<PAGE>
As filed with the Securities and Exchange Commission on November 12, 1997
Registration No. 333- ____
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
LATTICE SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 93-0835214
- ------------------------ -------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
5555 N.E. Moore Court
Hillsboro, Oregon 97124-6421
(Address of Principal Executive Offices, including Zip Code)
________________________________________
EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated Effective November 10, 1997)
(Full title of the plans)
_________________________________________
Stephen A. Skaggs
Chief Financial Officer
LATTICE SEMICONDUCTOR CORPORATION
5555 N.E. Moore Court
Hillsboro, Oregon 97124-6421
(503) 681-0118
(Name, address and telephone number of agent for service)
____________________
Copy to:
John A. Fore, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(415) 493-9300
_____________________
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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- -------------------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share(1) Price(1) Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 250,000 $53.07 $13,267,500.00 $4,020.45
$0.01 par value per share
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Proposed Maximum Offering Price Per Share was estimated in accordance
with Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), solely for the purpose of computing the amount of the
registration fee based on the average of the high and low prices of the
Company's Common Stock as reported by the Nasdaq National Market on
November 10, 1997.
<PAGE>
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by Lattice
Semiconductor Corporation (the "Company") are hereby incorporated by
reference in this Registration Statement:
(a) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 27, 1997, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 28, 1997, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(c) The Company's Annual Report on Form 10-K for the fiscal year ended
March 29, 1997, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.
(d) The description of the Company's Common Stock which is contained in
the Company's Registration Statement on Form 8-A filed with the Commission 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.
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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation, as amended, limits
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 the Delaware General Corporation Law
("Delaware Law").
Section 145 of the 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 Company's Restated Certificate of
Incorporation 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 Act, may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the staff of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------------------------------------------------------------
4.1 Employee Stock Purchase Plan (As Amended and Restated
Effective November 10, 1997).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Registrant.
24.1 Consent of Price Waterhouse LLP, Independent Accountants.
24.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Registrant (see Exhibit 5.1).
II-2
<PAGE>
25.1 Power of Attorney (see page II-4).
ITEM 9. UNDERTAKINGS.
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 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, 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.
(4) 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.
(5) 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 Exchange 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 Exchange Act and will be governed by the
final adjudication of such issue.
II-3
<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-8 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
10th day of November, 1997.
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-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 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
- ----------------------- ------------------------- -------------
<S> <C> <C>
/s/ Cyrus Y. Tsui President, Chief Executive Officer November 10, 1997
- --------------------- (Principal Executive Officer) and
Cyrus Y. Tsui Chairman of the Board of Directors
/s/ Stephen A. Skaggs Senior Vice President, Chief Financial November 10, 1997
- --------------------- Officer (Principal Financial Officer)
Stephen A. Skaggs and Secretary
/s/ Mark O. Hatfield Director November 10, 1997
- ---------------------
Mark O. Hatfield
/s/ Daniel S. Hauer Director November 10, 1997
- ---------------------
Daniel S. Hauer
/s/ Harry A. Merlo Director November 10, 1997
- ---------------------
Harry A. Merlo
/s/ Larry W. Sonsini Director November 10, 1997
- ---------------------
Larry W. Sonsini
/s/ Douglas C. Strain Director November 10, 1997
- ---------------------
Douglas C. Strain
</TABLE>
II-4
<PAGE>
LATTICE SEMICONDUCTOR CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit
Number Description
- --------- ------------------------------------
4.1 Employee Stock Purchase Plan (As Amended and
Restated Effective November 10, 1997).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Registrant.
24.1 Consent of Price Waterhouse LLP, Independent Accountants.
24.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Registrant (see Exhibit 5.1).
