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As filed with the Securities and Exchange Commission on August 29, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALTERA CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 101 INNOVATION DRIVE 77-0016691
(State or Other Jurisdiction SAN JOSE, CALIFORNIA 95134 (I.R.S. Employer
of Incorporation or Organization) (408) 544-7000 Identification Number)
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(Address, including ZIP code, and
telephone number, including area code,
of registrant's principal executive offices)
RODNEY SMITH
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
ALTERA CORPORATION
101 INNOVATION DRIVE
SAN JOSE, CALIFORNIA 95134
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
COPIES TO:
C. WENDELL BERGERE, ESQ. JUSTIN L. BASTIAN, ESQ.
ALTERA CORPORATION COREY A. LEVENS, ESQ.
101 INNOVATION DRIVE MORRISON & FOERSTER LLP
SAN JOSE, CALIFORNIA 95134 755 PAGE MILL ROAD
(408) 544-7000 PALO ALTO, CALIFORNIA
94304-1018
(650) 813-5600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
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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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE
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Common Stock ($0.001 par value) 885,654 $63.53125 $55,381,052 $14,621
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(1) Estimated solely for the purpose of computing the amount of registration
fee, based on the average of the high and low prices for the Common Stock as
reported on the Nasdaq National Market, Inc. on August 23, 2000, in
accordance with Rule 457(c) promulgated under the Securities Act of 1933.
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.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 29, 2000
ALTERA CORPORATION
885,654 SHARES OF COMMON STOCK
This prospectus relates to the offer and sale by the selling
stockholders identified in this prospectus of up to 885,654 shares of our common
stock, par value $.001 per share. All 885,654 of these shares will be held by
certain selling stockholders upon exchange of currently outstanding shares of
stock of Altera Exchange Co., a wholly-owned subsidiary of Altera Holding
Company Three, Inc., which is our indirect, wholly-owned subsidiary. These
currently outstanding exchangeable shares of Altera Exchange Co. were issued in
connection with our acquisition in two separate transactions of DesignPro Inc.
and Right Track CAD Inc.
We are registering these shares to provide the selling stockholders with
freely tradable securities and to satisfy our contractual obligations. The
registration of these shares does not necessarily mean that the selling
stockholders will offer or sell the shares. The selling stockholders may sell
their shares at market prices prevailing at the time of sale, at prices relating
to such prevailing market prices, at negotiated or fixed prices or for no
consideration, from time to time.
We will not receive any of the proceeds from the sale of these shares by
the selling stockholders. We will bear all expenses of the offering of these
shares, except that the selling stockholders will pay any applicable
underwriting fees, discounts or commissions and transfer taxes, as well as the
fees and disbursements of counsel to and experts for the selling stockholders.
Our common stock is listed on the Nasdaq National Market under the
symbol "ALTR." On August 28, 2000, the last reported sale price for our common
stock was $62.00 per share. Our principal executive offices are located at 101
Innovation Drive, San Jose, California 95134; telephone (408) 544-7000.
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SEE "RISK FACTORS" COMMENCING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF OUR COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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The date of this Prospectus is August 29, 2000
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NEITHER WE NOR THE SELLING STOCKHOLDERS HAVE AUTHORIZED ANY PERSON TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. YOU MUST NOT RELY UPON ANY INFORMATION OR
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AS
IF WE HAD AUTHORIZED IT. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES AND THIS PROSPECTUS IS NOT AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION WHERE, OR TO
ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. YOU
SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT
ON ANY DATE AFTER THE DATE OF THIS PROSPECTUS, EVEN THOUGH THIS PROSPECTUS IS
DELIVERED OR SHARES ARE SOLD PURSUANT TO THIS PROSPECTUS ON A LATER DATE.
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TABLE OF CONTENTS
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PAGE
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PROSPECTUS SUMMARY....................................................................... 3
RISK FACTORS............................................................................. 4
USE OF PROCEEDS.......................................................................... 12
SELLING STOCKHOLDERS..................................................................... 13
PLAN OF DISTRIBUTION..................................................................... 14
WHERE YOU CAN FIND MORE INFORMATION...................................................... 15
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......................................... 15
FORWARD-LOOKING STATEMENTS............................................................... 16
LEGAL MATTERS............................................................................ 17
EXPERTS.................................................................................. 17
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PROSPECTUS SUMMARY
The Company
We design, manufacture and market programmable logic devices and
associated development tools. Programmable logic devices are semiconductor
integrated circuits that offer on-site programmability to customers using our
proprietary software, which operates on personal computers and engineering
workstations. Founded in 1983, we were the first supplier of complementary metal
oxide semiconductor programmable logic devices and are currently a global leader
in this market. We offer a broad line of complementary metal oxide semiconductor
programmable logic devices that address high-speed, high-density and low power
applications. Our products serve a wide range of markets, including
telecommunications, data communications, electronic data processing and
industrial applications.
