As filed with the Securities and Exchange Commission
on May 2, 2001
Registration No. 333-
________________________________________________________________________________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
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 NUMBER)
5555 N.E. MOORE COURT
HILLSBORO, OREGON 97124-6421
(503) 268-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
__________________
STEPHEN A. SKAGGS
CHIEF FINANCIAL OFFICER
LATTICE SEMICONDUCTOR CORPORATION
5555 N.E. MOORE COURT
HILLSBORO, OREGON 97124-6421
(503) 268-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
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
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
__________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE
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Common Stock, $0.01 par value per share 228,973 shares $23.46 $5,371,707 $1,342.93
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(1) The proposed Maximum Offering Price Per Share was estimated pursuant to
Rule 457(c) under the Securities Act of 1933, as amended, under which rule
the per share price is estimated by reference to average of the high
and low prices of the Registrant's common stock on the Nasdaq National
Market on April 26, 2001.
__________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
________________________________________________________________________________
________________________________________________________________________________
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION, DATED MAY 2, 2001
PROSPECTUS
228,973 SHARES
LATTICE SEMICONDUCTOR CORPORATION
COMMON STOCK
_________________
This prospectus relates to 228,973 shares of common stock, $0.01 par
value, of Lattice Semiconductor Corporation that are offered for the accounts of
stockholders of Integrated Intellectual Property, Inc. identified in this
prospectus under the caption "Selling Stockholders." The selling stockholders
are offering all of the shares to be sold in the offering. Lattice will not
receive any of the proceeds from the offering.
Lattice Semiconductor Corporation's Common Stock is traded on the
Nasdaq National Market under the symbol "LSCC." On May 1, 2001, the last
reported sale price for the Common Stock on the Nasdaq National Market was
$24.64 per share.
INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3 TO READ ABOUT RISK FACTORS YOU SHOULD CONSIDER BEFORE BUYING
OUR COMMON STOCK.
_________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_________________
The date of this prospectus is May __, 2001.
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TABLE OF CONTENTS
PAGE
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SUMMARY.......................................................................3
RISK FACTORS..................................................................3
YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS BECAUSE THEY ARE
INHERENTLY UNCERTAIN....................................................9
DIVIDEND POLICY...............................................................9
SELLING STOCKHOLDERS.........................................................10
PLAN OF DISTRIBUTION.........................................................11
OFFICE AND PLACE OF INCORPORATION............................................12
VALIDITY OF COMMON STOCK.....................................................12
EXPERTS......................................................................12
WHERE YOU CAN FIND MORE INFORMATION..........................................12
================================================================================
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST
NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS
AN OFFER TO SELL ONLY THE SHARES OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES
AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN
THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.
SUMMARY
Lattice Semiconductor Corporation designs, develops and markets high
performance programmable logic devices, or PLDs, and related software.
Programmable logic devices are widely used semiconductor components that can be
configured by the end customer as specific logic circuits, and enable the end
customer to shorten design cycle times and reduce development costs. Our
principal executive offices are located at 5555 N. E. Moore Court, Hillsboro,
Oregon 97124-6421, and our telephone number at that location is (503)268-8000.
Unless the context otherwise requires, references in this prospectus to "we,"
"us," "our" and "Lattice" refer to Lattice Semiconductor Corporation and its
consolidated subsidiaries.
On March 16, 2001, pursuant to an Agreement and Plan of Reorganization,
dated as of February 22, 2001, among Lattice, Italy Acquisition Corporation,
Integrated Intellectual Property, Inc., which we refer to as I2P, and Milan C.
Gandhi, as amended by the First Amendment thereto, Italy Acquisition Corporation
merged into I2P and I2P became a wholly-owned subsidiary of Lattice. Each
outstanding share of I2P was converted into a right to receive shares of common
stock of Lattice as provided in the Agreement and Plan of Reorganization.
Lattice agreed, pursuant to a registration rights agreement entered into in
connection with the Agreement and Plan of Reorganization, to register the shares
of Lattice common stock issued in connection with this merger.
