<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 2000,
REGISTRATION NO. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
ALTERA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 77-0016691
------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
</TABLE>
101 INNOVATION DRIVE
SAN JOSE, CALIFORNIA 95134
(408) 544-7000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
RESTRICTED STOCK PURCHASE RIGHT
1996 STOCK OPTION PLAN
1987 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan(s))
----------------------
RODNEY SMITH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ALTERA CORPORATION
101 INNOVATION DRIVE
SAN JOSE, CA 95134
(408) 544-7000
(Name, address, 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, CA 95134 755 PAGE MILL ROAD
PALO ALTO, CA 94304-1018
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value issuable to:
Restricted Stock Purchase Right 10,000 $ 0.001 (1) $10.00 $0.00
1996 Stock Option Plan 6,500,000 $102.0625(2) $663,406,250.00 $175,139.25
1987 Employee Stock Purchase Plan 450,000 $102.0625(2) $45,928,125.00 $12,125.03
--------- ----------- --------------- -----------
====================================================================================================================
TOTAL 6,960,000 $709,334,385.00 $187,264.28
====================================================================================================================
</TABLE>
(1) Computed in accordance with Rule 457(h) of the Securities Act of 1933, as
amended. Such computation is based on the exercise price of $.001 per
share covering shares to be sold pursuant to the Restricted Stock Purchase
Right.
(2) Computed in accordance with Rule 457(h) of the Securities Act of 1933, as
amended. Such computation is based on the average of the high and low
price as reported on The Nasdaq National Market on July 12, 2000.
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference in this Registration Statement
the following documents:
1. The Company's Annual Reports on Form 10-K and Form 10-K/A for the fiscal
year ended December 31, 1999, filed with the Securities and Exchange Commission
(the "Commission") on March 24, 2000, and March 29, 2000, respectively, 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,
2000, filed with the Commission on May 12, 2000, pursuant to Section 13(a) of
the Exchange Act.
3. The description of the Company's Common Stock as set forth in the
Registration Statement on Form 8-A filed with the Commission on March 18, 1988,
pursuant to Section 12 of the Exchange Act, including any amendment or report
filed with the Securities and Exchange Commission for the purpose of updating
such description.
4. All documents subsequently 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 hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
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 SEVENTH of the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damage for breach of their
fiduciary duty as a director, to the extent allowed under Delaware law. Article
VII of the Registrant's By-Laws provides, among other things, that (i) the
Registrant is required to
2
<PAGE> 3
indemnify its directors and officers and persons serving in such capacities in
other business enterprises at the Registrant's request, (ii) the Registrant is
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 provides for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such individuals, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising under the
Securities Act of 1933, as amended. 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 No. Description
----------- -----------
<S> <C>
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 (See page 7)
</TABLE>
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
3
<PAGE> 4
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(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 Section 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 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
4
<PAGE> 5
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.
5
<PAGE> 6
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-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 18, 2000.
ALTERA CORPORATION
By: /s/ Nathan M. Sarkisian
----------------------------------------------
Nathan M. Sarkisian, Senior Vice President and
Chief Financial Officer
6
<PAGE> 7
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 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 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 and Chief Executive Officer July 18, 2000
----------------------------- (Principal Executive Officer) and
Rodney Smith Chairman of the Board of Directors
/s/ Nathan M. Sarkisian Senior Vice President and Chief July 18, 2000
----------------------------- Financial Officer (Principal
Nathan M. Sarkisian Financial and Accounting Officer)
/s/ Charles M. Clough Director July 18, 2000
-----------------------------
Charles M . Clough
/s/ Michael A. Ellison Director July 18, 2000
-----------------------------
Michael A. Ellison
/s/ Paul Newhagen Director July 18, 2000
-----------------------------
Paul Newhagen
Director July __, 2000
-----------------------------
Robert W. Reed
/s/ Deborah D. Reiman Director July 18, 2000
-----------------------------
Deborah D. Rieman
/s/ William E. Terry Director July 18, 2000
-----------------------------
William E. Terry
</TABLE>
7
<PAGE> 8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
EXHIBITS
-----------------------------------
Registration Statement on Form S-8
Altera Corporation
July 18, 2000
8
