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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 10-K/A
(AMENDMENT NO. 2)
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FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-16617
ALTERA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 77-0016691
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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101 INNOVATION DRIVE, SAN JOSE, CALIFORNIA 95134
(Address of Principal Executive Offices, including Zip Code)
(408) 544-7000
(Registrant's Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such requirements for
the past 90 days. YES X NO ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to this
Form 10-K. ____
The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant was approximately $13,629,411,000 as of August
4, 2000, based upon the closing sale price on the Nasdaq National Market for
that date. Shares of the Registrant's Common Stock held by each executive
officer, director, and holder of 5% or more of the outstanding Common Stock have
been excluded in that such persons may be deemed to be affiliates.
There were 199,483,649 shares of the Registrant's Common Stock issued and
outstanding as of August 4, 2000.
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DOCUMENTS INCORPORATED BY REFERENCE
Items 5 and 6 of Part II incorporate information by reference from the Annual
Report to Stockholders for the fiscal year ended December 31, 1999.
Items 11, 12 and 13 of Part III incorporate information by reference from the
Proxy Statement for the Annual Meeting of Stockholders held on May 10, 2000.
Except for the historical information presented, the matters discussed in this
Form 10-K include forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. The Company's actual results could differ materially from those projected
in the forward-looking statements as a result of risk factors that include, but
are not limited to, those discussed under the caption "Future Results" under
Item 7 herein, as well as factors discussed elsewhere in this Form 10-K.
This Annual Report on Form 10-K/A (Amendment No. 2) is being filed for the sole
purpose of adding Exhibit 10.43(a) to the Annual Report on Form 10-K filed by
the Registrant on March 24, 2000. Item 14 of the Registrant's Annual Report on
Form 10-K is hereby amended in its entirety as follows:
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
1. Financial Statements
The information required by this item is included in Item 8 of Part II of this
Form 10-K.
2. Financial Statement Schedules.
All schedules have been omitted as they are either not required, not applicable,
or the required information is included in the financial statements or notes
thereto.
3. Exhibits.
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EXHIBIT
NUMBER EXHIBIT
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3.1 Certificate of Incorporation filed with the Delaware Secretary of State on March 25, 1997 (which
became the Certificate of Incorporation of the Registrant on June 19, 1997).(15)
3.2 By-laws of the Registrant as adopted May 5, 1997 (which became the By-laws of the Registrant on June
19, 1997).(15)
4.1 Specimen copy of certificate for shares of Common Stock of the Registrant.(16)
10.1(*) License Agreement dated as of July 12, 1994 with Intel Corporation.(9)
10.2(*) Supply Agreement dated as of July 12, 1994 with Intel Corporation.(9)
10.3(a)+ 1987 Stock Option Plan, and forms of Incentive and Nonstatutory Stock Option Agreements, as amended
March 22, 1995 and as restated effective May 10, 1995.(12)
##10.4(b)+ 1987 Employee Stock Purchase Plan, and form of Subscription Agreement, as restated effective May 26,
1999.
10.22(*) Advanced Micro Devices, formerly MMI, Settlement Agreement and associated Series E Preferred Stock
Purchase Agreement and Patent License Agreement, all dated March 31, 1987.(1)
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10.26 Form of Indemnification Agreement entered into with each of the Registrant's officers and
directors.(16)
##10.33(b)+ 1988 Director Stock Option Plan and form of Outside Director Nonstatutory Stock Option Agreement
restated effective May 7, 1997.
10.37 LSI Products Supply Agreement with Sharp Corporation, dated October 1, 1993.(7)
##10.37(a) Letter Agreement, dated August 20, 1996, by and between Registrant and Sharp Corporation,
amending the LSI Product Supply Agreement, dated October 1, 1993.
##10.37(b) Letter Agreement, dated May 22, 1997, by and between Registrant and Sharp Corporation, amending
the LSI Product Supply Agreement, dated October 1, 1993.