RECENT DEVELOPMENTS
On April 19, 2001 we announced our financial results for the first
quarter ended March 31, 2001. For this quarter, revenues were $111.1 million, a
decrease of 26% from last quarter's revenues of $150.8 million, and net income
was $11.3 milllion, or $0.10 per diluted share. For the quarter ended March 31,
2000, revenues were $126.1 million and net income was $104.8 million, or $0.92
per diluted share (including a one-time after tax gain of $92.1 million on
foundry investments).
During our quarter ended March 31, 2001, our cash increased by $14.0
million after routine capital expenditures of $3.9 million. Including March
transactions that settled in April, we repurchased 336,000 shares of our common
stock during our first quarter for $6.2 million. As of March 31, 2001, inventory
increased to $70.2 million and represents more than five months of cost of goods
sold. As of March 31, 2001, total inventory, including inventory held at
distributors, represents seven months of cost of goods sold.
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING
AN INVESTMENT DECISION. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCURS, OUR
BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD BE HARMED. THIS
COULD CAUSE THE TRADING PRICE OF OUR COMMON STOCK TO DECLINE, AND YOU MAY LOSE
ALL OR PART OF YOUR INVESTMENT.
THE CYCLICAL NATURE OF THE SEMICONDUCTOR INDUSTRY MAY LIMIT OUR ABILITY TO
MAINTAIN OR INCREASE REVENUE AND PROFIT LEVELS DURING FUTURE INDUSTRY DOWNTURNS.
The semiconductor industry is highly cyclical, to a greater extent than
other less dynamic or less technology-driven industries. Currently, the industry
is undergoing a cyclical downturn. In the past, our financial performance has
been negatively affected by significant downturns in the semiconductor industry
as a result of:
- the cyclical nature of the demand for the products of semiconductor
customers;
-3-
- general reductions in inventory levels by customers;
- excess production capacity; and
- accelerated declines in average selling prices.
When these or other conditions in the semiconductor industry occur,
there is likely to be an adverse effect on our operating results.
WE MAY BE UNSUCCESSFUL IN DEFINING, DEVELOPING OR SELLING NEW PRODUCTS REQUIRED
TO MAINTAIN OR EXPAND OUR BUSINESS.
As a semiconductor company, we operate in a dynamic environment marked
by rapid product obsolescence. Our future success depends on our ability to
introduce new or improved products that meet customer needs while achieving
acceptable margins. If we fail to introduce these new products in a timely
manner or these products fail to achieve market acceptance, our operating
results would be harmed.
The introduction of new products in a dynamic market environment
presents significant business challenges. Product development commitments and
expenditures must be made well in advance of product sales. The success of a new
product depends on accurate forecasts of long-term market demand and future
technology developments.
Our future revenue growth is dependent on market acceptance of our new
product families and the continued market acceptance of our software development
tools. The success of these products is dependent on a variety of specific
technical factors including:
- successful product definition;
- timely and efficient completion of product design;
- timely and efficient implementation of wafer manufacturing and assembly
processes;
- product performance; and
- the quality and reliability of the product.
If, due to these or other factors, our new products do not achieve
market acceptance, our operating results would be harmed.
OUR FUTURE QUARTERLY OPERATING RESULTS MAY FLUCTUATE AND THEREFORE MAY FAIL TO
MEET EXPECTATIONS.
Our quarterly operating results have fluctuated and may continue to
fluctuate. Consequently, our operating results may fail to meet the expectations
of analysts and investors. As a result of industry conditions and the following
specific factors, our quarterly operating results are more likely to fluctuate
and are more difficult to predict than a typical non-technology company of our
size and maturity:
- general economic conditions in the countries where we sell
our products;
- the timing of our and our competitors' new product introductions;
- product obsolescence;
-4-
- excessive inventory accumulation by our end customers;
- the scheduling, rescheduling and cancellation of large orders by our
customers;
- the cyclical nature of demand for our customers' products;
- our ability to develop new process technologies and achieve volume
production at the new fabs of Seiko Epson, UMC or at other foundries;
- changes in manufacturing yields;
- adverse movements in exchange rates, interest rates or tax rates; and
- the availability of adequate supply commitments from our wafer foundries
and assembly and test subcontractors.