25.1 Power of Attorney (see page II-4).
II-5
<PAGE>
EXHIBIT 4.1
LATTICE SEMICONDUCTOR CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 10, 1997)
ARTICLE I
PURPOSE
The purpose of the Lattice Semiconductor Corporation Employee Stock
Purchase Plan (the "Plan") is to provide a convenient and practical means by
which employees of Lattice Semiconductor Corporation (the "Corporation") and
the employees of any Participating Subsidiary (as hereinafter defined) may
acquire stock of the Corporation. The Corporation believes that ownership of
its stock by employees will mutually benefit the employees and the
Corporation by creating a greater community of interest between the
Corporation's stockholders and its employees. The Corporation intends that
the Plan shall constitute an "employee stock purchase plan" within the
meaning of Section 423 of the Code (as hereinafter defined).
ARTICLE II
DEFINITIONS
The following terms, when capitalized, shall have the meaning specified
below unless the context clearly indicates to the contrary.
2.1 ACCOUNT shall mean each separate account maintained for a Participant
under the Plan, collectively or singly as the context requires. Each Account
shall be credited with a Participant's contributions, and shall be charged for
the purchase of Shares. A Participant shall be fully Vested in the cash
contributions to his or her Account at all times. The Plan Administrator may
create special types of accounts for administrative reasons, even though the
Accounts are not expressly authorized by the Plan.
2.2 BOARD OF DIRECTORS shall mean the Board of Directors of the
Corporation.
2.3 CODE shall mean the Internal Revenue Code of 1986, as amended from
time to time.
2.4 COMMITTEE shall mean the Committee appointed by the Board of Directors
in accordance with Section 8.1 of the Plan, if such a Committee be appointed.
<PAGE>
2.5 COMPENSATION shall mean the total cash compensation paid to an
Employee as base salary in the period in question for the services rendered
to the Employer by the Employee while a Participant. Compensation shall
include the earnings waived by an Employee pursuant to a salary reduction
arrangement under any cash or deferred compensation plan that is maintained
by the Employer and that is intended to be qualified under Section 401(k) or
Section 125 of the Code, but shall not include earnings that are not part of
the Employee's base salary such as overtime pay, severance pay, hiring or
relocation bonuses, or pay in lieu of vacations or sick leave.
2.6 COMMON STOCK shall mean the common stock, $.01 par value of the
Corporation.
2.7 CORPORATION shall mean Lattice Semiconductor Corporation, a Delaware
Corporation.
2.8 DISABILITY shall mean a total and permanent disability as defined in
Section 22(e)(3) of the Code.
2.9 EMPLOYEE shall mean an individual who renders services to his or her
Employer pursuant to a regular-status employment relationship with such
Employer. A person rendering services to an Employer purportedly as an
independent consultant or contractor shall not be an Employee for purposes of
the Plan.
2.10 EMPLOYER shall mean, collectively, the Corporation and any
Participating Subsidiary, or any successor entity that continues the Plan, or
all such entities collectively. All Employees of entities that constitute
the Employer shall be treated as employed by a single company for all Plan
purposes. In contexts in which actions are required or permitted to be taken
or notices to be given, the Employer shall mean the Corporation or any
successor corporation.
2.11 EMPLOYMENT shall mean the period during which an individual is an
Employee. Employment shall commence on the day the individual first performs
services for the Employer as an Employee and shall terminate on the day such
services cease, except as determined under Article X.
2.12 ENROLLMENT DATE shall mean the first day of each Offering Period.
2.13 OFFERING shall mean the offering of Shares pursuant to the Plan
during an Offering Period.
2.14 OFFERING PERIOD shall mean any one of the separate 6-month periods
commencing on January 1 and July 1 of each calendar year; provided, however
that the first Offering Period shall commence on the date set by the Plan
Administrator as the Enrollment Date for the first Offering and shall
continue through the earlier of the next succeeding June 30 or December 31,
at which time such Offering shall terminate.
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<PAGE>
2.15 PARTICIPANT shall mean any Employee who is participating in any
Offering under the Plan pursuant to Article III.
2.16 PARTICIPATING SUBSIDIARY shall mean a Subsidiary that is designated by
the Board of Directors of the Company as a participating employer in the Plan.
