<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
LATTICE SEMICONDUCTOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------------------
<TABLE>
<S> <C>
DELAWARE 93-0835214
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
</TABLE>
5555 NE MOORE COURT
HILLSBORO, OREGON 97124-6421
(503) 681-0118
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
--------------------------
RODNEY F. SLOSS
VICE PRESIDENT, FINANCE
LATTICE SEMICONDUCTOR CORPORATION
5555 N.E. MOORE COURT
HILLSBORO, OREGON 97124-6421
(503) 681-0118
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
LARRY W. SONSINI, ESQ.
JOHN A. FORE, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
--------------------------
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
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share,
upon exercise of warrants to purchase
shares of Common Stock.................... 67,419 shares $34.00 $2,292,246.00 $694.62
</TABLE>
(1) The proposed Maximum Offering Price Per Share was estimated pursuant to Rule
457(h) under the Securities Act of 1933, as amended (the "Securities Act"),
under which rule the per share price is estimated by reference to the
exercise price of the securities, which exercise price is $34.00.
--------------------------
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 7, 1996
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 STATE.
<PAGE>
PRELIMINARY PROSPECTUS
LATTICE SEMICONDUCTOR CORPORATION
67,419 SHARES
COMMON STOCK
This Prospectus relates to 67,419 shares (the "Shares") of the common stock
(the "Common Stock") of Lattice Semiconductor Corporation (the "Company") which
are issuable upon exercise of a warrant ("Warrant") issued to Bain & Company,
Inc. (the "Warrantholder"), pursuant to a Warrant to purchase shares of Common
Stock. The Warrants have been issued at an exercise price of $34.00 per share.
The Shares may be offered from time to time by the Warrantholder or its
permitted transferees (collectively the "Selling Stockholders") for their own
accounts at prevailing prices in the over-the-counter market on the date of
sale. The Selling Stockholders will bear all sales commissions and similar
expenses related to the sale of the Shares. The Company will pay all expenses
related to the registration of the Shares pursuant to the Registration Statement
of which this Prospectus is a part (the "Registration Statement"). None of the
Shares offered pursuant to this Prospectus have been registered prior to the
filing of the Registration Statement.
Each Selling Stockholder and any broker executing selling orders on behalf
of a Selling Stockholder may be deemed to be an "underwriter" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"), in which event
commissions received by such broker may be deemed to be underwriting commissions
under the Securities Act.
------------------------
The Common Stock of the Company is traded on the Nasdaq National Market and
is quoted under the symbol LSCC. On November 1, 1996, the last reported sale
price of the Common Stock as reported by the Nasdaq National Market was $36 5/8
per share.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is November , 1996
<PAGE>
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Selling Stockholder. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of any
such person, a copy of any and all of the information that has been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents. Requests for such copies should be directed to the Company's Chief
Financial Officer at 5555 NE Moore Court, Hillsboro, Oregon 97124-6421. The
Company's telephone number at that location is (503) 681-0118.
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC"). Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the SEC, Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549 and at the SEC's regional offices at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661 and Seven World
Trade Center, 13th Floor, New York, NY 10048; and copies of such material can be
obtained from the Public Reference Section of the SEC, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock is
traded on the Nasdaq National Market. The foregoing materials should also be
available for inspection at the National Association of Securities Dealers,
Inc., 9513 Key West Avenue, Rockville, MD 20850. The SEC maintains a World Wide
Web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC. The
address of that site is http://www.sec.gov.
------------------------
This Prospectus contains information concerning Lattice Semiconductor
Corporation and the sale of its Common Stock by the Selling Stockholders, but
does not contain all the information set forth in the Registration Statement
which the Company has filed with the SEC under the Securities Act. The
Registration Statement, including various exhibits, may be inspected at the
SEC's office in Washington, D.C.
2
<PAGE>
THE COMPANY
Lattice Semiconductor Corporation was incorporated in Oregon in 1983 and
reincorporated in Delaware in 1985. Its principal executive offices are located
at 5555 N.E. Moore Court, Hillsboro, Oregon 97124-6421 and its telephone number
at that location is (503) 681-0118. The Common Stock of the Company is traded on
the Nasdaq National Market and is quoted under the symbol LSCC.