As a result of these factors, our past financial results are not
necessarily a good predictor of our future results.
OUR STOCK PRICE MAY CONTINUE TO EXPERIENCE LARGE SHORT-TERM FLUCTUATIONS.
In recent years, the price of our common stock has fluctuated greatly.
These price fluctuations have been rapid and severe and have left investors
little time to react. The price of our common stock may continue to fluctuate
greatly in the future due to a variety of company specific factors, including:
- quarter-to-quarter variations in our operating results;
- shortfalls in revenue or earnings from levels expected by securities
analysts; and
- announcements of technological innovations or new products by other
companies.
OUR WAFER SUPPLY MAY BE INTERRUPTED OR REDUCED, WHICH MAY RESULT IN A SHORTAGE
OF FINISHED PRODUCTS AVAILABLE FOR SALE.
We do not manufacture finished silicon wafers. Currently, all of our
silicon wafers are manufactured by Seiko Epson in Japan, AMD in the United
States and UMC in Taiwan. If Seiko Epson, through its U.S. affiliate Epson
Electronics America, AMD or UMC significantly interrupts or reduces our wafer
supply, our operating results could be harmed.
In the past, we have experienced delays in obtaining wafers and in
securing supply commitments from our foundries. At present, we anticipate that
our supply commitments are adequate. However, these existing supply commitments
may not be sufficient for us to satisfy customer demand in future periods.
Additionally, notwithstanding our supply commitments we may still have
difficulty in obtaining wafer deliveries consistent with the supply commitments.
We negotiate wafer prices and supply commitments from our suppliers on at least
an annual basis. If any of Seiko Epson, Epson Electronics America, AMD or UMC
were to reduce its supply commitment or increase its wafer prices, and we cannot
find alternative sources of wafer supply, our operating results could be harmed.
Many other factors that could disrupt our wafer supply are beyond our
control. Since worldwide manufacturing capacity for silicon wafers is limited
and inelastic, we could be harmed by significant industry-wide increases in
overall wafer demand or interruptions in wafer supply. Additionally, a future
disruption of
-5-
Seiko Epson's, AMD's or UMC's foundry operations as a result of a
fire, earthquake or other natural disaster could disrupt our wafer supply and
could harm our operating results.
OUR PRODUCTS MAY NOT BE COMPETITIVE IF WE ARE UNSUCCESSFUL IN MIGRATING OUR
MANUFACTURING PROCESSES TO MORE ADVANCED TECHNOLOGIES.
To develop new products and maintain the competitiveness of existing
products, we need to migrate to more advanced wafer manufacturing processes that
use larger wafer sizes and smaller device geometries. We also may need to use
additional foundries. Because we depend upon foundries to provide their
facilities and support for our process technology development, we may experience
delays in the availability of advanced wafer manufacturing process technologies
at existing or new wafer fabrication facilities. As a result, volume production
of our advanced E(2)CMOS process technologies at the new fabs of Seiko Epson,
UMC or future foundries may not be achieved. This could harm our operating
results.
IF OUR FOUNDRY PARTNERS EXPERIENCE QUALITY OR YIELD PROBLEMS, WE MAY FACE A
SHORTAGE OF FINISHED PRODUCTS AVAILABLE FOR SALE.
We depend on our foundries to deliver reliable silicon wafers with
acceptable yields in a timely manner. As is common in our industry, we have
experienced wafer yield problems and delivery delays. If our foundries are
unable to produce silicon wafers that meet our specifications, with acceptable
yields, for a prolonged period, our operating results could be harmed.
Substantially all of our revenue is derived from products based on a
specialized silicon wafer manufacturing process technology called E2CMOS. The
reliable manufacture of high performance E2CMOS semiconductor wafers is a
complicated and technically demanding process requiring:
- a high degree of technical skill;
- state-of-the-art equipment;
- the absence of defects in the masks used to print circuits on a wafer;
- the elimination of minute impurities and errors in each step of the
fabrication process; and
- effective cooperation between the wafer supplier and the circuit
designer.
As a result, our foundries may experience difficulties in achieving
acceptable quality and yield levels when manufacturing our silicon wafers.