Recent Development
On July 13, 2000, we declared a two-for-one stock split in the form of a
100 percent stock dividend to holders of record of our common stock on July 26,
2000. Dividend shares were distributed to stockholders on August 10, 2000. All
prior period share and income per share data have been retroactively restated to
give effect to the stock split as follows (shares in thousands):
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Year ended December 31,
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1995 1996 1997 1998 1999
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INCOME PER SHARE:
Basic $ 0.25 $ 0.31 $ 0.38 $ 0.41 $ 0.57
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Diluted $ 0.24 $ 0.29 $ 0.34 $ 0.39 $ 0.54
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WEIGHTED AVERAGE SHARES:
Basic 346,500 349,624 354,100 373,972 396,158
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Diluted 383,724 403,252 410,464 406,356 414,928
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Three Months Ended Three Months Ended Six Months Ended
March 31, June 30, June 30,
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2000 1999 2000 1999 2000 1999
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INCOME PER SHARE:
Basic $ 0.19 $ 0.12 $ 0.25 $ 0.13 $ 0.44 $ 0.25
=========== =========== =========== =========== =========== ===========
Diluted $ 0.18 $ 0.11 $ 0.23 $ 0.12 $ 0.41 $ 0.24
=========== =========== =========== =========== =========== ===========
WEIGHTED AVERAGE SHARES:
Basic 398,538 391,732 397,636 395,066 398,088 393,398
=========== =========== =========== =========== =========== ===========
Diluted 419,552 410,748 418,596 413,496 419,078 412,120
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RISK FACTORS
This prospectus and the documents incorporated by reference into this
prospectus contain forward-looking statements within the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995 with respect
to our financial condition, results of operations and business. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates"
and similar expressions identify forward-looking statements. These
forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties that could cause actual results to differ
materially from the results contemplated by the forward-looking statements. In
evaluating your investment decision, you should carefully consider the
discussion of risks and uncertainties below. An investment in our common stock
involves a high
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degree of risk. In addition to the other information contained in or
incorporated by reference into this prospectus, you should carefully consider
the following risk factors in deciding whether to invest in our common stock.
OUR FINANCIAL RESULTS DEPEND ON OUR ABILITY TO COMPETE SUCCESSFULLY IN THE
HIGHLY COMPETITIVE SEMICONDUCTOR INDUSTRY
The ASIC Segment:
According to Dataquest, the complimentary metal oxide semiconductor
("CMOS") logic market consists of the following segments: Application specific
integrated circuits ("ASICs"), standard logic, full custom devices and other
forms of logic ICs, including chipsets. The ASIC segment is comprised of
programmable logic, gate arrays and cell-based ICs (also referred to as standard
cells). In a broad sense, all of these devices are indirectly competitive as
they generally may be used in the same types of applications in electronic
products. However, differences in cost, performance, density, flexibility,
ease-of-use and time-to-market dictate the extent to which they may be directly
competitive for particular applications. As programmable logic devices ("PLDs")
have increased in density and performance and decreased in cost, they have
become more directly competitive with other ASICs, especially gate arrays. With
the introduction of our FLEX 10K family and new APEX 20K family, which are our
highest density PLDs, along with our FLEX 6000 devices, which are designed and
priced to be very competitive with lower density gate arrays, we seek to grow by
directly competing with other companies in the ASIC segment. Many of the
companies in the ASIC segment have substantially greater financial, technical
and marketing resources than we do. There can be no assurance that we will be
successful in competing in the ASIC segment of the CMOS logic market.
The Programmable Logic Sub-Segment:
The principal factors of competition in the programmable logic
sub-segment include the capability of software development tools and
system-level functional programming blocks, product performance and features,
quality and reliability, pricing, technical service and support, the ability to
respond rapidly to technical innovation and customer service. We believe we
compete favorably with respect to these factors and that our proprietary device
architecture and our installed base of development systems with proprietary
software may provide some competitive advantage. However, as is true of the
semiconductor industry as a whole, the PLD sub-segment is intensely competitive
and is characterized by rapid technological change, rapid rates of product
obsolescence and price erosion resulting from both product obsolescence and
price competition. All of these factors may influence our future operating
results.
We experience significant direct competition from a number of other
companies which are in the programmable logic sub-segment. Our competition in
this market sub-segment is from suppliers of products that are marketed as
either field-programmable gate arrays ("FPGAs") or complex PLDs ("CPLDs").
Companies that currently compete with us in our core business may have
proprietary wafer manufacturing ability, preferred vendor status with many of
our customers, extensive
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marketing power and name recognition, greater financial resources than us and
other significant advantages over us. Additionally, the semiconductor industry
as a whole includes many large domestic and foreign companies that have
substantially greater financial, technical and marketing resources than we do.
We expect that as the dollar volume of the programmable logic sub-segment grows,
the attractiveness of this sub-segment to larger, more powerful competitors will
continue to increase. Substantial direct or indirect competition could have a
material adverse effect on our future sales and operating results.
