As filed with the Securities and Exchange Commission on May 2, 2001
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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LATTICE SEMICONDUCTOR CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 93-0835214
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5555 N.E. Moore Court
Hillsboro, Oregon 97124-6421
(Address of Principal Executive Offices, including Zip Code)
-------------------------
Integrated Intellectual Property, Inc.
1997 Stock Plan
- and -
Integrated Intellectual Property, Inc.
2001 Stock Plan
(Full title of the plans)
-------------------------
Stephen A. Skaggs
Chief Financial Officer
LATTICE SEMICONDUCTOR CORPORATION
5555 N.E. Moore Court
Hillsboro, Oregon 97124-6421
(503) 268-8000
(Name, address and telephone number of agent for service)
-------------------------
Copy to:
John A. Fore, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
-------------------------
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Offering Amount of
be Registered Registered(1) Per Share(2) Price Registration Fee
Common Stock, 52,017 $1.88 $97,792 $24.45
$0.01 par value per share
Common Stock, $0.01 par value per 171,259 $11.89 $2,036,270 $509.07
share
Total: 223,276 $2,134,062 $533.52
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(1) On March 16, 2001, the Registrant completed the acquisition of Integrated
Intellectual Property, Inc., a California corporation ("I2P"). In
connection with the aquisition, the Registrant assumed the obligations
under (a) I2P's 1997 Stock Plan and is obligated to issue up to 52,017
shares of common stock of the Registrant upon the exercise of stock options
outstanding under such plan on the date the acquisition of I2P was
consummated and (b) I2P's 2001 Stock Plan and is obligated to issue
up to 171,259 shares of common stock of the Registrant upon the exercise of
stock options outstanding under such plan on the date the acquisition of
I2P was consummated. The Registrant does not anticipate issuing any
additional stock options under either of the plans.
(2) The Proposed Maximum Offering Price Per Share was estimated in accordance
with Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), under which rule the per share price is estimated by
reference to the exercise price of the securities, which exercise price is
$1.88 with respect to 52,017 of the securities and $11.89 with respect to
171,259 of the securities.
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REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended. These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meet the requirements of Section 10(a) of the Securities Act of
1933, as amended.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by Lattice Semiconductor
Corporation (the "Company") are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 2000, filed on March 26, 2001.
(b) The Company's Proxy Statement for its 2001 Annual Meeting of
Stockholders, filed on March 23, 2001.
(c) The description of the Company's Common Stock which is contained
in the Company's Registration Statement on Form 8-A filed with
the Commission on September 27, 1989, including any amendment or
report filed for the purpose of updating any such description.
(d) All other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), since the end of the fiscal year
covered by the annual report referred to in (a) above.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the common stock registered hereby will
be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Palo Alto, California. Larry W. Sonsini, one of our directors and a
partner of Wilson Sonsini Goodrich & Rosati, beneficially owned 76,860 shares of
our common stock at April 20, 2001, including 67,500 shares subject to options
exercisable within 60 days of that date.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation, as amended (the
"Certificate"), limits, to the maximum extent permitted by the General
Corporation Law of the State of Delaware ("Delaware Law"), as the same exists or
may hereafter be amended, the personal liability of directors for monetary
damages for their conduct as a director. The Company's Bylaws provide that the
Company shall indemnify its officers and directors and may indemnify its
employees and other agents to the fullest extent permitted by law against
expenses, including attorneys fees, judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with any proceeding
arising out of their status as our agent. The Company's Bylaws also allow us to
purchase and maintain insurance on behalf of any person who is or was one of our
directors, officers, employees or agents against any liability arising out of
the person's status as such, whether or not we would have the power to indemnify
the person under Delaware Law.
Section 145 of the Delaware Law provides that a corporation may
indemnify a director, officer, employee or agent made a party to an action by
reason of the fact that he was a director, officer, employee or agent of the
corporation or was serving at the request of the corporation against expenses
actually and reasonably incurred by him in connection with such action if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and with respect to any
criminal action, had no reasonable cause to believe his conduct was unlawful.
Delaware Law does not permit a corporation to eliminate a director's
duty of care, and the provisions of the Company's Certificate have no effect on
the availability of equitable remedies such as injunction or rescission, based
upon a director's breach of the duty of care. Insofar as indemnification for
liabilities arising under the Securities Act, may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the staff of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------- ------------
4.1 Integrated Intellectual Property, Inc. 1997 Stock Plan.
4.2 Integrated Intellectual Property, Inc. 2001 Stock Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the
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EXHIBIT
NUMBER DESCRIPTION
------- ------------
Company.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Company (see Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10 (a)(3) of
the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes, that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange
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Commission, such indemnification is against public policy as expressed in
the Exchange Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Exchange Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hillsboro, State of Oregon, on this
2nd day of May, 2001.
LATTICE SEMICONDUCTOR CORPORATION
By: /s/ CYRUS Y. TSUI
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Cyrus Y. Tsui
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Cyrus Y. Tsui and Stephen A.
Skaggs, and each of them acting individually, as his attorney-in-fact, each with
full power of substitution, for him in any and all capacities, to sign any and
all amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or any substitute, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ------- -----
/s/ CYRUS Y. TSUI President, Chief Executive Officer May 2, 2001
--------------------------- (Principal Executive Officer) and
Cyrus Y. Tsui Chairman of the Board of Directors
/s/ STEPHEN A. SKAGGS Senior Vice President, Chief Financial
--------------------------- Officer (Principal Financial Officer)
Stephen A. Skaggs and Secretary May 2, 2001
/s/ MARK O. HATFIELD Director May 2, 2001
---------------------------
Mark O. Hatfield
/s/ DANIEL S. HAUER Director May 2, 2001
---------------------------
Daniel S. Hauer
/s/ HARRY A. MERLO Director May 2, 2001
---------------------------
Harry A. Merlo
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SIGNATURE TITLE DATE
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/s/ LARRY W. SONSINI Director May 2, 2001
---------------------------
Larry W. Sonsini
/s/ SOO BOON KOH Director May 2, 2001
---------------------------
Soo Boon Koh
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LATTICE SEMICONDUCTOR CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Integrated Intellectual Property, Inc. 1997 Stock
Plan.
4.2 Integrated Intellectual Property, Inc. 2001 Stock
Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Counsel to the Company.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Counsel to the Company
(see Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
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