IF OUR ASSEMBLY AND TEST SUBCONTRACTORS EXPERIENCE QUALITY OR YIELD PROBLEMS, WE
MAY FACE A SHORTAGE OF FINISHED PRODUCTS AVAILABLE FOR SALE.
We rely on subcontractors to assemble and test our devices with
acceptable quality and yield levels. As is common in our industry, we have
experienced quality and yield problems in the past. If we experience prolonged
quality or yield problems in the future, our operating results could be harmed.
The majority of our revenue is derived from semiconductor devices
assembled in advanced packages. The assembly of advanced packages is a complex
process requiring:
- a high degree of technical skill;
-6-
- state-of-the-art equipment;
- the absence of defects in lead frames used to attach semiconductor
devices to the package;
- the elimination of raw material impurities and errors in each step of
the process; and
- effective cooperation between the assembly subcontractor and the device
manufacturer.
As a result, our subcontractors may experience difficulties in
achieving acceptable quality and yield levels when assembling and testing our
semiconductor devices.
DETERIORATION OF CONDITIONS IN ASIA MAY DISRUPT OUR EXISTING SUPPLY ARRANGEMENTS
AND RESULT IN A SHORTAGE OF FINISHED PRODUCTS AVAILABLE FOR SALE.
Two of our three silicon wafer suppliers operate fabs located in Asia.
Our finished silicon wafers are assembled and tested by independent
subcontractors located in Hong Kong, Malaysia, the Philippines, South Korea,
Taiwan and Thailand. A prolonged interruption in our supply from any of these
subcontractors could harm our operating results.
Economic, financial, social and political conditions in Asia have
historically been volatile. Financial difficulties, governmental actions or
restrictions, prolonged work stoppages or any other difficulties experienced by
our suppliers may disrupt our supply and could harm our operating results.
Our wafer purchases from Seiko Epson are denominated in Japanese yen.
The value of the dollar with respect to the yen fluctuates. Substantial
deterioration of dollar-yen exchange rates could harm our operating results.
EXPORT SALES ACCOUNT FOR A SUBSTANTIAL PORTION OF OUR REVENUES AND MAY DECLINE
IN THE FUTURE DUE TO ECONOMIC AND GOVERNMENTAL UNCERTAINTIES.
Our export sales are affected by unique risks frequently associated
with foreign economies including:
- changes in local economic conditions;
- exchange rate volatility;
- governmental controls and trade restrictions;
- export license requirements and restrictions on the export of
technology;
- political instability;
- changes in tax rates, tariffs or freight rates;
- interruptions in air transportation; and
- difficulties in staffing and managing foreign sales offices.
For example, our export sales have historically been affected by
regional economic crises. Significant changes in the economic climate in the
foreign countries where we derive our export sales could harm our operating
results.
-7-
WE MAY NOT BE ABLE TO SUCCESSFULLY COMPETE IN THE HIGHLY COMPETITIVE
SEMICONDUCTOR INDUSTRY.
The semiconductor industry is intensely competitive and many of our
direct and indirect competitors have substantially greater financial,
technological, manufacturing, marketing and sales resources. If we are unable to
compete successfully in this environment, our future results will be adversely
affected.
The current level of competition in the programmable logic market is
high and may increase as our market expands. We currently compete directly with
companies that have licensed our products and technology or have developed
similar products. We also compete indirectly with numerous semiconductor
companies that offer products and solutions based on alternative technologies.
These direct and indirect competitors are established multinational
semiconductor companies as well as emerging companies. We also may experience
significant competition from foreign companies in the future.
WE MAY FAIL TO RETAIN OR ATTRACT THE SPECIALIZED TECHNICAL AND MANAGEMENT
PERSONNEL REQUIRED TO SUCCESSFULLY OPERATE OUR BUSINESS.
To a greater degree than most non-technology companies or larger
technology companies, our future success depends on our ability to attract and
retain highly qualified technical and management personnel. As a mid-sized
company, we are particularly dependent on a relatively small group of key
employees. Competition for skilled technical and management employees is intense
within our industry. As a result, we may not be able to retain our existing key
technical and management personnel. In addition, we may not be able to attract
additional qualified employees in the future. If we are unable to retain
existing key employees or are unable to hire new qualified employees, our
operating results could be adversely affected.
