<PAGE> 1
As filed with the Securities and Exchange Commission on July 31, 1997
Registration No. 333 - _______
================================================================================
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
ALTERA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-0016691
---------------------------- -------------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
101 Innovation Drive
San Jose, California 95134
(Address of principal executive offices, including zip code)
--------------------
1996 Stock Option Plan
(Full Title of the Plan)
--------------------
RODNEY SMITH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ALTERA CORPORATION
101 INNOVATION DRIVE
SAN JOSE, CALIFORNIA 95134
(Name and address of agent for service)
(408) 544-7000
(Telephone number, including area code, of agent for service)
--------------------
Copies to:
C. WENDELL BERGERE, ESQ. THOMAS C. DeFILIPPS, ESQ.
ALTERA CORPORATION WILSON SONSINI GOODRICH & ROSATI
101 Innovation Drive Professional Corporation
San Jose, California 95134 650 Page Mill Road
Palo Alto, California 94304-1050
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Minimum 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
1996 Stock Option Plan 1,300,000 shares $58.59375 $76,171,875 $23,082.39
======================================= ================= ===================== ===================== ==================
</TABLE>
(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 July 28, 1997.
<PAGE> 2
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, 1996, 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, 1997, 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 Certificate of Incorporation and By-laws require the
Registrant to indemnify officers and directors of the Registrant to the fullest
extent permitted by the Delaware General Corporation Law. Article EIGHTH of the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of their
fiduciary duty as a director, to the extent allowed under Delaware General
Corporation Law. Article VII of the Registrant's By-Laws provides, among other
things, that (i) the Registrant is required to indemnify its directors and
officers and persons serving in such capacities in other business enterprises at
the Registrant's request, (ii) the Registrant is
<PAGE> 3
required to advance expenses, as incurred, to its directors and officers in
connection with defending a proceeding, provided that such individual delivers
an undertaking to the Registrant that he or she will repay all amounts advanced
in the event it is ultimately determined that such individual is not entitled to
be indemnified, (iii) the rights conferred in the By-Laws are not exclusive and
(iv) the Registrant may not retroactively amend the By-Law provisions in a way
that is adverse to such directors and officers.
The Registrant's policy is to enter into indemnification agreements with
each of its directors and officers that provide the maximum indemnity allowed to
directors and officers by Section 145 of the Delaware General Corporation Law
and the By-Laws, as well as certain additional procedural protections.
Section 145 of the Delaware 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
intends to enter into indemnification agreements to such effect with its
officers and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number
------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation
10.1 1996 Stock Option Plan*
10.2 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)
</TABLE>
- ---------------
* 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, 1996.
** 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, 1996.
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.
<PAGE> 4
(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 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 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.
<PAGE> 5
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 July 31, 1997.
ALTERA CORPORATION
By: /S/NATHAN M. SARKISIAN
--------------------------------------------
Nathan M. Sarkisian, Vice President, Finance
and Chief Financial Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------- ------------------------------------------------------ --------------
<S> <C> <C>
/S/RODNEY SMITH President and Chief Executive Officer (Principal July 31, 1997
- ---------------------------- Executive Officer), and Chairman of the Board of
Rodney Smith Directors
/S/NATHAN M. SARKISIAN Vice President, Finance and Chief Financial Officer July 31, 1997
- ---------------------------- (Principal Financial and Accounting Officer)
Nathan M. Sarkisian
/S/PAUL NEWHAGEN Vice President, Administration and Director July 31, 1997
- ----------------------------
Paul Newhagen
/S/MICHAEL A. ELLISON Director July 31, 1997
- ----------------------------
Michael A. Ellison
/S/ROBERT W. REED Director July 31, 1997
- ----------------------------
Robert W. Reed
/S/WILLIAM E. TERRY Director July 31, 1997
- ----------------------------
William E. Terry
/S/DEBORAH D. TRIANT Director July 31, 1997
- ----------------------------
Deborah D. Triant
</TABLE>
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------------------------------------------------------------------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
10.1 1996 Stock Option Plan*
10.2 Form of Stock Option Agreement**
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(See Exhibit 5.1)
24.1 Power of Attorney (See page II-4)
</TABLE>
- ---------------
* 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, 1996.
** 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, 1996.
<PAGE> 1
EXHIBIT 5.1
July 31, 1997
ALTERA CORPORATION
101 Innovation Drive
San Jose, CA 95134
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Altera Corporation, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission on or
about July 31, 1997 in connection with the registration under the Securities Act
of 1933, as amended, of 1,300,000 shares (the "Shares") of Common Stock reserved
for issuance under the 1996 Stock Option Plan (the "1996 Plan"). 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.
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, 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, 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
<PAGE> 1
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 22, 1997, which appears on
page 32 of the 1996 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, 1996.
PRICE WATERHOUSE LLP
San Jose, California
July 29, 1997