2.17 PAYROLL DEDUCTION AUTHORIZATION FORM shall mean the form provided by
the Corporation on which a Participant shall elect to participate in the Plan
and designate the amount or percentage of his or her Compensation to be
contributed to his or her Account through payroll deductions.
2.18 PLAN shall mean this document.
2.19 PLAN ADMINISTRATOR shall mean the Board of Directors or the Committee,
whichever shall be administering the Plan from time to time in the discretion of
the Board of Directors, as described in Article VIII.
2.20 PURCHASE DATE shall mean the last day of any Offering Period.
2.21 RETIREMENT shall mean a Participant's termination of Employment on or
after attaining the age of 65 or after the Plan Administrator has determined
that a Disability has occurred with respect to the Participant.
2.22 SHARE shall mean one share of Common Stock.
2.23 SUBSIDIARY shall mean any corporation at least fifty percent (50%) or
more of the total combined voting power of all classes of stock of which is
owned or controlled directly or indirectly by the Corporation or one or more of
such Subsidiaries or both.
2.24 VALUATION DATE shall mean the date upon which the fair market value
of Shares is to be determined for purposes of setting the price of Shares
under Section 5.2 (that is, the Enrollment Date or the applicable Purchase
Date). If the Enrollment Date is not a date on which the fair market value
may be determined in accordance with Section 5.3, the Valuation Date shall be
the first day after the Enrollment Date for which such fair market value may
be determined. If the Purchase Date is not a date on which the fair market
value may be determined in accordance with Section 5.3, the Valuation Date
shall be the first date prior to the Purchase Date on which such fair market
value may be determined.
2.25 VESTED shall mean non-forfeitable.
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<PAGE>
ARTICLE III
EMPLOYEE PARTICIPATION
3.1 PARTICIPATION. An Employee who meets the requirements of Section
3.2 below may elect to participate in the Plan, effective as of any future
Enrollment Date, by completing and filing a Payroll Deduction Authorization
Form as provided in Section 4.1. As of each Enrollment Date until the supply
of Shares reserved under the Plan is exhausted, the Corporation hereby grants
a right to purchase Shares under the terms of the Plan to each eligible
Employee who has elected to participate in the Offering commencing on that
Enrollment Date, in the amount, and on the terms provided in Article V.
3.2 REQUIREMENTS FOR PARTICIPATION
(a) An Employee shall become eligible to participate in the Plan on
the first Enrollment Date on which he or she first meets all of the following
requirements:
(i) The Employee is employed by the Employer on the Enrollment
Date for that offering and has been continuously employed by the Employer for
a period of six months prior to the Enrollment Date;
(ii) The Employee's customary period of Employment is for more
than twenty (20) hours per week; and
(iii) The Employee's customary period of Employment is for more
than five (5) months in any calendar year.
(b) Absent withdrawal from the Plan pursuant to Section 6.3, a
Participant who has elected to participate in the Plan by completing and
filing a Payroll Deduction Authorization Form with respect to an Offering
Period will automatically be re-enrolled in the Plan on the next Enrollment
Date immediately following the expiration of the Offering of which he or she
is then a Participant, and the terms of the Payroll Deduction Authorization
Form then on file with the Corporation shall remain applicable for the
subsequent Offering Period until modified in accordance with Section 4.5.
(c) A Participant shall become ineligible to participate in the
Plan and shall cease to be a Participant when any of the following occurs:
(i) the entity of which the Participant is an Employee ceases to
be an Employer as defined in Section 2.10; or
(ii) the Participant ceases to meet the eligibility requirements
of Section 3.2(a).
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<PAGE>
The payroll deductions credited to the Account of any Participant who
becomes ineligible during an Offering Period shall be returned to the
Participant, and the ineligible Participant shall have no right to purchase
Shares at the next Purchase Date.