IF WE ARE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, OUR
FINANCIAL RESULTS AND COMPETITIVE POSITION MAY SUFFER.
Our success depends in part on our proprietary technology. However, we
may fail to adequately protect this technology. As a result, we may lose our
competitive position or face significant expense to protect or enforce our
intellectual property rights.
We intend to continue to protect our proprietary technology through
patents, copyrights and trade secrets. Despite this intention, we may not be
successful in achieving adequate protection. Claims allowed on any of our
patents may not be sufficiently broad to protect our technology. Patents issued
to us also may be challenged, invalidated or circumvented. Finally, our
competitors may develop similar technology independently.
Companies in the semiconductor industry vigorously pursue their
intellectual property rights. If we become involved in protracted intellectual
property disputes or litigation we may utilize substantial financial and
management resources, which could have an adverse effect on our operating
results.
We may also be subject to future intellectual property claims or
judgments. If these were to occur, we may not be able to obtain a license on
favorable terms or without our operating results being adversely affected.
-8-
YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS BECAUSE THEY
ARE INHERENTLY UNCERTAIN
This prospectus, including the documents that we incorporate by
reference, contains forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Any statements about our expectations,
beliefs, plans, objectives, assumptions or future events or performance are not
historical facts and may be forward-looking. We use words or phrases such as
"anticipate," "estimate," "plans," "project," "continuing," "ongoing," "expect,"
"management believes," "we believe," "we intend" and similar words or phrases to
identify forward-looking statements.
Forward-looking statements involve estimates, assumptions and
uncertainties that could cause actual results to differ materially from those
expressed in them. Any forward-looking statements are qualified in their
entirety by reference to the factors discussed throughout this prospectus. Among
the key factors that could cause our actual results to differ materially from
the forward-looking statements are:
- delay in product or technology development;
- change in economic conditions of the various markets we serve;
- lack of market acceptance or demand for our new products;
- dependencies on silicon wafer suppliers and semiconductor assemblers;
- the impact of competitive products and pricing;
- opportunities or acquisitions that we pursue; and
- the availability and terms of financing.
You should not unduly rely on forward-looking statements because our
actual results could materially differ from those expressed in any
forward-looking statements made by us. Further, any forward-looking statement
applies only as of the date on which it is made. We are not required to update
any forward-looking statement or statements to reflect events or circumstances
after the date on which such statement is made or to reflect the occurrence of
unanticipated events.
DIVIDEND POLICY
We have never declared or paid cash dividends on our common stock. Our
Board of Directors currently intends to retain all earnings for use in our
business. Therefore, we do not anticipate declaring or paying any cash dividends
on our common stock in the foreseeable future.
-9-
SELLING STOCKHOLDERS
This prospectus relates to the periodic offers and sales by the selling
stockholders of an aggregate of 228,973 shares of our common stock received in
connection with our acquisition of I2P. The number of shares of our common stock
(i) owned by each selling stockholder prior to the offering being registered
hereby and (ii) offered hereby by each selling stockholder is as set forth
below:
NUMBER OF NUMBER OF
SHARES PERCENT OF SHARES
BENEFICIALLY OUTSTANDING REGISTERED FOR
NAME OF HOLDER OWNED SHARES SALE HEREBY (1)
--------------------------------------------------------------------- ------------- ---------- ---------------
Milan Gandhi..................................................... 226,763 * 226,763
Other holders of our common stock received in connection with
our acquisition of I2P(2)...................................... 2,210 * 2,210
--------------------------
* Represents beneficial ownership of less than one percent. Based on the
number of shares outstanding on April 20, 2001.
(1) Of the total shares of common stock listed as owned by the selling
stockholders, a portion of each selling stockholders shares, aggregating
34,350 shares, are held in an escrow account to secure indemnification
obligations of the selling stockholders to us.
(2) Information about other selling stockholders will be set forth in
prospectus supplements, if required. Assumes that any other holders of
the shares registered hereby do not beneficially own any common stock
other than the shares received in connection with our acquisition of I2P.
