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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 2000
REGISTRATION NO. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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 77-0016691
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
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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)
2000 NON-QUALIFIED STOCK OPTION PLAN NO. 1
RESTRICTED STOCK PURCHASE RIGHT
(Full title of the plan)
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RODNEY SMITH
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
ALTERA CORPORATION
101 INNOVATION DRIVE
SAN JOSE, CALIFORNIA 95134
(408) 544-7000
(Name, address, and telephone number,
including area code, of agent for service)
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Copies to:
C. WENDELL BERGERE, ESQ. WARREN L. TROUPE, ESQ.
ALTERA CORPORATION JULIE A. HERZOG, ESQ.
101 INNOVATION DRIVE MORRISON & FOERSTER LLP
SAN JOSE, CALIFORNIA 95134 370 17TH STREET, SUITE 5200
(408) 544-7000 DENVER, COLORADO 80202
(303) 592-1500
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE PRICE FEE
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Common Stock, $0.001 par value issuable to:
2000 Non-Qualified Stock Option Plan No. 1 153,945 $30.3125(2) $4,666,457.81 $1,231.95
Restricted Stock Purchase Right 20,000 $0.001 (3) $20.00 $0.01
=================================================== ============== ================== ==================== ==============
TOTAL 173,945 $4,666,477.81 $1,231.96
=================================================== ============== ================== ==================== ==============
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(1) This Registration Statement shall also cover any additional shares of Common
Stock that become issuable under the Registrant's 2000 Non-Qualified Stock
Option Plan No. 1 or otherwise, by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the Registrant's
receipt of consideration that results in an increase in the number of the
outstanding shares of Registrant's Common Stock.
(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 selling
prices per share of the Registrant's Common Stock on October 10, 2000 as
reported on The Nasdaq National Market.
(3) Computed in accordance with Rule 457(h) of the Securities Act of 1933, as
amended. Such computation is based on the exercise price of $0.001 per share
covering shares to be sold pursuant to the Restricted Stock Purchase Right.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN
ACCORDANCE WITH RULE 462 UNDER THE SECURITIES ACT OF 1933,
AS AMENDED.
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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 and information filed with the Securities and
Exchange Commission (the "Commission") pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):
1. The Registrant's Annual Reports on Form 10-K and Form 10-K/A for the
fiscal year ended December 31, 1999, filed with the Commission on March 24,
2000, March 29, 2000 and August 11, 2000, respectively;
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, and June 30, 2000, filed with the Commission on May 12, 2000 and
August 14, 2000, respectively; and
3. The description of the Registrant's Common Stock as set forth in the
Registration Statement on Form 8-A filed with the Commission on March 18, 1988,
including any amendments or reports filed with the Commission for the purpose of
updating such descriptions.
All documents subsequently filed by the Registrant 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.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. 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 Registrant's Amended and Restated
Certificate of Incorporation and 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 Amended and Restated 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 its directors and officers against
the costs of defense, settlement or payment of a judgment under certain
circumstances.
The above discussion of the Registrant's Amended and Restated Certificate
of Incorporation and Bylaws and of Delaware law is not intended to be exhaustive
and is qualified in its entirety by such Certificate of Incorporation, Bylaws
and statutes.
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 Bylaws, as well as certain additional procedural protections.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
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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 Morrison & Foerster LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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(1) Incorporated by reference to the 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 filed with the Commission on March 30,
1998.
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;
(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
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(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;
provided, however, that paragraphs (a)(1)(i) and (1)(ii) shall 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 Section 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 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 Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 October 11, 2000.
ALTERA CORPORATION
By: /s/ Nathan M. Sarkisian
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Nathan M. Sarkisian,
Senior Vice President and
Chief Financial Officer
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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 or either of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents, or either of them, or
their or his or her substitutes or substitute, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
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:
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/s/ Rodney Smith President, Chief Executive Officer (Principal October 11, 2000
----------------------------- Executive Officer) and Chairman of the Board of
Rodney Smith Directors
/s/ Nathan M. Sarkisian Senior Vice President and Chief Financial Officer October 11, 2000
----------------------------- (Principal Financial and Accounting Officer)
Nathan M. Sarkisian
/s/ Charles M. Clough Director October 11, 2000
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Charles M. Clough
/s/ Michael A. Ellison Director October 11, 2000
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Michael A. Ellison
/s/ Paul Newhagen Director October 11, 2000
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Paul Newhagen
/s/ Robert W. Reed Director October 11, 2000
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Robert W. Reed
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Director October __, 2000
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Deborah D. Reiman
/s/ William E. Terry Director October 11, 2000
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William E. Terry
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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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 Morrison & Foerster LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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(1) Incorporated by reference to the 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 filed with the Commission on March 30,
1998.
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