3.3 LIMITATIONS ON PARTICIPATION
(a) No Employee may obtain a right to purchase Shares under the
Plan if, immediately after such right is granted, the Employee owns or is
deemed to own Shares possessing five percent (5%) or more of the combined
voting power or value of all classes of stock of the Corporation or any
parent or Subsidiary of the Corporation. For purposes of determining share
ownership, the rules of Section 424(d) of the Code shall apply and Shares
that the Employee may purchase under any options or rights to purchase,
whether or not Vested, shall be treated as Shares owned by the Employee.
(b) No Employee may obtain a right to purchase Shares under the
Plan that permits the Employee's rights to purchase Shares under the Plan and
any other employee stock purchase plan of the Corporation or any parent or
Subsidiary of the Corporation to which Section 423 of the Code applies to
accrue at a rate that exceeds $25,000 in fair market value of Shares
(determined as of the Enrollment Date) for each calendar year in which such
rights to purchase Shares are outstanding. For this purpose, the right to
purchase Shares accrues on the Purchase Date of an Offering Period. This
section shall be interpreted to permit an Employee to purchase the maximum
number of Shares permitted under Section 423(b)(8) of the Code and
regulations and interpretations adopted thereunder.
3.4 VOLUNTARY PARTICIPATION. Participation in the Plan shall be
voluntary.
ARTICLE IV
PAYROLL DEDUCTIONS
4.1 PAYROLL DEDUCTION AUTHORIZATION. An Employee may contribute to the
Plan only by means of payroll deduction. A Payroll Deduction Authorization Form
must be filed with the enrolling individual's payroll office not less than 15
days prior to the Enrollment Date as of which the payroll deductions are to take
effect.
4.2 AMOUNT OF DEDUCTIONS. A Participant may specify that he or she
desires to make contributions to the Plan at a rate not less than $10.00 and not
more than ten percent (10%) of the Participant's Compensation during each pay
period in the Offering Period, or such other minimum or maximum percentages as
the Plan Administrator shall establish from time to time. Such specification
shall apply during any period of continuous participation in the Plan, unless
modified or terminated as provided in Section 4.5 or as otherwise provided in
the Plan. If a payroll deduction cannot be made in whole or in part because the
Participant's pay for the period in question is insufficient to fund the
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<PAGE>
deduction after having first withheld all the amounts otherwise deductible
from his or her pay, the amount that was not withheld cannot be made up by
the Participant nor will it be withheld from subsequent paychecks. If
payroll deductions are made by a Participating Subsidiary, that corporation
will promptly remit the amount of the deduction to the Corporation.
4.3 COMMENCEMENT OF DEDUCTIONS. Payroll deductions for a Participant
shall commence with the first paycheck following the Enrollment Date of the
Offering for which his or her Payroll Deduction Authorization Form is effective
and shall continue indefinitely, unless modified or terminated as provided in
Section 4.5 or as otherwise provided in the Plan.
4.4 ACCOUNTS. All payroll deductions made for a Participant shall be
credited to his or her Account under the Plan. Following each Purchase Date,
the Plan Administrator shall promptly deliver a report to each Participant
setting forth the aggregate payroll deductions credited to such Participant's
Account during the preceding six months and the number of Shares purchased.
4.5 MODIFICATION OF AUTHORIZED DEDUCTIONS.
(a) Participant may, prior to the commencement of each Offering
Period in which he or she will be a Participant, increase or reduce the amount
of his or her payroll deduction, effective for all subsequent payroll periods,
by completing an amended Payroll Deduction Authorization Form and filing it with
his or her payroll office in accordance with Section 4.1; provided, however that
no modification in a Participant's payroll deduction shall cause such
Participant's contribution to be less than $10.00 or more than ten percent (10%)
of such Participant's compensation during any pay period.
(b) A Participant may at any time discontinue his or her payroll
deductions by completing an amended Payroll Deduction Authorization Form and
filing it with his or her payroll office, after which the Participant's
participation in the Offering will terminate without automatic re-enrollment
under Section 3.2(b), and the payroll deductions credited to such Participant's
account shall be returned to the Participant.