No estimate can be given as to the number of shares that will be held
by any selling stockholder after completion of this offering because the selling
stockholders may offer all or some of the shares and because we are not aware of
any agreements, arrangements or understandings with respect to the sale of any
of the shares.
The selling stockholders do not have any material relationship with
Lattice except:
- the contractual relationships under the Agreement and Plan of
Reorganization and the Escrow Agreement and Registration Rights
Agreement entered into in connection with the Agreement and Plan
of Reorganization;
- Milan Gandhi became an employee of Lattice upon the consummation of our
acquisition of I2P;
- Milan Gandhi and Lattice are party to a noncompetition agreement
entered into in connection with the Agreement and Plan of
Reorganization; and
-10-
- some shares of our common stock held by Milan Gandhi are subject
to vesting under a stock repurchase agreement.
PLAN OF DISTRIBUTION
Lattice will not receive any of the proceeds from the sale of the
shares offered hereby. A selling stockholder, or his pledgee, donee, transferees
or other successors in interest, may sell all or a portion of the shares from
time to time on the Nasdaq National Market for his own account at prices
prevailing in the public market at the times of such sales. A selling
stockholder may also make private sales directly or through one or more brokers.
These brokers may act as agents or as principals. The shares may be sold by one
or more of the following methods:
- a block trade in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
- purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
- face-to-face or other direct transactions between the selling
stockholder and purchasers without a broker or other intermediary.
In effecting sales, brokers or dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate in the
resales. Brokers, dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholders in amounts to be
negotiated in connection with the sale. These broker-dealers and agents and any
other participating broker-dealers or agents may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended, in connection with
these sales. In addition, any securities covered by this prospectus that qualify
for sale under Rule 144 of the Securities Act of 1933, as amended, may be sold
under Rule 144 rather than pursuant to this prospectus.
In connection with distributions of shares or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers. In
connection with these transactions, broker-dealers may engage in short sales of
the shares registered under this prospectus in the course of hedging the
positions they assume with selling stockholders. The selling stockholders may
also sell shares short and deliver the shares to close out these short
positions. The selling stockholders may also enter into option or other
transactions with broker-dealers which require the delivery to the broker-dealer
of the shares registered under this prospectus, which the broker-dealer may
resell pursuant to this prospectus. A selling stockholder may also pledge the
shares registered under this prospectus to a broker or dealer and upon a
default, the broker or dealer may effect sales of the pledged shares under this
prospectus.
We will file a supplement to this prospectus, if required, upon being
notified by a selling stockholder that any material arrangement has been entered
into with a broker-dealer for the sale of shares through a block trade, special
offering, secondary distribution, purchase by a broker-dealer or otherwise. The
supplement will disclose the name of the selling stockholder and participating
broker-dealers, the number of shares involved, the price at which the shares
were sold, the commissions paid or discounts or concessions allowed to the
broker-dealers, and any other facts material to the transaction.
We have advised the selling stockholders that during the time that they
may be engaged in a distribution of the shares included under this prospectus,
they are required to comply with Regulation M of
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the Securities Exchange Act of 1934, as amended. With specified exceptions,
Regulation M precludes any selling stockholders, any affiliated purchasers and
any broker-dealer or other person who participates in a distribution from
bidding or purchasing, or attempting to induce any person to bid for or purchase
any security which is the subject of the distribution until that entire
distribution is complete.
A selling stockholder will pay all sales commissions and similar
expenses related to the sale of the shares by him. We will pay all expenses
related to the registration of the shares. In addition, under the Registration
Rights Agreement entered into in connection with the Agreement and Plan of
Reorganization, we have agreed to indemnify the selling stockholders and certain
other persons for specified liabilities, including liabilities under the
Securities Act of 1933, as amended.
OFFICES AND PLACE OF INCORPORATION
Lattice was incorporated in Oregon in 1983 and reincorporated in
Delaware in 1985. Our principal executive offices are located at 5555 N.E. Moore
Court, Hillsboro, Oregon 97124-6421, and our telephone number at that location
is (503) 268-8000.