DESCRIPTION OF WARRANTS
GENERAL
The Shares offered by this Prospectus are issuable upon the exercise of the
Warrant issued pursuant to the Warrant to purchase shares of Common Stock. The
Warrants were approved by the Board of Directors of the Company in May 1996. As
of the date of this Prospectus, there are outstanding Warrants to purchase an
aggregate of 67,419 shares of the Company's Common Stock at an exercise price of
$34.00 per share. These outstanding Warrants expire in May 15, 2001 and vest
monthly according to the following schedule: (a) 6,609 Warrants per month for
the three-month period commencing March 1, 1996 and continuing through May 31,
1996; and (b) 5,288 Warrants per month for the nine-month period thereafter,
commencing June 1, 1996 and continuing through February 28, 1997. Upon exercise
of the Warrant, the exercise price must be paid in cash, certified check or
cashier's check.
CANCELLATION OF THE WARRANT
If the Warrantholder should for any reason cease to serve as a consultant of
the Company, the Warrant shall be exercisable only as to those shares which had
vested on the date of notice of termination. If the Warrantholder temporarily
ceases to serve as a consultant to the Company, then the vesting shall end as of
the date services cease and shall resume when services are re-engaged. Nothing
in the Warrant shall confer upon the Warrantholder any right with respect to
continuation of a consulting relationship with the Company, nor shall it
interfere in any way with the Company's right to terminate the Warrantholder as
a consultant at any time.
LIMITED TRANSFERABILITY OF THE WARRANT
The Warrant may not be transferred, sold or assigned without the prior
written consent of the Company. Warrants may be exercised only by the
Warrantholder or its permitted transferees. In addition, prior to the time this
Registration Statement becomes effective with the SEC, the Shares acquired upon
exercise of the Warrant may not be transferred or sold without giving written
notice to the Company of such sale.
CHANGES IN CAPITALIZATION
The exercise price of the Warrant and the number of shares of Common Stock
issuable upon exercise of the Warrant will be proportionately adjusted to
reflect any stock split, stock dividend or like event affecting the Common
Stock.
MERGER, SALE OF ASSETS OR LIQUIDATION
In the event of the proposed dissolution or liquidation of the Company, or
the proposed sale of substantially all of the assets of the Company, or the
proposed merger of the Company with or into another corporation, the
Warrantholder shall have the right to receive the kind and amount of shares of
stock or other property that the Warrantholder would have received if such
holder had exercised the Warrant for Shares prior to such liquidation, merger or
sale. The Board may, in its sole discretion, provide a 30-day period immediately
prior to the event in which the Warrantholder shall have the right to exercise
3
<PAGE>
its Warrant as to all or any part of the Shares, including Shares as to which
the Warrant would not otherwise be exercisable.
USE OF PROCEEDS
The proceeds received by the Company upon exercise of the Warrants from time
to time will be used for general working capital purposes.
PRICE RANGE OF COMMON STOCK
The following table sets forth the range of high and low sale prices of the
Company's Common Stock for the indicated periods, as reported by the Nasdaq
National Market. On November 1, 1996, the last reported sale price of the Common
Stock on the Nasdaq National Market was $36 5/8 per share. As of November 1,
1996, the Company had approximately 319 holders of record of the Common Stock.
All prices have been restated to reflect a three-for-two stock split effected in
the form of a stock dividend which was paid on July 6, 1993.
<TABLE>
<CAPTION>
HIGH LOW
-------- --------
<S> <C> <C>
Fiscal year ended April 1, 1995:
First Quarter......................... $ 19 5/8 14 3/4
Second Quarter........................ 20 1/8 16 1/4
Third Quarter......................... 19 3/8 15 1/2
Fourth Quarter........................ 27 1/8 16 3/8
Fiscal year ended March 30, 1996:
First Quarter......................... 37 1/8 23
Second Quarter........................ 43 28 7/8
Third Quarter......................... 42 1/8 27 5/8
Fourth Quarter........................ 37 3/8 26 3/8
Fiscal year ending March 29, 1997
First Quarter......................... 36 22 3/4
Second Quarter........................ 30 1/2 20 1/2
Third Quarter (through November 1,
1996)............................... 36 5/8 27 7/8
</TABLE>
DIVIDEND POLICY
To date the Company has not declared or paid cash dividends on its Common
Stock. The Board of Directors of the Company presently intends to retain all
earnings for use in the Company's business and therefore does not anticipate
declaring or paying any cash dividends on its Common Stock in the foreseeable
future.