(c) For purposes of this Section 4.5, an amended Payroll Deduction
Authorization Form shall be effective for a specific pay period when filed at
least 15 days prior to the last day of such period.
ARTICLE V
PURCHASES OF SHARES
5.1 PURCHASE OF SHARES. Subject to the limitations of Article VI, on
each Purchase Date in an Offering Period the Corporation shall apply the
amount credited to each Participant's Account to the purchase of as many full
Shares that may be purchased with such amount at the price set forth in
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<PAGE>
Section 5.2, and shall issue such Shares to the Participant. Payment for
shares purchased under the Plan will be made only through payroll withholding
in accordance with Article IV.
5.2 PRICE. The price of Shares to be purchased under Section 5.1 on any
Purchase Date shall be the lower of:
(a) Eighty-five percent (85%) of the fair market value of the shares
on the Enrollment Date of the Offering; or
(b) Eighty-five percent (85%) of the fair market value of the Shares
on the Purchase Date of the Offering, provided that in no event shall the price
be less than the book value per share of the Shares on the Purchase Date. For
this purpose, the book value per share shall equal the aggregate book value of
the Corporation on a consolidated basis (total assets minus total liabilities)
at the end of the Company's fiscal quarter that is at the midpoint of the
Offering Period, divided by the total number of shares of Common Stock (or
common stock equivalents) outstanding at the end of the Company's fiscal quarter
ended immediately prior to the Purchase Date.
5.3 FAIR MARKET VALUE.
(a) The fair market value of the Shares on any date shall be equal to
the closing price of such shares on the Valuation Date, as reported on the
NASDAQ National Market System or such other quotation system that supersedes it.
(b) If prices for the Shares are not publicly quoted, the fair
market value of the Shares shall be determined by the Plan Administrator in
good faith. Such determination shall be conclusive and binding on all persons.
5.4 UNUSED CONTRIBUTIONS. Any amount credited to a Participant's Account
and remaining therein immediately after a Purchase Date because it was less than
the amount required to purchase a full Share shall be carried forward in such
Participant's Account for application on the next succeeding Purchase Date. No
interest will be paid on the amounts accumulated.
5.5 DELIVERY AND CUSTODY OF SHARES. Shares purchased by Employees
pursuant to the Plan shall be delivered to the Employee or to an investment
or financial firm appointed by the Plan Administrator to act as custodian on
behalf of the Employee.
ARTICLE VI
TERMINATION AND WITHDRAWAL
6.1 TERMINATION OF EMPLOYMENT. Upon termination of a Participant's
Employment for any reason other than as set forth in Section 6.2, the payroll
deductions credited to such Participant's
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<PAGE>
Account shall be returned to the Participant. A Participant shall have no
right to acquire Shares on any Purchase Date subsequent to termination of his
or her Employment.
6.2 TERMINATION UPON DEATH, RETIREMENT OR DISABILITY. Upon termination of
the Participant's Employment because of his or her Death, Retirement or
Disability, the payroll deductions credited to his or her Account shall be used
to purchase Shares as provided in Article V on the next Purchase Date; provided
that the next Purchase Date occurs within three (3) months of the date of
termination. Any remaining balance in the participant's Account shall be
returned to him or her or, in the case of death, any Shares purchased and any
remaining balance shall be transferred to the deceased Participant's estate.
6.3 WITHDRAWAL. A Participant may withdraw the entire amount credited
to his or her Account under the Plan and thereby terminate participation in
the current Offering at any time by giving written notice to the Corporation,
but in no case may a Participant withdraw amounts within the 15 days
immediately preceding a Purchase Date for that Offering. Any amount
withdrawn shall be paid to the Participant promptly after receipt of proper
notice of withdrawal. If a participant withdraws from an Offering Period,
payroll deductions shall not resume at the beginning of the next Offering
Period, unless the participant delivers to the Company a new Payroll
Deduction Authorization Form.