VALIDITY OF COMMON STOCK
The validity of the issuance of the common stock in this offering 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.
EXPERTS
The consolidated financial statements incorporated in this
prospectus by reference to the Annual Report on Form 10-K for the year ended
December 31, 2000, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC,
in accordance with the Securities and Exchange Act of 1934. You may read and
copy our reports, proxy statements and other information filed by us at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, DC 20549. You
may obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. Our reports, proxy statements and other information
filed with the SEC are available to the public over the Internet at the SEC's
World Wide Web site http://www.sec.gov.
The Commission allows us to "incorporate by reference" the information
we filed with them, which means that we can disclose important information by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus, and information that we file later
with the Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
by us with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act until our offering is complete:
- Our annual report on Form 10-K for the fiscal year ended December 30,
2000, filed on March 26, 2001;
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- Our proxy statement for our 2001 Annual Meeting of Stockholders, filed
on March 23, 2001;
- The description of our common stock contained in our registration
statement on Form 8-A, filed on September 27, 1989, including any
amendments or reports filed for the purpose of updating such
description; and
- All of our filings pursuant to the Securities Exchange Act of 1934
made after the date of the original filing of the registration
statement of which this prospectus is a part and prior to the
effectiveness of the registration statement.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Investor Relations Department
Lattice Semiconductor Corporation
5555 N.E. Moore Court
Hillsboro, Oregon 97124-6421
(503) 268-8000
You should rely only on the information contained in this document or
to which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
as of the date on the front of this document.
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228,973 SHARES
LATTICE SEMICONDUCTOR CORPORATION
COMMON STOCK
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission registration fee.............. $ 1,345
Fees and expenses of counsel..................................... 15,000
Fees and expenses of accountants................................. 3,000
Miscellaneous.................................................... 10,655
--------
Total......................................................... 30,000
Except for the Securities and Exchange Commission (the "Commission")
registration fee, all of the foregoing expenses have been estimated. All of the
above expenses will be paid by Lattice.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our 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. Lattice's Bylaws provide that Lattice
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. Our 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 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 of 1933, as amended (the
"Securities Act"), may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions and agreements,
the Registrant 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 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------------ -------------------------------------------------------------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Registrant.
II-1
EXHIBIT
NUMBER DESCRIPTION
------------ -------------------------------------------------------------
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Registrant
(included in Exhibit 5.1).
24.1 Power of Attorney (see page II-4 of this Form S-3).
ITEM 17. UNDERTAKINGS.
(a) The 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 fourth 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 Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's Annual
Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934,
as amended (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 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for
II-2
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
Securities Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 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 May 2, 2001.
LATTICE SEMICONDUCTOR CORPORATION
By: /s/ Cyrus Y. Tsui
----------------------------
Name: Cyrus Y. Tsui
Title: 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-3, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
-------------------------------------- --------------------------------------------- ------------
President, Chief Executive Officer (Principal
/s/ Cyrus Y. Tsui Executive Officer) and Chairman of the Board of
------------------------------------- Directors May 2, 2001
Cyrus Y. Tsui
Senior Vice President, Chief Financial Officer
/s/ Stephen A. Skaggs (Principal Financial and Accounting Officer) and
------------------------------------- Secretary
Stephen A. Skaggs May 2, 2001
/s/ Mark O. Hatfield
-------------------------------------
Mark O. Hatfield Director May 2, 2001
/s/ Daniel S. Hauer
-------------------------------------
Daniel S. Hauer Director May 2, 2001
/s/ Harry A. Merlo
-------------------------------------
Harry A. Merlo Director May 2, 2001
/s/ Soo Boon Koh
--------------------------------------
Soo Boon Koh Director May 2, 2001
/s/ Larry W. Sonsini
-------------------------------------
Larry W. Sonsini Director May 2, 2001
II-4
LATTICE SEMICONDUCTOR CORPORATION
REGISTRATION STATEMENT ON FORM S-3
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------------ --------------------------------------------------------------------------------------------------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, Counsel to the Registrant.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, Counsel to the Registrant
(included in Exhibit 5.1).
24.1 Power of Attorney (see page II-4 of the initial filing of this Form S-3).
II-5