<PAGE>
As filed with the Securities and Exchange Commission on December 22, 1998
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)
---------------------------
DELAWARE 93-0835214
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
5555 N.E. 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)
---------------------------
STEPHEN A. SKAGGS
CHIEF FINANCIAL OFFICER
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)
---------------------------
COPY TO:
JOHN A. FORE, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 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
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share,
upon exercise of warrants to purchase
shares of Common Stock................... 50,098 shares $47.875 $2,398,441.75 $666.77
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The proposed Maximum Offering Price Per Share was estimated pursuant
to Rule 457(g) 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 $47.875.
---------------------------
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.
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- --------------------------------------------------------------------------------
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the Registration Statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 22, 1998
PRELIMINARY PROSPECTUS
50,098 SHARES
LATTICE SEMICONDUCTOR CORPORATION
COMMON STOCK
-------------------
Lattice Semiconductor Corporation's Common Stock is traded on the Nasdaq
National Market under the symbol "LSCC." On December 18, 1998, the
last reported sale price for the Common Stock on
the Nasdaq National Market was $42 7/8 per share.
-------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The date of this prospectus is ________
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS
LEGAL TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE
ACCURATE ON THE DATE OF THIS DOCUMENT.
-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
Lattice Semiconductor Corporation is traded on the Nasdaq National Market and
is quoted under the symbol "LSCC."
DESCRIPTION OF WARRANT
GENERAL
This Prospectus relates to 50,098 shares (the "Shares") of common
stock, $0.01 par value (the "Common Stock"), of Lattice Semiconductor
Corporation (the "Company") which are issuable upon exercise of a warrant
(the "Bain Warrant") issued to Bain & Company, Inc. ("Warrantholder")
pursuant to a Warrant to Purchase Shares of Common Stock. The Bain Warrant
was approved by the Board of Directors of the Company (the "Board") on May 5,
1998. As of the date of this Prospectus, there is an outstanding Bain Warrant
to purchase an aggregate of 50,098 shares of the Company's Common Stock at an
exercise price of $47.875 per share. This outstanding Bain Warrant expires on
May 5, 2003 and vests on a monthly schedule of (i) 3,929 shares per month
commencing March 1, 1998 and ending August 31, 1998, and (ii) 4,420 shares
per month commencing September 1, 1998 and ending February 28, 1999. Upon
exercise of the Bain Warrant, the exercise price must be paid in cash,
certified check or cashier's check. The holder shall have the option to
exercise the Bain Warrant pursuant to either the Standard Method or the Net
Issuance Method (as those terms are defined in the Warrant to Purchase Shares
of Common Stock attached hereto as Exhibit 4.1).
CANCELLATION OF THE WARRANT
If Warrantholder should for any reason cease to serve as a
consultant of the Company, the Bain Warrant shall be exercisable only as to
those Shares which had vested on the date of notice of termination. If
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 Bain Warrant shall confer upon
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 Warrantholder as a consultant at any time.
LIMITED TRANSFERABILITY OF THE WARRANT
The Bain Warrant may not be transferred, sold or assigned without
the prior written consent of the Company. The Bain Warrant may be exercised
only by Warrantholder or its permitted transferees. In addition, prior to the
time this Registration Statement becomes effective with the Securities and
Exchange Commission (the "Commission"), the Shares acquired upon exercise of
the Bain 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 Bain Warrant and the number of shares of
Common Stock issuable upon exercise of the Bain Warrant will be
proportionately adjusted to reflect any stock split, stock dividend or like
event affecting the Common Stock.
-3-
<PAGE>
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, Warrantholder shall have the right to receive the kind and
amount of shares of stock or other property that Warrantholder would have
received if Warrantholder had exercised the Bain Warrant 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 Warrantholder shall
have the right to exercise its Bain Warrant as to all or any part of the
Shares, including Shares as to which the Bain Warrant would not otherwise be
exercisable.
USE OF PROCEEDS
The proceeds received by the Company upon exercise of the Bain
Warrant 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 December 18, 1998, the last reported sale price of
the Common Stock on the Nasdaq National Market was $42 7/8 per share. As of
December 18, 1998, the Company had approximately 371 holders of record of the
Common Stock.
<TABLE>
<CAPTION>
HIGH LOW
--------- --------
<S> <C> <C>
Fiscal year ended March 29, 1997:
First Quarter................................ 36 1/4 21 5/8
Second Quarter............................... 31 1/2 19 3/4
Third Quarter................................ 47 27 1/2
Fourth Quarter............................... 54 7/8 39 3/4
Fiscal year ended March 28, 1998:
First Quarter................................ 62 5/8 41 1/2
Second Quarter............................... 74 1/2 54 7/8
Third Quarter................................ 67 1/2 45
Fourth Quarter............................... 57 39 3/4
Fiscal year ending April 3, 1999
First Quarter................................ 54 5/8 25 5/8
Second Quarter............................... 36 5/8 23 1/4
Third Quarter (through December 18, 1998).... 45 1/4 18 7/8
</TABLE>
DIVIDEND POLICY
To date the Company has not declared or paid cash dividends on its
Common Stock. The Board 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.
-4-
<PAGE>
PLAN OF DISTRIBUTION
Warrantholder or its permitted transferees (collectively the
"Selling Shareholders") may sell all or a portion of the Shares from time to
time on the Nasdaq National Market for their own accounts at prices
prevailing in the public market at the times of such sales. The Selling
Shareholders may also make private sales directly or through a broker or
brokers, who may act as agent or as principal. The Selling Shareholders 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 Shareholder and any broker executing selling orders on
behalf of a Selling Shareholder 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. Any broker-dealer
participating in such transactions as agent may receive commissions from the
Selling Shareholder (and from any purchaser of shares in such transaction).