OUR FUTURE SUCCESS DEPENDS ON OUR ABILITY TO DEFINE, DEVELOP AND SELL NEW
PRODUCTS
As a semiconductor company, we operate in a dynamic environment marked
by rapid product obsolescence. We continue to focus our efforts on the
development of new programmable logic chips, related development software and
hardware, and advanced semiconductor wafer fabrication processes. As a result of
our research and development efforts, we have introduced a number of new PLD
families, such as the FLEX 6000, FLEX 10KE, FLEX 10KA, MAX 3000A, MAX 7000A, MAX
7000B, APEX 20K and APEX 20KE device families. We have also redesigned a number
of our products to accommodate our manufacture on new wafer fabrication
processes. In 1999, we also released Quartus, our fourth generation software.
Additionally, we typically release new versions of our proprietary software on a
quarterly basis. However, there can be no assurance that we will accomplish our
goals in the development and subsequent introduction of new products and
manufacturing processes. Furthermore, there is no assurance that these products
will achieve market acceptance, that the new manufacturing processes will be
successful, or that the suppliers will provide us with the quality or quantity
of wafers and materials that we require. We must continue to develop and
introduce new products in a timely manner to help counter the industry's
historical trend of declining prices as products mature. If we were unable to
successfully define, develop and introduce competitive new products, and enhance
our existing products, our future operating results would be adversely affected.
WE DEPEND ON INDEPENDENT FOUNDRIES, LOCATED PRIMARILY IN ASIA, FOR THE SUPPLY
AND QUALITY OF OUR FINISHED SILICON WAFERS
We do not directly manufacture our silicon wafers. Our wafers are
produced using various semiconductor foundry wafer fabrication service
providers. This enables us to take advantage of these suppliers' high volume
economies of scale, as well as direct and more timely access to advancing
process technology.
We presently have our primary wafer supply arrangements with three
semiconductor vendors: Sharp Corporation ("Sharp"), Taiwan Semiconductor
Manufacturing Company ("TSMC"), and WaferTech, LLC ("WaferTech"), which is a
joint venture formed with TSMC and several other partners. We may negotiate
additional foundry contracts and establish other sources of wafer supply for our
products as such arrangements become economically useful or technically
necessary. Although there are a number of new state-of-the-art wafer fabrication
facilities currently under construction around the world, semiconductor foundry
capacity can become limited quickly and without much notice. Furthermore, since
only newer fabrication or
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substantially retrofitted facilities are able to manufacture wafers that
incorporate leading edge technologies, any significant decrease in capacity of
our current foundries would have a material adverse effect on our ability to
obtain wafer supply for our newer products. Accordingly, there can be no
assurance that any shortage in foundry manufacturing capacity will not result in
production problems for us in the future.
We depend upon our foundry vendors to produce wafers at acceptable
yields and to deliver them to us in a timely manner. The manufacture of advanced
CMOS semiconductor wafers is a highly complex process, and we have from time to
time experienced difficulties in obtaining acceptable yields and timely
deliveries from our suppliers. Good production yields are particularly important
to our business, including our ability to meet our customers' demand for
products and to maintain profit margins. Wafer production yields are dependent
on a wide variety of factors, including the level of contaminants in the
manufacturing environment, impurities in the materials used and the performance
of personnel and equipment. As is common in the semiconductor industry, we have
experienced and expect to experience production yield problems from time to
time. Difficulties in production yields can often occur when we begin production
of new products or transition to new processes. These difficulties can
potentially result in significantly higher costs and lower product availability.
Management expects to continue to introduce new and established products using
new process technologies and may encounter similar start-up difficulties during
the transition to such process technologies.
Further, production throughput times vary considerably among our wafer
suppliers, and we may experience delays from time to time in processing some of
our products which also may result in higher costs and lower product
availability. We expect that, as is customary in the semiconductor business, in
order to maintain or enhance our competitive position, we will continue to
convert our fabrication process arrangements to larger wafer sizes and smaller
circuit
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geometries, to more advanced process technologies or to new suppliers. Such
conversions entail inherent technological risks that can adversely affect
yields, costs and delivery lead time.
The risks described above also apply to WaferTech, a joint venture we
have formed. See "--We Have Minimum Wafer Purchase Obligations and Are Obligated
to Guarantee a Pro Rata Share of the Debt of a Joint Venture We Formed With
Several Partners".
Although our wafer fabrication subcontractors have not recently
experienced any serious work stoppages, the economic, social and political
situations in countries where certain subcontractors are located are
unpredictable and can be volatile. Any political strife, prolonged work
stoppages or other inability of our foundries to manufacture our silicon wafers
would have a material adverse effect on our operating results. Furthermore,
economic risks, such as extreme currency fluctuations, adverse changes in tax
laws, tariff or freight rates or interruptions in air transportation, could have
a material adverse effect on our operating results. Finally, natural or man-made
disasters could have a severe negative impact on our operating capabilities. For
example, in September 1999 a major earthquake struck Taiwan resulting in
widespread physical damage and loss of life. The earthquake halted wafer
fabrication production at our primary vendor, TSMC, for several days and then
only limited production began. It was nearly two weeks before full production
resumed and additionally some portion of the inventory in the production process
was scrapped as a result of damage incurred during the earthquake. If, for any
reason, we were required to seek alternative sources of supply, shipments could
be delayed significantly while such alternative sources are qualified for volume
production, and any significant delay could have a material adverse effect on
our operating results.