PLAN OF DISTRIBUTION
The Warrantholder may sell all or a portion of the Shares from time to time
in the Nasdaq National Market at prices prevailing in the public market at the
times of such sales. The Warrantholder may also make private sales directly or
through a broker or brokers, who may act as agent or as principal. In connection
with any sales, the Warrantholder and any brokers participating in such sales
may be deemed to be underwriters within the meaning of the Securities Act. Any
broker-dealer participating in such transactions as agent may receive
commissions from the Warrantholder (and from any purchaser of shares in such
transaction). Usual and customary brokerage fees will be paid by the
Warrantholder.
There can be no assurances that the Warrantholder will sell any or all of
the Shares of Common Stock offered hereunder.
4
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this Prospectus the following
documents and information heretofore filed with the SEC:
(a) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 29, 1996, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act.
(b) The Company's Annual Report on Form 10-K for the fiscal year ended
March 30, 1996, filed pursuant to Section 13(a) or 15(d) of the Exchange
Act.
(c) The description of the Company's Common Stock which is contained in
the Company's Registration Statement on Form 8-A filed with the SEC on
September 27, 1989, pursuant to Section 12 of the Exchange Act, including
any amendment or report filed for the purpose of updating any such
description.
(d) The description of the preferred stock purchase rights of the
Company contained in the Company's Registration Statement on Form 8-A filed
with the SEC on September 13, 1991.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Company's Annual Report on Form 10-K of Lattice Semiconductor
Corporation for the year ended March 30, 1996, have been so incorporated in
reliance on the report of Price Waterhouse, LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby has been
passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Palo Alto, California.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC registration fee........................................ $ 694.62
Fees and expenses of counsel................................ 7,500.00
Fees and expenses of accountants............................ 1,500.00
Blue sky fees and expenses.................................. 1,500.00
Miscellaneous............................................... 305.38
-----------
Total..................................................... $ 11,500.00
-----------
-----------
</TABLE>
Except for the SEC registration fee, all of the foregoing expenses have been
estimated. All of the above expenses will be paid by the Registrant.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation (the "Certificate") limits, to
the maximum extent permitted by Delaware law, the personal liability of
directors for monetary damages for their conduct as a director. The Company's
Bylaws provide that the Company shall indemnify its officers and directors and
may indemnify its employees and other agents to the fullest extent permitted by
law.
Section 145 of the Delaware General Corporation Law ("Delaware Law")
provides that a corporation may indemnify a director, officer, employee or agent
made a party to an action by reason of the fact that he was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation against expenses actually and reasonably incurred by him in
connection with such action if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.
Delaware Law does not permit a corporation to eliminate a director's duty of
care, and the provisions of the Certificate have no effect on the availability
of equitable remedies such as injunction or rescission, based upon a director's
breach of the duty of care. Insofar as indemnification for liabilities arising
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), may
be permitted to foregoing provisions and agreements, the Registrant has been
informed that in the opinion of the staff of the SEC such indemnification is
against public policy as expressed in the Exchange Act and is therefore
unenforceable.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- ----------------------------------------------------------------------------------------------
<C> <S>
4.1 Warrant to Purchase Shares of Common Stock dated August 12, 1996.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Counsel to the Registrant.
23.1 Consent of Price Waterhouse, LLP, Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Counsel to the Registrant (included in Exhibit
5.1).
24.1 Power of attorney (see page II-3)
</TABLE>
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities Act"), each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's Annual
Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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
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 and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
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 Hillsboro, State of Oregon, on this 5th day of
November, 1996.