ARTICLE VII
SHARES PURCHASED UNDER THE PLAN
7.1 SOURCE AND LIMITATION OF SHARES.
(a) The Corporation has reserved for sale under the Plan 700,000
shares of its Common Stock, subject to adjustment upon changes in
capitalization of the Corporation as provided in Section 9.2. Shares sold
under the Plan may be newly issued shares or shares reacquired in private
transactions or open market purchases, but all shares sold under the Plan
regardless of source shall be counted against the 700,000 Share limitation.
(b) If there is an insufficient number of Shares to permit the full
exercise of all existing rights to purchase Shares, or if the legal
obligations of the Corporation prohibit the issuance of all Shares
purchasable upon the full exercise of such rights, the Plan Administrator
shall make a pro rata allocation of the Shares remaining available in as
nearly a uniform and equitable manner as possible, based pro rata on the
aggregate amounts then credited to each Participant's Account. In such
event, payroll deductions to be made shall be reduced accordingly and the
Plan Administrator shall give written notice of such reduction to each
Participant affected thereby. Any amount remaining in a Participant's
Account immediately after all available Shares have been purchased will be
promptly remitted to such Participant. Determination by the Plan
Administrator in this regard shall be final, binding and conclusive on all
persons. No payroll deductions shall be permitted under the Plan at any time
when no Shares are available.
-8-
<PAGE>
7.2 DELIVERY OF SHARES. The rights to purchase Shares granted pursuant
to this Plan will in all respects be subject to the terms and conditions of
the Plan, as interpreted by the Plan Administrator from time to time. The
Participant shall have no interest in Shares purchasable under the Plan until
payment for the Shares has been completed at the close of business on the
relevant Purchase Date. The Plan provides only an unfunded, unsecured
promise by the Employer to pay money or property in the future. Except with
respect to the Shares purchased on a Purchase Date, an Employee choosing to
participate in the Plan shall have no greater rights than an unsecured
creditor of the Corporation. After the purchase of the Shares, the
Participant shall be entitled to all rights of a stockholder of the
Corporation.
ARTICLE VIII
ADMINISTRATION
8.1 PLAN ADMINISTRATOR. At the discretion of the Board of Directors,
the Plan shall be administered by the Board of Directors or by a Committee
appointed by the Board of Directors in accordance with all applicable laws,
rules and regulations. Each member of the Committee shall be a director, an
officer or an Employee of the Corporation. Each member shall serve for a
term commencing on a date specified by the Board of Directors and continuing
until he or she dies, resigns or is removed from office by the Board of
Directors. No members shall receive any compensation for serving as a member
of the Committee.
8.2 POWERS. The Plan Administrator shall be vested with full authority
to make, administer and interpret all rules and regulations as it deems
necessary to administer the Plan. Any determination, decision or act of the
Plan Administrator with respect to any action in connection with the
construction, interpretation, administration or application of the Plan shall
be final, conclusive and binding upon all Participants and any and all other
persons claiming under or through any Participant. The provisions of the
Plan shall be construed in a manner consistent with the requirements of
Section 423 of the Code.
ARTICLE IX
CHANGES IN CAPITALIZATION, MERGER, ETC.
9.1 RIGHTS OF THE CORPORATION. The grant of a right to purchase Shares
pursuant to this Plan shall not affect in any way the right or power of the
Corporation to make adjustments, reclassification, reorganizations or other
changes of its capital or business structure or to merge or to consolidate or to
dissolve, liquidate or transfer all or any part of its divisions, subsidiaries,
business or assets.
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9.2 RECAPITALIZATION. Subject to any required action by the stockholders,
the number of Shares covered by the Plan as provided in Section 7.1 and the
price per Share shall be proportionately adjusted for any increase or decrease
in the number of issued Shares of the Corporation resulting from a subdivision
or consolidation of Shares or the payment of a stock dividend (but only on the
Shares). The determination of whether an adjustment shall be made and the
manner of any adjustment shall be made by the Plan Administrator without any
further approval from the stockholders, which determination shall be conclusive.