WE DEPEND ON INDEPENDENT SUBCONTRACTORS FOR THE ASSEMBLY AND TESTING OF OUR
SEMICONDUCTOR PRODUCTS
After wafer manufacturing is completed, wafers are then shipped to
various Asian assembly suppliers, where good die are separated into individual
chips that are then encapsulated in ceramic or plastic packages. As is the case
with our wafer supply business, we employ a number of independent suppliers for
assembly purposes. This enables us to take advantage of subcontractor high
volume manufacturing, related cost savings, speed and supply flexibility. It
also provides us with timely access to cost-effective advanced process and
package technologies. We purchase almost all of our assembly services from ASAT
(Hong Kong), ASE (Malaysia) and AMKOR (Korea and the Philippines).
Following assembly, each of the packaged units receives final testing,
marking and inspection prior to shipment to customers. We obtain almost all of
our final test and back-end operation services from ASE, AMKOR and ASAT. Final
testing by these assembly suppliers is accomplished through the use of our
proprietary test software and hardware, which is consigned to or owned by such
suppliers and/or third-party commercial testers. These suppliers also handle
shipment of the products to our customers.
Although our assembly and other subcontractors have not recently
experienced any serious work stoppages, the economic, social and political
situations in countries where certain subcontractors are located are
unpredictable and can be volatile. Any political strife, prolonged work
stoppages or other inability to manufacture and assemble our products would have
a material adverse effect on our operating results. Furthermore, economic risks,
such as extreme currency fluctuations, adverse changes in tax laws, tariff or
freight rates or interruptions in air transportation, could have a material
adverse effect on our operating results.
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WE MAY BE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS AND MAY
FACE SIGNIFICANT FUTURE LITIGATION EXPENSES
We own numerous United States patents and have additional pending United
States patent applications on our semiconductor products. We also have
technology licensing agreements with Vantis Corporation ("Vantis"), Cypress
Semiconductor Corporation and Intel Corporation, giving us royalty-free rights
to design, manufacture and package products using certain patents they control.
Although our patents and patent applications may have value in
discouraging competitive entry into our market segment, and we believe that our
current licenses will assist us in developing additional products, there can be
no assurance that any valuable new patents will be granted to us, that our
patents will provide meaningful protection from competition or that any
additional products will be developed based on any of the licenses that we
currently hold. We believe that our future success will depend primarily upon
the technical competence and creative skills of our personnel, rather than on
our patents, licenses, or other proprietary rights.
In the future, we may decide to incur litigation expenses to enforce our
intellectual property rights against third parties. There is no assurance that
any such litigation would be successful or that our patents would be upheld if
challenged.
In the normal course of business, we from time to time receive and make
inquiries with respect to possible patent infringements. As a result of
inquiries received from third parties, it may be necessary or desirable for us
to obtain additional licenses relating to one or more of our current or future
products. There can be no assurance that such additional licenses could be
obtained, and, if obtainable, could be obtained on conditions which would not
have a material adverse effect on our operating results. In addition, if patent
litigation ensued, there can be no assurance that these third parties would not
succeed in obtaining significant monetary damages or an injunction against the
manufacture and sale of one or more of our product families.
THE RESULTS OF PRESENT LITIGATION COULD ADVERSELY AFFECT OUR OPERATING RESULTS
We are a party to lawsuits and may in the future become a party to
lawsuits involving various types of claims, including, but not limited to,
unfair competition and intellectual property matters. Legal proceedings tend to
be unpredictable and costly and may be affected by events outside of our
control. There is no assurance that litigation will not have an adverse effect
on our financial position or results of operations. Our major litigation matters
as of June 30, 2000 are described below.
In June 1993, Xilinx, Inc. ("Xilinx") brought suit against us seeking
monetary damages and injunctive relief based on our alleged infringement of
certain patents held by Xilinx. In June 1993, we brought suit against Xilinx,
seeking monetary damages and injunctive relief based on Xilinx's alleged
infringement of certain patents held by us. In April 1995, we filed a separate
lawsuit against Xilinx in Delaware, Xilinx's state of incorporation, seeking
monetary damages and injunctive relief based on Xilinx's alleged infringement of
one of our patents. In May 1995,
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Xilinx counter-claimed against us in Delaware, asserting defenses and seeking
monetary damages and injunctive relief based on our alleged infringement of
certain patents held by Xilinx. Subsequently, the Delaware case has been
transferred to California. In October 1998, both parties filed motions for
summary judgment with respect to certain issues in the first two cases regarding
infringement or non-infringement and validity or invalidity of the patents at
issue in the respective cases. In October 1999 - December 1999, the Court ruled
on the motions. In the Xilinx suit, the Court ruled that one of Xilinx's claims
is invalid and another claim was withdrawn. The Court also ruled that issues of
infringement and validity on the remaining claims are subject to trial which has
been re-scheduled to begin October 5, 2000. In our suit, the Court granted that
one of our patents is invalid, granted that one patent is not infringed, and
granted another patent is not literally infringed but denied non-infringement
under doctrine of equivalence. The Court also ordered that the parties engage in
mediation, which began February 24, 2000; although no substantial progress to
resolution has been made, mediation is continuing. Due to the nature of the
litigation with Xilinx and because the lawsuits are still in the pre-trial
stage, our management cannot estimate the total expense, the possible loss, if
any, or the range of loss that may ultimately be incurred in connection with the
allegations. Management cannot ensure that Xilinx will not succeed in obtaining
significant monetary damages or an injunction against the manufacture and sale
of our products, including but not limited to MAX 7000, FLEX 8000 or MAX 9000
families of products, or succeed in invalidating our other patents. Although no
assurances can be given as to the results of these cases, we believe that we
have meritorious defenses to the claims asserted in the Xilinx suit and intend
to defend ourself vigorously in this matter.