##10.37(c) Letter Agreement, dated May 22, 1998, by and between Registrant and Sharp Corporation, amending
the LSI Product Supply Agreement, dated October 1, 1993.
10.38+ Altera Corporation Nonqualified Deferred Compensation Plan and Trust Agreement dated February 1 1994,
and form of Deferred Compensation Agreement.(7)
10.39(*) Wafer Supply Agreement dated June 26, 1995 between Registrant and Taiwan Semiconductor Manufacturing
Co., Ltd.(11)
10.41(*) Memorandum of Intent dated October 1, 1995 between Registrant and Taiwan Semiconductor Manufacturing
Co., Ltd.(13)
10.42(*) Amendment No. 1 dated as of October 1, 1995 to Wafer Supply Agreement dated as of June 26, 1995 by and
between Registrant and Taiwan Semiconductor Manufacturing Co., Ltd. And to Option Agreement 1 dated as
of June 26, 1995 between Registrant and Taiwan Semiconductor Manufacturing Co., Ltd.(13)
##10.42(a) Amendment of Wafer Supply Agreement dated June 1, 1997 by and between Registrant and Taiwan
Semiconductor Manufacturing Co., Ltd.
10.43(*) Option Agreement 2 dated as of October 1, 1995 by and between Registrant and Taiwan Semiconductor
Manufacturing Co., Ltd. (13)
#10.43(a)(**) Amendment dated as of December 1, 1999 to Option Agreement 2 between Registrant and Taiwan
Semiconductor Manufacturing Co., Ltd. dated October 1, 1995.
10.45(a)+ 1996 Stock Option Plan, as amended October 5, 1999.(13)
10.45(b)+ Form of Stock Option Agreement under 1996 Stock Option Plan.(13)
10.47 Second Amended and Restated Limited Liability Company Agreement of WaferTech, LLC, a Delaware limited
liability company, dated as of October 28, 1997.(16)(17)
##10.47(a) Amendment to Second Amended and Restated Limited Liability Company Agreement of WaferTech, LLC, a Delaware
limited liability company, dated as of November 30, 1998.
##10.47(b) Second Amendment to Second Amended and Restated Limited Liability Company Agreement of
WaferTech, LLC, a Delaware limited liability company, dated as of January 1999.
10.48 Purchase Agreement by and between Taiwan Semiconductor Manufacturing Co., Ltd., as Seller, and Analog
Devices, Inc., the Registrant and Integrated Silicon Solutions, Inc., as Buyers (dated as of June 25,
1996).(14)
10.50 Agreement and Plan of Merger dated June 18, 1997.(15)
10.51(a)+ 1998 Director Stock Option Plan.(18)
10.51(b)+ Form of Stock Option Agreement under 1998 Director Stock Option Plan.(18)
10.52 Assignment and Assumption Agreement, dated as of January 29, 1999, by and between Registrant and
Analog Devices, Inc.(18)
10.53 Product Distribution Agreement with Arrow Electronics Incorporated, effective January 26, 1999.(19)
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10.54 Product Distribution Agreement with Wyle Electronics Incorporated, effective January 26, 1999.(19)
10.55+ Form of Restricted Stock Purchase Agreement.(20)
##11.1 Computation of Earnings per Share (included on page 26).
##13.1 Annual Report to Stockholders for the fiscal year ended December 31, 1999 (to be deemed filed
only to the extent required by the instructions to Exhibits for Reports on Form 10-K).
##21.1 Subsidiaries of the Registrant.
##23.1 Consent of PricewaterhouseCoopers LLP.
##24.1 Power of Attorney (included on page 43).
##27.1 Financial Data Schedule.
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(1) Incorporated by reference to identically numbered exhibits filed in
response to Item 16(a), "Exhibits," of the Registrant's Registration
Statement on Form S-1 (File No. 33-17717), as amended, which became
effective March 29, 1988.
(2) Incorporated by reference to identically numbered exhibits filed in
response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1988.
(3) Incorporated by reference to identically numbered exhibits filed in
response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1989.
