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As filed with the Securities and Exchange Commission on June 26, 1996
Registration No. 33-
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALTERA CORPORATION
(Exact name of registrant as specified in its charter)
California 77-0016691
(State or other jurisdiction of incorporation) (IRS Employer
Identification No.)
2610 Orchard Parkway
San Jose, California 95134-2020
(Address of principal executive offices, including zip code)
1988 Director Stock Option Plan
1996 Stock Option Plan
(Full Title of the Plan)
RODNEY SMITH
PRESIDENT
ALTERA CORPORATION
2610 ORCHARD PARKWAY
SAN JOSE, CALIFORNIA 95134-2020
(Name and address of agent for service)
(408) 894-7000
(Telephone number, including area code, of agent for service)
Copies to:
THOMAS C. DeFILIPPS, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
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CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered Share(1) Price(1) Registration Fee
- ------------------------------------ ------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock issuable under
1988 Director Stock Option Plan 70,000 $38.63 (1) $ 2,704,100 $ 932.45
1996 Stock Option Plan 2,000,000 $38.63 (1) 77,260,000 26,641.57
------------ ----------- -----------
2,070,000 $79,964,100 $ 27,574.02
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the average of the high and low
sales prices reported by The Nasdaq National Market on June 20, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INFORMATION INCORPORATED BY REFERENCE.
The Registrant hereby incorporates by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, filed pursuant to Section 13(a) of the Exchange Act.
3. The description of the Company's Common Stock which is contained
in the Registration Statement on Form 8-A filed on March 18, 1988, under Section
12 of the Exchange Act, including any amendment or report filed for the purpose
of updating any such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered 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 such
documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation and Bylaws require the
Registrant to indemnify officers and directors of the Registrant to the full
extent permitted by Section 317 of the California General Corporation Law and
applicable law. Section 317 of the California General Corporation law makes
provisions for the indemnification of officers, directors, and other corporate
agents in terms sufficiently broad to indemnify such persons, under certain
circumstances, for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act of 1933, as amended (the "Securities Act"). The
Registrant has entered into indemnification agreements to such effect with its
officers and directors.
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Item 8. EXHIBITS.
Exhibit
Number
-------
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati,
Professional Corporation
10.1 1988 Director Stock Option Plan*
10.2 1996 Stock Option Plan**
10.3 Form of Stock Option Agreement***
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Wilson, Sonsini, Goodrich & Rosati,
Professional Corporation (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
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* Incorporated by reference to Exhibit 10.33(a) filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995.
** Incorporated by reference to Exhibit 10.45(a) filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995.
*** Incorporated by reference to Exhibit 10.45(b) filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995.
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 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.
(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.
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(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 provisions described in Item 6 of Part
II of this Registration Statement, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 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, as amended,
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 San Jose, State of California, on June 17, 1996.
ALTERA CORPORATION
By: /S/RODNEY SMITH
--------------------------------
Rodney Smith, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rodney Smith and Nathan M. Sarkisian
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any 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 his substitute or substitutes, 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 date indicated.
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SIGNATURE TITLE DATE
- ------------------------------ ---------------------------------------------------- -------------
<S> <C> <C>
President and Chief Executive Officer (Principal June 17, 1996
/S/RODNEY SMITH Executive Officer), and Chairman of the Board of
- ------------------------------ Directors
Rodney Smith
Vice President, Finance and Chief Financial Officer June 17, 1996
/S/NATHAN M. SARKISIAN (Principal Financial and Accounting Officer)
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Nathan M. Sarkisian
Vice President, Administration and Director June 17, 1996
/S/PAUL NEWHAGEN
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Paul Newhagen
Director June 17, 1996
/S/MICHAEL A. ELLISON
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Michael A. Ellison
Director June 17, 1996
/S/ROBERT W. REED
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Robert W. Reed
Director June 17, 1996
/S/WILLIAM E. TERRY
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William E. Terry
Director June 17, 1996
/S/DEBORAH D. TRIANT
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Deborah D. Triant
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
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Registration Statement on Form S-8
Altera Corporation
June 26, 1996
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INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional
Corporation
10.1 1988 Director Stock Option Plan*
10.2 1996 Stock Option Plan**
10.3 Form of Stock Option Agreement***
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Wilson, Sonsini, Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
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* Incorporated by reference to Exhibit 10.33(a) filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995.
** Incorporated by reference to Exhibit 10.45(a) filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995.
*** Incorporated by reference to Exhibit 10.45(b) filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995.
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Exhibit 5.1
June 17, 1996
ALTERA CORPORATION
2610 Orchard Parkway
San Jose, CA 95134-2020
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
Altera Corporation, a California corporation (the "Company"), with the
Securities and Exchange Commission on or about , 1996 (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended, of 2,000,000 shares of Common Stock reserved for issuance
under the 1996 Stock Option Plan (the "1996 Plan") and 70,000 shares of Common
Stock reserved for issuance under the 1988 Director Stock Option Plan (the
"Director Plan") (collectively, the "Shares"). As your counsel, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with said issuance, sale and payment of consideration for
the Shares to be issued under the 1996 Plan or under the Director Plan, as the
case may be.
It is our opinion that, upon completion of the proceedings being taken
or contemplated to be taken by the Company prior to the issuance and sale of the
Shares pursuant to the 1996 Plan or the Director Plan, as the case may be, and
upon completion of the proceedings being taken by the Company in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares, when issued and sold in the
manner referred to in the 1996 Plan and pursuant to the agreement which
accompanies each grant under the 1996 Plan, or in the Director Plan and pursuant
to the agreement which accompanies each grant under the Director Plan, as the
case may be, will be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
By: /S/THOMAS C. DeFILIPPS
---------------------------------
Thomas C. DeFilipps, Member
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EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 16, 1996, which
report appears on page 32 of the 1995 Annual Report to Shareholders of Altera
Corporation, which is incorporated by reference in Altera Corporation's Annual
Report on Form 10-K for the year ended December 31, 1995.
PRICE WATERHOUSE LLP
San Jose, California
June 17, 1996