In May 2000, we brought a new suit against Xilinx, seeking monetary
damages and injunctive relief based on Xilinx's alleged infringement of certain
patents held by us. In July 2000, Xilinx filed a counterclaim against us
alleging infringement of certain patents held by Xilinx. The Court has issued an
order setting the claim construction hearing for December 6 and 7, 2000. Due to
the nature of the litigation with Xilinx and because the lawsuit is still in the
pre-trial stage, our management cannot estimate the total expenses, the possible
loss, if any, or the range of loss that may ultimately be incurred in connection
with the counterclaim allegations. Although no assurances can be given as to the
results of this case, we intend to defend ourself vigorously in this matter.
In August 1994, Advanced Micro Devices, Inc. ("AMD") brought suit
against the Company seeking monetary damages and injunctive relief based on our
alleged infringement of certain patents held by AMD. In September 1994, we
answered the complaint asserting that we are licensed to use the patents which
AMD claims are infringed and filed a counterclaim against AMD alleging
infringement of certain patents held by us. In October 1997, upon completion of
trials bifurcated from the infringement claims, the District Court ruled that we
are licensed under all patents asserted by AMD in the suit. In December 1997,
AMD filed a Notice of Appeal of the District Court's rulings. In April 1999, the
Federal Circuit Court ruled in AMD's favor on its appeal, finding that we are
not licensed to AMD's patents, and remanded the case back to the District Court
for further proceedings. In 1999, Lattice Corporation ("Lattice") entered into
an agreement with AMD which includes assuming both the claims against the
Company and the claims against AMD and has replaced AMD in the suit with Vantis,
a wholly owned subsidiary of Lattice. Due to the nature of the litigation, our
management cannot estimate the total expense,
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the possible loss, if any, or the range of loss that may ultimately be incurred
in connection with the allegations. Management cannot ensure that Lattice will
not succeed in obtaining significant monetary damages or an injunction against
the manufacture and sale of the Classic, MAX 7000, FLEX 8000, MAX 9000 and FLEX
10K product families, or succeed in invalidating any of our patents remaining in
the suit. Although no assurances can be given as to the results of this case, we
intend to defend ourself vigorously in this matter.
In May 2000, we brought a new suit against Lattice seeking monetary
damages and injunctive relief based on Lattice's alleged infringement of certain
patents held by us. In July 2000, Lattice filed a counterclaim against us
alleging infringement of certain patents held by Lattice. Due to the nature of
the litigation with Lattice and because the lawsuit is still in the pre-trial
stage, our management cannot estimate the total expenses, the possible loss, if
any, or the range of loss that may ultimately be incurred in connection with the
counterclaim allegations. Although no assurances can be given as to the results
of this case, we intend to defend ourself vigorously in this matter.
In November 1999, we filed suit against Clear Logic Inc. ("Clear Logic")
alleging that Clear Logic is unlawfully appropriating our registered mask work
technology in violation of the federal mask work statute and that Clear Logic
has unlawfully interfered with our relationships and contracts with our
customers. The lawsuit seeks compensatory and punitive damages and an injunction
to stop Clear Logic from unlawfully using our mask work technology and from
interfering with our customers. Clear Logic has answered the complaint by
denying that it is infringing our mask work technology and denying that it has
unlawfully interfered with our relationships and contracts with our customers.
Clear Logic has also filed a counterclaim against us for unfair competition
under California law alleging that we have made false statements to our
customers regarding Clear Logic. Due to the nature of the litigation with Clear
Logic and because the lawsuit is still in the pre-trial stage, our management
cannot estimate the total expenses, the possible loss, if any, or the range of
loss that may ultimately be incurred in connection with the counterclaim
allegations. Although no assurances can be given as to the results of this case,
we intend to defend ourself vigorously in this matter.