LATTICE SEMICONDUCTOR CORPORATION
By: /s/ CYRUS Y. TSUI
--------------------------------------
Cyrus Y. Tsui
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Cyrus Y. Tsui and Stephen A. Skaggs, and
each of them acting individually, as his or her attorney-in-fact, each with full
power of substitution, for him or her in any and all capacities, to sign any and
all 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
each of said attorneys-in-fact, or any substitute, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ----------------------------------------------- --------------------
<C> <S> <C>
/s/ CYRUS Y. TSUI
--------------------------------- President, Chief Executive Officer (Principal
Cyrus Y. Tsui Executive Officer) and Chairman of the Board November 5, 1996
of Directors
/s/ STEPHEN A. SKAGGS
--------------------------------- Senior Vice President, Chief Financial
Stephen A. Skaggs Officer (Principal Financial Officer) and November 5, 1996
Secretary
/s/ RODNEY F. SLOSS
--------------------------------- Vice President, Finance (Principal Accounting November 5, 1996
Rodney F. Sloss Officer) and Assistant Secretary
/s/ DANIEL S. HAUER
--------------------------------- Director November 5, 1996
Daniel S. Hauer
/s/ HARRY A. MERLO
--------------------------------- Director November 5, 1996
Harry A. Merlo
/s/ LARRY W. SONSINI
--------------------------------- Director November 5, 1996
Larry W. Sonsini
/s/ DOUGLAS C. STRAIN
--------------------------------- Director November 5, 1996
Douglas C. Strain
</TABLE>
II-3
<PAGE>
LATTICE SEMICONDUCTOR CORPORATION
REGISTRATION STATEMENT ON FORM S-3
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
4.1 Warrant to purchase shares of Common Stock dated August 12, 1996.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Counsel to the Registrant.
23.1 Consent of Price Waterhouse, LLP, Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Counsel to the Registrant (included in Exhibit 5.1).
24.1 Power of attorney (see page II-3).
</TABLE>
II-4
<PAGE>
EXHIBIT 4.1
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SALE
OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE
COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A
NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
Void after May 15, 2001
LATTICE SEMICONDUCTOR CORPORATION
WARRANT TO PURCHASE SHARES OF COMMON STOCK
___________________
THIS CERTIFIES THAT, for value received, Bain & Company, Inc. is entitled
to subscribe for and purchase shares of the fully paid and nonassessable Common
Stock, $.01 par value, of LATTICE SEMICONDUCTOR CORPORATION, subject to the
provisions and upon the terms and conditions hereinafter set forth.
1. DEFINITIONS.
For the purposes of this Warrant, the following terms shall have the
following meanings:
(a) ACT. "Act" means the Securities Act of 1933, as amended.
(b) COMMON STOCK. "Common Stock" means the fully paid and nonassessable
Common Stock, $.01 par value, of the Company.
(c) COMPANY. "Company" means Lattice Semiconductor Corporation, a
Delaware corporation.
(d) DATE OF AGREEMENT. "Date of Agreement" means May 15, 1996.
(e) DATE OF GRANT. "Date of Grant" means August 12, 1996.
(f) SHARES. "Shares" means the shares of Common Stock subject to this
Warrant, in the initial aggregate amount of 67,419, which amount is subject to
adjustment pursuant to Section 5 hereof.
(g) VALUE AT EXERCISE. "Value at Exercise" means the weighted (by trading
volume) average closing market price of the Company's Common Stock on the Nasdaq
National Market
1
<PAGE>
(or, if the Common Stock should cease to be traded thereon, on
such other exchange or public trading market on which the Common Stock may then
become traded) over the twenty (20) trading days immediately preceding the date
which is two trading days prior to the date this Warrant is surrendered.
(h) WARRANT. "Warrant" means this Warrant which entitles Bain & Company,
Inc., subject to the provisions and upon the terms and conditions set forth
herein, to purchase the Shares.
(i) WARRANT PRICE. "Warrant Price" means initially a price of $34.00
(thirty-four dollars) per Share, which price is subject to adjustment pursuant
to Section 5 hereof.
2. CONDITIONS TO EXERCISE.
(a) VESTING. Subject to subsection 2(b) below, the purchase right
represented by this Warrant shall be exercisable, cumulatively, as to the number
of Shares subject to the Warrant shown below at any time during the applicable
monthly period set forth below for the term of this Warrant.
