K. Also on November 12, 2009, Intel
issued a press release regarding an update to forward-looking expectations
relating to the fourth quarter of 2009. The press release is
furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item
9.01 Financial
Statements and Exhibits.
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(d)
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Exhibits.
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The
following exhibit is filed as part of this Report:
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Exhibit Number
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Description
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10.1
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Settlement
Agreement between Advanced Micro Devices Inc. and Intel Corporation, dated
November 11, 2009
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99.1
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Joint
Press Release of Intel Corporation and Advanced Micro Devices Inc., dated
November 12, 2009
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99.2
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Press
Release of Intel Corporation, dated November 12,
2009
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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INTEL
CORPORATION
(Registrant)
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/s/
Cary I. Klafter
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Date:
November 12, 2009
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Cary
I. Klafter
Corporate
Secretary
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