Usual and customary brokerage fees will be paid by the Selling Shareholder.
There can be no assurances that Warrantholder will sell any or all
of the Shares of Common Stock offered hereunder.
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.
EXPERTS
The consolidated financial statements incorporated in this
Prospectus by reference to the Annual Report on Form 10-K of Lattice
Semiconductor Corporation for the year ended March 28, 1998 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
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 Commission. Such reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities of the Commission located at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission'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. Copies
of such material also can be obtained from the Public Reference Section of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Information regarding the
operation of the Public Reference Room may be obtained by calling the
Commission at 1-800-SEC-0330. The Commission maintains a World Wide Web site
that contains reports, proxy and information statements and other information
regarding registrants that file
-5-
<PAGE>
electronically with the Commission. The address of that site is
http://www.sec.gov. 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.
This Prospectus contains information concerning Lattice
Semiconductor Corporation and the sale of its Common Stock by the Selling
Shareholders, but does not contain all the information set forth in the
Registration Statement which the Company has filed with the Commission under
the Securities Act. The Registration Statement, including various exhibits,
may be inspected at the Commission's office in Washington, D.C.
The following documents filed with the Commission are incorporated
herein by reference:
(a) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 26, 1998, filed pursuant to Section
13(a) or 15(d) of the Exchange Act.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 27, 1998, filed pursuant to Section 13(a)
or 15(d) of the Exchange Act.
(c) The Company's Annual Report on Form 10-K for the fiscal year
ended March 28, 1998, 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.
(e) 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 Commission 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.
The Company will provide without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, upon written or
oral request of 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 N.E. Moore Court, Hillsboro,
Oregon 97124-6421. The Company's telephone number at that location is (503)
681-0118.
-6-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee........ $ 666.77
Fees and expenses of counsel............................... 8,000.00
Fees and expenses of accountants........................... 2,000.00
Blue sky fees and expenses................................. 1,500.00
Miscellaneous.............................................. 333.23
----------
Total ................................................ $12,500.00
----------
----------
</TABLE>
Except for the Securities and Exchange Commission 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 Commission such indemnification is against public policy as expressed
in the Exchange Act and is therefore unenforceable.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
Exhibit
Number Description
- ------------- ----------------------------------------------------------------
<S> <C>
4.1 Form of Warrant to Purchase Shares of Common Stock dated May
5, 1998.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Counsel to the Registrant.
24.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Registrant (included in
Exhibit 5.1).
25.1 Power of Attorney (see page II-3)
</TABLE>
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, 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 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
17th day of December 1998.
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 attorney-in-fact, each
with full power of substitution, for him 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>
Signature Title Date
- -------------------- ------------------------------------------------- -------------------
<S> <C> <C>
/s/ Cyrus Y. Tsui President, Chief Executive Officer (Principal
- -------------------- Executive Officer) and Chairman of the Board of December 17, 1998
Cyrus Y. Tsui Directors
/s/ Stephen A. Skaggs
- -------------------- Senior Vice President, Chief Financial Officer December 17, 1998
Stephen A. Skaggs (Principal Financial Officer) and Secretary
/s/ Mark O. Hatfield
- -------------------- Director December 17, 1998
Mark O. Hatfield
/s/ Daniel S. Hauer
- -------------------- Director December 17, 1998
Daniel S. Hauer
/s/ Harry A. Merlo
- -------------------- Director December 17, 1998
Harry A. Merlo
/s/ Larry W. Sonsini
- -------------------- Director December 17, 1998
Larry W. Sonsini
/s/ Douglas C. Strain
- -------------------- Director December 17, 1998
Douglas C. Strain
</TABLE>
II-3
<PAGE>
LATTICE SEMICONDUCTOR CORPORATION
REGISTRATION STATEMENT ON FORM S-3
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- --------- ---------------------------------------------------------------------
<S> <C>
4.1 Form of Warrant to Purchase Shares of Common Stock dated May 5, 1998.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Registrant.
24.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Registrant (included in Exhibit 5.1).
25.1 Power of Attorney (see page II-3).
</TABLE>
<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 5, 2003
LATTICE SEMICONDUCTOR CORPORATION
FORM OF 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 GRANT. "Date of Grant" means May 5, 1998.
(e) SHARES. "Shares" means the shares of Common Stock subject
to this Warrant, in the initial aggregate amount of 50,098, which amount is
subject to adjustment pursuant to Section 5 hereof.
(f) 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 (or, if the Common Stock should cease to
be traded thereon, on such other exchange or public trading market on
-1-
<PAGE>
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.
(g) 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.
(h) WARRANT PRICE. "Warrant Price" means initially a price of
$47.875 (Forty-Seven Dollars and Eighty-Seven and One Half Cents) 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
3,929 Shares subject to the Warrant per month commencing March 1, 1998 and
ending August 31, 1998, and as to 4,420 Shares subject to the Warrant per
month commencing September 1, 1998 and ending February 28, 1999.
(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 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
-2-
<PAGE>
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
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
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<PAGE>
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 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
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<PAGE>
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."
(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.
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<PAGE>
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.
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 5, 2003.
LATTICE SEMICONDUCTOR CORPORATION
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
Date of Grant: May 5, 1998
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<PAGE>
EXHIBIT 5.1
December 22, 1998
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
December 22, 1998 (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 50,098 shares (the "Shares") of your Common Stock which are
issuable upon exercise of that certain Warrant to Purchase Shares of Common
Stock to be issued to Bain & Company, Inc. (the "Bain 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 Bain
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
Bain 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 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on Form S-3 of
our report dated April 15, 1998, which appears on page 23 of the 1998 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 28, 1998. 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. We also consent
to the reference to us under the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Portland, Oregon
December 18, 1998