- --------------------------------------------------------------------------------
NUMBER OF CUMULATIVE
APPLICABLE SHARES BECOMING NUMBER OF
MONTHLY PERIOD EXERCISABLE SHARES EXERCISABLE
- --------------------------------------------------------------------------------
March 1, 1996 - March 31, 1996 6,609 6,609
- --------------------------------------------------------------------------------
April 1, 1996 - April 30, 1996 6,609 13,218
- --------------------------------------------------------------------------------
May 1, 1996 - May 31, 1996 6,609 19,827
- --------------------------------------------------------------------------------
June 1, 1996 - June 30, 1996 5,288 25,115
- --------------------------------------------------------------------------------
July 1, 1996 - July 31, 1996 5,288 30,403
- --------------------------------------------------------------------------------
August 1, 1996 - August 31, 1996 5,288 35,691
- --------------------------------------------------------------------------------
September 1, 1996 - September 30, 1996 5,288 40,979
- --------------------------------------------------------------------------------
October 1, 1996 - October 31, 1996 5,288 46,267
- --------------------------------------------------------------------------------
November 1, 1996 - November 30, 1996 5,288 51,555
- --------------------------------------------------------------------------------
December 1, 1996 - December 31, 1996 5,288 56,843
- --------------------------------------------------------------------------------
January 1, 1997 - January 31, 1997 5,288 62,131
- --------------------------------------------------------------------------------
February 1, 1997 - February 28, 1997 5,288 67,419
- --------------------------------------------------------------------------------
(b) CONTINUED CONSULTING. In the event that Bain & Company, Inc. shall
cease to serve as a consultant of the Company for any reason, the Warrant shall
be exercisable only as to those
2
<PAGE>
Shares which had vested (as noted in subsection 2(a) above) by the date that
the Company gives Bain & Company, Inc. notice of its termination as a
consultant to the Company or the date that Bain & Company, Inc. gives the
Company notice that it is ceasing to serve as a consultant to the Company,
whichever is earlier. The vesting of this Warrant is earned by Bain &
Company, Inc.'s continued service as a consultant. This Warrant does not
constitute an express or implied promise of a continued consulting
relationship for the vesting period or any other period.
If Bain & Company, Inc. temporarily ceases to serve as a consultant to the
Company, then the vesting shall end as of the date services cease.
3. METHOD OF EXERCISE; PAYMENT; ISSUANCE OF NEW WARRANT.
(a) The holder hereof shall have the option to exercise this Warrant
pursuant to the method set out in either subsection (i) or (ii) below.
(i) STANDARD METHOD. This Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant by written notice
to the Company in form reasonably satisfactory to the Company at the principal
office of the Company and by the payment to the Company, in cash or by certified
or cashier's check, of an amount equal to the then applicable Warrant Price per
share multiplied by the number of Shares then being purchased.
(ii) NET ISSUANCE METHOD. This Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant by written notice
to the Company in form reasonably satisfactory to the Company at the principal
office of the Company. Upon such surrender, the holder of this Warrant is
entitled to receive such number of fully paid and nonassessable Shares as equals
the product of (x) and (y) below, where (x) equals the quotient of (A) the Value
at Exercise less the then applicable Warrant Price divided by (B) the Value at
Exercise and (y) equals the number of Shares for which this Warrant is being
exercised. If the result of the foregoing calculation results in a number equal
to or less than zero, no Shares shall be delivered upon surrender of this
Warrant.
(b) ISSUANCE OF NEW WARRANT. In the event of any exercise of the rights
represented by this Warrant, certificates for the Shares issuable upon such
exercise shall be delivered to the holder hereof within a reasonable time and,
unless this Warrant has been fully exercised or expired, a new Warrant
representing the portion of the Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be issued to the holder
hereof within such reasonable time. The holder hereof shall pay all transfer
taxes, if any, arising from the exercise of this Warrant, and shall pay to the
Company amounts necessary to satisfy any applicable federal, state and local
withholding requirements.