9.3 CONSOLIDATION OR MERGER. In the event of the consolidation or
merger of the Corporation with or into any other business entity, or the sale
by the Corporation of substantially all of its assets, the successor may
continue the Plan by adopting the same by resolution of its board of
directors or agreement of its partners or proprietors. If, within 90 days
after the effective date of a consolidation, merger or sale of assets, the
successor corporation, partnership or proprietorship does not adopt the Plan,
the Plan shall be terminated in accordance with Section 12.1.
ARTICLE X
TERMINATION OF EMPLOYMENT
For purposes of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick-leave or other leave of
absence approved by the Corporation. Where the period of leave exceeds
ninety (90) days and the individual's right to reemployment is not guaranteed
either by statute or by contract, the employment relationship shall be deemed
to have terminated on the ninety-first (91st) day of such leave.
ARTICLE XI
STOCKHOLDER APPROVAL AND RULINGS
The Plan is expressly made subject (a) to the affirmative vote of the
holders of a majority of the outstanding shares of the Corporation present in
person or by proxy at a meeting of stockholders within 12 months after the
date the Plan is adopted and (b) at the Corporation's election, to the
receipt by the Corporation from the Internal Revenue Service of a ruling in
scope and content satisfactory to counsel to the Corporation, affirming the
qualification of the Plan within the meaning of Section 423 of the Code. If
the Plan is not so approved by the stockholders within 12 months after the
date the Plan is adopted and if, at the election of the Corporation a ruling
from the Internal Revenue Service is sought but is not received on or before
one year after the Plan's adoption by the Board of Directors, the Plan shall
not come into effect. In that case, the Account of each Participant shall
forthwith be paid to the Participant.
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ARTICLE XII
MISCELLANEOUS PROVISIONS
12.1 AMENDMENT AND TERMINATION OF THE PLAN.
(a) The Board of Directors of the Corporation may at any time amend
the Plan. Except as otherwise provided herein, no amendment may adversely
affect or change any right to purchase Shares previously granted to any
Participant. No amendment shall be made without prior approval of the
stockholders of the Corporation if the amendment would:
(i) Permit the sale of more Shares than are authorized under
Section 7.1;
(ii) Permit the sale of Shares to employees of entities which
are not Employers as defined in Section 2.10;
(iii) Materially increase the benefits accruing to
individuals subject to Section 16 of the Securities Exchange Act of 1934, as
amended, under the Plan; or
(iv) Modify the requirements as to eligibility for
participation in the Plan.
(b) The Plan is intended to be a permanent program, but an Employer
shall have the right at any time to declare the Plan terminated completely as
to the Employer. Upon such termination, amounts credited to the Accounts of
Participants with respect to whom the Plan has been terminated shall be
returned to such Participants.
12.2 NON-TRANSFERABILITY. Neither payroll deductions credited to a
Participant's Account nor any rights with regard to the purchase of Shares
under the Plan may be assigned, transferred, pledged or otherwise disposed of
in any way by the Participant except as provided in Section 6.2, and any
attempted assignment, transfer, pledge, or other disposition shall be null
and void. The Corporation may treat any such act as an election to withdraw
funds in accordance with Section 6.3.
12.3 USE OF FUNDS. All payroll deductions received or held by the
Corporation under the Plan may be used by the Corporation for any corporate
purposes and the Corporation shall not be obligated to segregate the payroll
deductions.
12.4 EXPENSES. All expenses of administering the Plan shall be borne by
the Corporation and its Participating Subsidiaries.
12.5 NO INTEREST. No Participant shall be entitled, at any time, to any
payment or credit for interest with respect to or on the payroll deductions
contemplated herein, or on any other assets held hereunder for the
Participant's Account.