WE HAVE MINIMUM WAFER PURCHASE OBLIGATIONS AND ARE OBLIGATED TO GUARANTEE A PRO
RATA SHARE OF THE DEBT OF A JOINT VENTURE WE FORMED WITH SEVERAL PARTNERS
In June 1996, we formed WaferTech with TSMC and several other partners
to build and operate a wafer manufacturing plant in Camas, Washington. In return
for a $140.4 million cash investment, we received an 18% equity ownership in the
joint-venture company and certain rights and obligations to procure output from
the foundry at market prices. In January 1999, we purchased from another joint
venture partner, Analog Devices Inc., an additional 5% equity ownership interest
in WaferTech for approximately $37.5 million. This further investment in
WaferTech provides us with additional rights and obligations to future foundry
output. In October 1999, we made a $23.0 million cash investment in WaferTech,
which did not change our ownership interests in WaferTech or our rights and
obligations to future foundry output. We also have an obligation to guarantee a
pro rata share of debt incurred by WaferTech up to a maximum of $45 million. In
May 1998, WaferTech secured a loan facility of up to $350 million which was
subsequently reduced to $225 million in December 1998. This facility was
increased to $350 million in 1999. To date, we have not been called upon to
guarantee this or any other debt incurred by WaferTech. WaferTech began its
initial wafer production shipments in October 1998. Based on WaferTech's
production projections, we believe that we will meet our minimum purchase
obligations from WaferTech through at least 2000. There can be no assurance that
WaferTech will remain sufficiently capitalized or on schedule with its
production projections, and WaferTech's failure to do so could have a material
adverse effect on our future operating results.
OUR FINANCIAL RESULTS ARE AFFECTED BY THE CYCLICAL NATURE OF THE SEMICONDUCTOR
INDUSTRY
The semiconductor industry is highly cyclical. In the past, the
semiconductor industry has been subject to significant downturns as a result of
diminished demand for semiconductor products, general reductions in
semiconductor inventory levels by customers, excess production capacity, and
accelerated declines in average selling prices. If these or other conditions in
the semiconductor industry occur in the future, there could be an adverse effect
on our operating results.
11
<PAGE> 13
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE
Our quarterly operating results may fluctuate in the future as a result
of a number of factors, including the cyclical nature of the semiconductor
industry, the cyclical nature of demand for our customers' products, general
economic conditions in the countries where we sell our products, price
competition, the timing of our and our competitors' new product introductions,
product obsolescence, the scheduling, rescheduling and cancellation of large
orders by our customers, our ability to develop new process technologies and
achieve volume production at the foundries of TSMC, Sharp or WaferTech, 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.
OUR STOCK PRICE MAY BE SUBJECT TO SIGNIFICANT VOLATILITY
In recent years, the stock market has experienced extreme price
volatility and the price of our common stock has been subject to wide
fluctuations. The overall stock market, the prices of semiconductor stocks in
general and the price of our stock may continue to fluctuate greatly. We believe
that factors such as quarter-to-quarter variances in financial results,
announcements of new products, new orders and order rate variations by us or our
competitors could cause the market price of our common stock to fluctuate
substantially. In addition, the stock prices for many high technology companies
experience large fluctuations, which are often unrelated to the operating
performance of the specific companies. Broad market fluctuations, as well as
general economic conditions such as a recessionary period or high interest
rates, may adversely affect the market price of our common stock.
WE DEPEND ON INTERNATIONAL SALES FOR A SIGNIFICANT PORTION OF OUR REVENUE
During each of the last three years, international sales constituted
nearly half of our total sales. Through June 30, 2000, all international sales
were denominated in U.S. dollars. Our international sales are subject to those
risks common to all international activities, including governmental regulation,
possible imposition of tariffs or other trade barriers and currency
fluctuations.
OUR FUTURE SUCCESS DEPENDS ON OUR ABILITY TO SUCCESSFULLY COMPETE WITH OTHER
TECHNOLOGY FIRMS IN ATTRACTING AND RETAINING KEY TECHNICAL AND MANAGEMENT
PERSONNEL
Our future success is dependent in large part upon the continued service
of our key management, technical, sales and support employees and on our ability
to continue to attract and retain additional qualified employees. The
competition for such employees is intense and the loss of key employees could
have an adverse effect on our operating results.
USE OF PROCEEDS
Because the shares of our common stock offered hereunder will be issued
upon exchange of the exchangeable shares of Altera Exchange Co., none of which
will be held by us, we will receive no proceeds upon such issuance. This
registration statement is intended to satisfy certain of our obligations under
our agreements with DesignPro Inc. and Right Track CAD Inc. Under those
agreements, we have agreed to pay the expenses of registration of these shares
under federal and state securities laws.