(4) Incorporated by reference to identically numbered exhibits filed in
response to Item 6(a), "Exhibits," of the Registrant's Report on Form 10-Q
for the quarter ended March 31, 1990, as amended by a Form 8 filed on July
13, 1990.
(5) Incorporated by reference to identically numbered exhibits filed in
response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1990.
(6) Incorporated by reference to identically numbered exhibits filed in
response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1992.
(7) Incorporated by reference to identically numbered exhibits filed in
response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1993.
(8) Incorporated by reference to identically numbered exhibits filed in
response to Item 7, "Exhibits," of the Registrant's Report on Form 8-K
dated October 15, 1994 and 8-K/A dated December 15, 1994.
(9) Incorporated by reference to identically numbered exhibits filed in
response to Item 6(a), "Exhibits," of the Registrant's Report on Form 10-Q
for the quarter ended September 30, 1994.
(10) Incorporated by reference to identically numbered exhibits filed in
response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1994.
(11) Incorporated by reference to identically numbered exhibits filed in
response to Item 6(a), "Exhibits," of the Registrant's Report on Form 10-Q
for the quarter ended June 30, 1995.
(12) Incorporated by reference to identically numbered exhibits filed in
response to Item 8, "Exhibits," of the Registrant's Registration Statement
on Form S-8 (File No. 33-61085), as amended, which became effective July
17, 1995.
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(13) Incorporated by reference to identically numbered exhibits filed in
response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1995.
(14) Incorporated by reference to identically numbered exhibits filed in
response to Item 6(a), "Exhibits," of the Registrant's Report on Form 10-Q
for the quarter ended June 30, 1996.
(15) Incorporated by reference to identically numbered exhibits filed in
response to Item 6(a), "Exhibits," of the Registrant's Report on Form 10-Q
for the quarter ended June 30, 1997.
(16) Incorporated by reference to identically numbered exhibits 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.
(17) Exhibits to this document are incorporated by reference to the exhibits to
the identically numbered document filed in response to Item 6(a),
"Exhibits," of the Registrant's Report on Form 10-Q for the quarter ended
June 30, 1996.
(18) Incorporated by reference to identically numbered exhibits filed in
response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1998.
(19) Incorporated by reference to identically numbered exhibits filed in
response to Item 6(a), "Exhibits," of the Registrant's Report on Form 10-Q
for the quarter ended March 31, 1999.
(20) Incorporated by reference to identically numbered exhibits filed in
response to Item 8, "Exhibits," of the Registrant's Registration Statement
on Form S-8 (File No. 333-31304), filed on February 29, 2000.
# Filed herewith.
## Previously filed.
(*) Confidential treatment has previously been granted for portions of this
exhibit pursuant to an order of the Commission.
(**) Confidential treatment has been requested for portions of this exhibit.
+ Management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Report on Form 10-K pursuant to Item 14(c)
thereof.
(b) Reports on Form 8-K.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K/A
to be signed on its behalf, by the undersigned thereto duly authorized.
ALTERA CORPORATION
By: /s/ NATHAN SARKISIAN
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Nathan Sarkisian
Senior Vice President and Chief Financial
Officer
August 11, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report on Form 10-K/A has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
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Signature Capacity in Which Signed Date
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* President, Chief Executive Officer (Principal August 11, 2000
------------------------------ Executive Officer) and Chairman of the Board of
Rodney Smith Directors
/s/ NATHAN SARKISIAN Senior Vice President and Chief Financial Officer August 11, 2000
------------------------------ (Principal Financial and Accounting Officer)
Nathan Sarkisian
* Director August 11, 2000
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Charles M. Clough
* Director August 11, 2000
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Michael A. Ellison
* Director August 11, 2000
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Paul Newhagen
* Director August 11, 2000
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Robert W. Reed
* Director August 11, 2000
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Deborah D. Rieman
* Director August 11, 2000
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William E. Terry
* By: /s/ NATHAN SARKISIAN
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Nathan Sarkisian, as attorney-in-fact
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