4. STOCK FULLY PAID; RESERVATION OF SHARES.
All Shares which may be issued upon the exercise of the rights represented
by this Warrant will, upon issuance, be fully paid and nonassessable. During
the period within which the rights represented by this Warrant may be exercised,
the Company will, at all times, have authorized and
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reserved a sufficient number of shares of its Common Stock to provide for the
exercise of the rights represented by this Warrant.
5. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES.
The number of securities purchasable upon the exercise of this Warrant and
the Warrant Price shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:
(a) SUBDIVISION OR COMBINATION OF SHARES. If the Company at any time
while this Warrant remains outstanding and unexpired shall subdivide or combine
its Common Stock, the Warrant Price shall be proportionately decreased in the
case of a subdivision or increased in the case of a combination.
(b) In case of any reclassification or change of outstanding shares of
Common Stock, or in case of any consolidation of the Company with or merger of
the Company with or merger of the Company into another corporation (other than a
merger whose sole purpose is to change the state of incorporation of the Company
or a consolidation or merger in which the Company is the continuing corporation
and which does not result in any reclassification or change of outstanding
shares of Common Stock), or in the case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, the holder hereof shall have the right thereafter without payment of
additional consideration, upon exercise of its rights hereunder, to receive the
kind and amount of shares of stock and other securities and property that the
holder hereof would have received, upon such reclassification, change,
consolidation, merger, sale or conveyance, with respect to the number of shares
of Common Stock issuable upon such exercise, if such exercise had occurred
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance. Alternatively, the Board of Directors of the Company, may, in
its sole discretion, provide a 30-day period immediately prior to such event in
which the holder shall have the right to exercise the Warrant in whole or in
part without regard to limitations on vesting. It shall be a condition to the
effectiveness of any such transaction that one of the foregoing provisions for
the benefit of this Warrant shall be lawfully and adequately provided for.
(c) STOCK DIVIDENDS. If the Company at any time while this Warrant is
outstanding and unexpired shall pay a dividend with respect to Common Stock
payable in Common Stock, then the Warrant Price shall be adjusted, from and
after the date of determination of stockholders entitled to receive such
dividend, to that price determined by multiplying the Warrant Price in effect
immediately prior to such date of determination by a fraction (i) the numerator
of which shall be the total number of shares of Common Stock outstanding
immediately prior to such dividend, and (ii) the denominator of which shall be
the total number of shares of Common Stock outstanding immediately after such
dividend.
(d) ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment in the Warrant
Price, the number of Shares shall be adjusted, to the nearest whole share, to
the product obtained by multiplying the number of Shares immediately prior to
such adjustment in the Warrant Price by a
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fraction, the numerator of which shall be the Warrant Price immediately prior
to such adjustment and the denominator of which shall be the Warrant Price
immediately thereafter.
6. NOTICE OF ADJUSTMENTS.
Whenever any Warrant Price shall be adjusted pursuant to Section 5 hereof,
the Company shall make a certificate signed by its chief financial officer
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated,
and the Warrant Price after giving effect to such adjustment, and the Company
shall cause copies of such certificate to be mailed (by first class mail,
postage prepaid) to the holder of this Warrant.
7. FRACTIONAL SHARES.
No fractional shares of Common Stock will be issued in connection with any
exercise hereunder, but in lieu of such fractional shares the Company shall make
a cash payment therefor upon the basis of the Value at Exercise then in effect.
8. COMPLIANCE WITH THE ACT; NON-TRANSFERABILITY OF WARRANT; DISPOSITION
OF SHARES.
(a) COMPLIANCE WITH THE ACT. The holder of this Warrant, by acceptance
hereof, agrees that this Warrant and the Shares to be issued upon exercise
hereof (unless issued pursuant to an effective registration statement) are being
acquired for investment and that such holder will not offer, sell or otherwise
dispose of this Warrant or any Shares to be issued upon exercise hereof except
under the circumstances which will not result in a violation of the Act. Upon
exercise of this Warrant, unless exercised pursuant to an effective registration
statement covering the issuance of the Shares issuable upon exercise hereof, the
holder hereof shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the Shares so issued are being acquired for
investment and not with a view toward distribution or resale, that the holder is
an "accredited investor", as that term is defined in Section 2(15) of the Act,
and that the holder has received such information concerning the Company and has
had an opportunity to make inquiry as to the Company so as to allow the holder
to make an informed investment decision to exercise this Warrant. This Warrant
and all Shares issued upon exercise of this Warrant (unless issued pursuant to
an effective registration statement) shall be stamped or imprinted with a legend
in substantially the following form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY AND WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR
THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION."