12
<PAGE> 14
SELLING STOCKHOLDERS
The following table provides the aggregate number and percentage of
shares of our common stock beneficially owned by the selling stockholders of
DesignPro Inc. and Right Track CAD Inc., listed separately as a group, prior to
the offering or offerings and upon completion of the offering or offerings
pursuant to this prospectus, assuming (a) each selling stockholder who owns
shares of Altera Exchange Co. exchanges those shares for shares of our common
stock and (b) each selling stockholder sells all of his, her or its shares of
our common stock to which the prospectus relates. Because the selling
stockholders may sell all, some or none of their shares, no estimate can be made
of the aggregate number of shares that will ultimately be offered pursuant to
this prospectus or that will be owned by each selling stockholder after the
offering or offerings have been completed. No selling stockholder beneficially
owns one percent (1%) or greater of our outstanding common stock. As of August
23, 2000, there were 398,543,965 shares of our common stock issued and
outstanding. None of the selling stockholders has held a position or office or
had a material relationship with us or our affiliates within the past three
years other than employment relationships of certain selling stockholders with
two of our Canadian subsidiaries and other than as a result of the ownership of
Altera Exchange Co. stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP PRIOR BENEFICIAL OWNERSHIP AFTER
TO OFFERING THE OFFERING
-------------------------- --------------------------
NUMBER OF
PERCENTAGE SHARES PERCENTAGE
NUMBER OF OF SHARES OFFERED NUMBER OF OF SHARES
COMPANY SHARES OUTSTANDING HEREBY SHARES OUTSTANDING
------- ---------- ----------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
DesignPro Inc. 220,896 * 220,896 220,896 *
Stockholders
Right Track CAD Inc. 664,758 * 664,758 664,758 *
Stockholders
</TABLE>
---------
* Less than 1%.
13
<PAGE> 15
PLAN OF DISTRIBUTION
This prospectus relates to the possible offer and sale from time to time
by certain of the selling stockholders of up to an aggregate of 885,654 shares
of our common stock if and to the extent they exchange their shares of stock of
Altera Exchange Co. for our shares of common stock. These shares were issued in
connection with our acquisition in two separate transactions of DesignPro Inc.
and Right Track CAD Inc. This prospectus has been prepared in connection with
registering these shares to allow for sales of these shares by the applicable
selling stockholders to the public. We have registered the shares for sale
pursuant to the terms of the respective acquisition agreements, but registration
of these shares does not necessarily mean that any of these shares will be
offered and sold by the holders thereof.
We will not receive any proceeds from the issuance of the shares of
common stock to the selling stockholders or from the sale of the shares by the
selling stockholders, but we have agreed to pay all expenses of the offering of
the shares (except that the selling stockholders will pay any applicable
underwriting fees, discounts, or commission and transfer taxes, as well as the
fees and disbursements of counsel to and experts for the selling stockholders).
The selling stockholders may from time to time sell the shares directly to
purchasers. Alternatively, the selling stockholders may from time to time offer
the shares through dealers or agents, who may receive compensation in the form
of commissions from the selling stockholders and from the purchasers of the
shares for whom they may act as agent. The selling stockholders and any dealers
or agents that participate in the distribution of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act and any profit on the
sale of the common stock by them and any commissions received by any such
dealers or agents might be deemed to be underwriting commissions under the
Securities Act.
In connection with distribution of the shares of common stock covered by
this prospectus, the selling stockholders may enter into hedging transactions
with broker-dealers, and the broker-dealers may engage in short sales of the
common stock in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders also may sell the common stock short and
deliver the common stock to close out such short positions. The selling
stockholders also may enter into option or other transactions with
broker-dealers that involve the delivery of the shares to the broker-dealers,
who may then resell or otherwise transfer the shares.
The selling stockholders may transfer the shares to a donee and any
donee would become a selling stockholder under this prospectus. The selling
stockholders also may loan or pledge the shares. If a selling stockholder
defaults on a loan secured by the shares, the pledgee could obtain ownership of
the shares and would then become a selling stockholder under this prospectus.
14
<PAGE> 16
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission ("SEC"). You may
read and copy any document we file with the SEC at the SEC's public reference
rooms at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the SEC's regional offices at Seven World Trade Center, 13th
Floor, New York, New York 10048, and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. The SEC also maintains a
web site that contains reports, proxy and information statements, and other
information regarding registrants that file electronically with the SEC
(http://www.sec.gov) and through which our filings are available.
We have filed a registration statement of which this prospectus is a
part and related exhibits with the SEC under the Securities Act of 1933. The
registration statement contains additional information about us. You may inspect
the registration statement and exhibits without charge at the office of the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549, and you may obtain copies
from the SEC at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus. Any statement contained in a document which
is incorporated by reference in this prospectus is automatically updated and
superseded if information contained in this prospectus, or information that we
later file with the SEC, modifies or replaces this information. We incorporate
by reference the following documents we have filed or will file with the SEC:
- Annual Reports on Form 10-K, Form 10-K/A (Amendment No. 1) and
Form 10-K/A (Amendment No. 2) for the year ended December 31,
1999, filed with the SEC on March 24, 2000, March 29, 2000, and
August 11, 2000, respectively, pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act");
- Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2000 and June 30, 2000, pursuant to Section 13(a) of
the Exchange Act;
- the description of our common stock contained in our
Registration Statement on Form 8-A filed with the SEC on March
18, 1988, pursuant to Section 12 of the Exchange Act, including
any amendment or report filed with the SEC for the purpose of
updating such description; and
- all documents filed by us with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this prospectus and prior to the termination of the offering.