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12.6 REGISTRATION AND QUALIFICATION OF SHARES. The Offering of the
Shares hereunder shall be subject to the effecting by the Corporation of any
registration or qualification of the Shares under any federal or state law or
the obtaining of the consent or approval of any governmental regulatory body
which the Corporation shall determine, in its sole discretion, is necessary
or desirable as a condition to, or in connection with, the offering or the
issue or purchase of the Shares covered thereby. The Corporation shall make
every reasonable effort to effect such registration or qualification or to
obtain such consent or approval.
12.7 PLAN NOT A CONTRACT OF EMPLOYMENT. The Plan is strictly a voluntary
undertaking on the part of the Employer and shall not constitute a contract
between the Employer and any Employee, or consideration for an inducement or
a condition of the employment of an Employee. Except as otherwise required
by law, nothing contained in the Plan shall give any Employee the right to be
retained in the service of the Employer or to interfere with or restrict the
right of the Employer, which is hereby expressly reserved, to discharge or
retire any Employee at any time, with or without cause and with or without
notice. Except as otherwise required by law, inclusion under the Plan will
not give any Employee any right or claim to any benefit hereunder except to
the extent such right has specifically become fixed under the terms of the
Plan. The doctrine of substantial performance shall have no application to
any Employee or Participant. Each condition and provision, including
numerical items, has been carefully considered and constitutes the minimum
limit on performance that will give rise to the applicable right.
12.8 SERVICE OF PROCESS. The Secretary of the Corporation is hereby
designated agent for service of legal process on the Plan.
12.9 NOTICE. All notices or other communications by a Participant to the
Corporation under or in connection with the Plan shall be deemed to have been
duly given when received by the Plan Administrator. Any notice required by
the Plan to be received by the Corporation prior to an Enrollment Date,
payroll period or other specified date, and received by the Plan
Administrator subsequent to such date shall be effective on the next
occurring Enrollment Date, payroll period or other specified date to which
such notice applies.
12.10 GOVERNING LAW. The Plan shall be interpreted, administered and
enforced in accordance with the Code, and the rights of Participants, former
Participants, and all other persons shall be determined in accordance with
it. To the extent that state law is applicable, however the laws of the State
of Oregon shall apply.
12.11 PLURALS. Where the context so indicates, the singular shall
include the plural and vice versa.
12.12 TITLES. Titles of Articles and Sections are provided herein
for convenience only and are not to serve as the basis for interpretation or
construction of the Plan.
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12.13 REFERENCES. Unless the context clearly indicates to the
contrary, reference to a Plan provision, statute, regulation or document shall
be construed as referring to any subsequently enacted, adopted or executed
counterpart.
12.14 RESPONSIBILITY. Neither the Corporation, its Board of Directors,
any Participating Subsidiary, nor any officer or employee of any of them shall
be liable to any Employee under the Plan for any mistake of judgment or for any
omission or wrongful act unless resulting from willful misconduct or intentional
misfeasance.
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EXHIBIT 5.1
November 12, 1997
Lattice Semiconductor Corporation
5555 N.E. Moore Court
Hillsboro, Oregon 97124-6421
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission on or about November 12,
1997 (the "Registration Statement") in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of an aggregate of
250,000 shares (the "Shares") of your Common Stock reserved for issuance
under your Employee Stock Purchase Plan (As Amended and Restated Effective
November 10, 1997) (the "Plan"). 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 under the Plan.
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 Plan,
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.
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EXHIBIT 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated April 16, 1997, which appears on
page 28 of the 1997 Annual Report to Shareholders of Lattice Semiconductor
Corporation, which is incorporated by reference in the Lattice Semiconductor
Corporation Annual Report on Form 10-K for the year ended March 29, 1997. We
also consent to the incorporation by reference of our report on the Financial
Statement Schedule which appears on page S-1 of such Annual Report on Form
10-K.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Portland, Oregon
November 12, 1997