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(b) NON-TRANSFERABILITY OF WARRANT. This Warrant may not be sold,
transferred or assigned without the prior written consent of the Company and, if
required, any governmental authority.
(c) DISPOSITION OF SHARES. This Section 8(c) shall apply to Shares issued
upon exercise of this Warrant, unless such Shares are issued pursuant to an
effective registration statement.
With respect to any offer, sale or other disposition of any Shares acquired
pursuant to the exercise of this Warrant prior to registration of such Shares,
the holder hereof and each subsequent holder of this Warrant agrees to give
written notice to the Company prior thereto, describing briefly the manner
thereof, together with a written opinion of such holder's counsel, if requested
by the Company, to the effect that such offer, sale or other disposition may be
effected without registration or qualification (under the Act as then in effect
or any federal or state law then in effect) of such Shares and indicating
whether or not under the Act certificates for such Shares to be sold or
otherwise disposed of require any restrictive legend as to applicable
restrictions on transferability in order to ensure compliance with the Act.
Promptly upon receiving such written notice and reasonably satisfactory opinion,
if so requested, the Company shall notify such holder that such holder may sell
or otherwise dispose of such Shares in accordance with the terms of the notice
delivered to the Company. If the opinion of counsel for the holder is not
reasonably satisfactory to the Company, the Company shall promptly notify the
holder. Notwithstanding the foregoing paragraph, such Shares may be offered,
sold or otherwise disposed of in accordance with Rule 144 under the Act,
provided that the Company shall have been furnished with such information as the
Company may request to provide a reasonable assurance that the provisions of
Rule 144 have been satisfied.
Each certificate representing the Shares thus transferred (except a
transfer pursuant to Rule 144) shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with the Act,
unless in the aforesaid opinion of counsel for the holder, such legend is not
required in order to ensure compliance with the Act. The Company may issue stop
transfer instructions to its transfer agent in connection with such
restrictions.
9. NO RIGHTS OF STOCKHOLDERS.
No holder of this Warrant shall be entitled to vote or receive dividends or
be deemed the holder of Common Stock, nor shall anything contained herein be
construed to confer upon the holder of this Warrant, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value or change of stock to no par value, consolidation, merger, conveyance, or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise.
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10. EXPIRATION OF WARRANT.
This Warrant shall expire and shall no longer be exercisable upon the
occurrence of 5:00 p.m., Pacific Standard Time, on May 15, 2001.
LATTICE SEMICONDUCTOR CORPORATION
By: ____________________________________
Name: ____________________________________
Title: ____________________________________
Date of Grant: August 12, 1996
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EXHIBIT 5.1
November 7, 1996
Lattice Semiconductor Corporation
5555 N.E. Moore Court
Hillsboro, Oregon 97124-6421
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on or about November 7, 1996
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of an aggregate of 67,419 shares
(the "Shares") of your Common Stock which are issuable upon exercise of that
certain Warrant to be issued to Bain & Company, Inc. (the "Warrant"). As your
counsel in connection with this transaction, we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by you in
connection with the issuance and sale of the Shares pursuant to the Warrant.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance of
the Shares pursuant to the Registration Statement and the Warrant, and upon
completion of the actions being taken in order to permit such transactions to be
carried out in accordance with the securities laws of the various states where
required, the Shares will be legally and validly issued, fully-paid and non-
assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI, P.C.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated April 17, 1996, which appears on
page 27 of the 1996 Annual Report to Shareholders of Lattice Semiconductor
Corporation, which is incorporated by reference in Lattice Semiconductor
Corporation's Annual Report on Form 10-K for the year ended March 30, 1996.
We also consent to the incorporation by reference of our report on the
Financial Statement Schedules, which appears on page S-1 of such Annual
Report on Form 10-K.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Portland, Oregon
November 4, 1996