To receive a free copy of any of the documents incorporated by reference
in this prospectus (other than exhibits, unless they are specifically
incorporated by reference in the documents), call or write Altera Corporation,
101 Innovation Drive, San Jose, California 95134, Attention: Secretary
(408/544-7000).
15
<PAGE> 17
FORWARD-LOOKING STATEMENTS
This prospectus, as well as the documents incorporated by reference into
this prospectus, include "Forward-Looking Statements." All statements other than
statements of historical fact are "Forward-Looking Statements" for purposes of
these provisions, including any projections of earnings, revenues or other
financial items, any statements of the plans and objectives of management for
future operations, any statements concerning proposed new products or services,
any statements regarding future economic conditions or performance, and any
statement of assumptions underlying any of the foregoing. In some cases,
Forward-Looking Statements can be identified by the use of terminology such as
"may," "will," "expects," "plans," "anticipates," "estimates," "potential," or
"continue," or the negative thereof or other comparable terminology. Although
Altera believes that the expectations reflected in the Forward-Looking
Statements contained herein are reasonable, there can be no assurance that such
expectations or any of the Forward-Looking Statements will prove to be correct,
and actual results could differ materially from those projected or assumed in
the Forward-Looking Statements. Future financial condition and results of
operations, as well as any Forward-Looking Statements, are subject to inherent
risks and uncertainties, including but not limited to the factors described
under "Risk Factors" beginning on page 4 and the reasons described elsewhere in
this prospectus. All Forward-Looking Statements and reasons why results may
differ included in this prospectus are made as of the date hereof, and we assume
no obligation to update any such Forward-Looking Statement or reason why actual
results might differ.
16
<PAGE> 18
LEGAL MATTERS
Morrison & Foerster LLP, Palo Alto, California will issue an opinion to
us regarding certain matters of Delaware law.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K of Altera Corporation for the year ended December
31, 1999 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.
17
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses relating to the registration of the securities will be
borne by the Registrant. These expenses are set forth in the table below. All
amounts are estimates except the Securities Act registration fee. The selling
stockholders will not be paying for any of these expenses.
<TABLE>
<CAPTION>
<S> <C>
Securities Act Registration Fee.................................................. $14,621.00
Accounting Fees and Expenses..................................................... 10,000.00
Legal Fees and Expenses ......................................................... 30,000.00
Miscellaneous Expenses........................................................... 5,379.00
----------
Total............................................................................ $60,000.00
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the General Corporate Law of the State of Delaware,
the Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). The Registrant's
Bylaws also provide for mandatory indemnification of its directors, executive
officers, employees and agents, to the fullest extent permissible under Delaware
law.
The Registrant's Certificate of Incorporation provides that the
liability of its directors for monetary damages shall be eliminated to the
fullest extent permissible under Delaware law. Pursuant to Delaware law, this
includes elimination of liability for monetary damages for breach of the
directors' fiduciary duty of care to the Registrant and its stockholders. These
provisions do not eliminate the directors' duty of care and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for any
transaction from which the director derived an improper personal benefit, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other laws, such as the securities laws or state or
federal environmental laws. The Registrant maintains a policy of directors' and
officers' liability insurance that insures the Registrant's directors and
officers against the costs of defense, settlement or payment of a judgment under
certain circumstances.
ITEM 16. EXHIBITS
See documents listed in the Exhibit Index for a list of documents that
are filed as part of this Registration Statement.
II-1
<PAGE> 20
ITEM 17. 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 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;
and
(iii) To include any material information with respect to the plan
of distribution not previously discussed 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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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
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
II-2
<PAGE> 21
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 hereunder, 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.
II-3
<PAGE> 22
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-3 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 August 28, 2000.
ALTERA CORPORATION
By: /s/ Nathan M. Sarkisian
-----------------------------------
Nathan M. Sarkisian,
Senior Vice President 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, and each of
them, as his attorney-in-fact, each with the power of substitution, for him or
her in any and all capacities to sign any 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 said attorney-in-fact, or his
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 dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Rodney Smith President, Chief Executive Officer August 28, 2000
------------------------------ (Principal Executive Officer) and
Rodney Smith Chairman of the Board of Directors
/s/ Nathan M. Sarkisian Senior Vice President and Chief August 28, 2000
------------------------------ Financial Officer (Principal Financial
Nathan M. Sarkisian and Accounting Officer)
/s/ Charles M. Clough Director August 28, 2000
------------------------------
Charles M. Clough
/s/ Michael A. Ellison Director August 28, 2000
------------------------------
Michael A. Ellison
</TABLE>
II-4
<PAGE> 23
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Paul Newhagen Director August 28, 2000
------------------------------
Paul Newhagen
Director
------------------------------
Robert W. Reed
/s/ Deborah D. Reiman Director August 28, 2000
------------------------------
Deborah D. Reiman
/s/ William E. Terry Director August 28, 2000
------------------------------
William E. Terry
</TABLE>
II-5
<PAGE> 24
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
4.1 Specimen copy of certificate for shares of Common Stock of the
Registrant.(1)
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
(1) Incorporated by reference to identically numbered exhibit filed in
response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K for
the fiscal year ended December 31, 1997.
