<PAGE>
As filed with the Securities and Exchange Commission on December 22, 1998
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)
----------------------------------------
1996 STOCK INCENTIVE PLAN
(as amended May 5, 1998)
(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
(650) 493-9300
--------------------
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<PAGE>
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
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
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<S> <C> <C> <C> <C>
Common Stock, 2,300,000 $42.75 $98,325,000 $27,334.35
$0.01 par value per share
</TABLE>
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- --------------------------------------------------------------------------------
(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
December 18, 1998.
<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 26, 1998, 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 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.
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.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.1 1996 Stock Incentive Plan (as amended 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 (see Exhibit 5.1).
25.1 Power of Attorney (see page II-4).
</TABLE>
II-2
<PAGE>
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 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-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 December 17, 1998
- ------------------------- (Principal Executive Officer) and
Cyrus Y. Tsui Chairman of the Board of Directors
/s/ Stephen A. Skaggs Senior Vice President, Chief Financial December 17, 1998
- ------------------------- Officer (Principal Financial Officer)
Stephen A. Skaggs 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-4
<PAGE>
LATTICE SEMICONDUCTOR CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.1 1996 Stock Incentive Plan (as amended 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 (see Exhibit 5.1).
25.1 Power of Attorney (see page II-4).
</TABLE>
II-5
<PAGE>
EXHIBIT 4.1
LATTICE SEMICONDUCTOR CORPORATION
1996 STOCK INCENTIVE PLAN
(as amended May 5, 1998)
1. PURPOSE. The purpose of this 1996 Stock Incentive Plan (the "Plan")
is to enable Lattice Semiconductor Corporation (the "Company") to attract and
retain experienced and able employees and to provide additional incentive to
these employees to exert their best efforts for the Company and its
stockholders.
2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided below
and in paragraph 12, the stock to be offered under the Plan shall consist of
shares of the Company's Common Stock ("Stock"), and the number of shares of
Stock that may be issued pursuant to this Plan shall not exceed, in the
aggregate, 4,300,000 shares. Such shares may be authorized and unissued shares
or may be treasury shares. If an option granted under the Plan expires or
terminates for any reason without having been exercised in full, the unpurchased
shares subject to such option shall again be available under the Plan. If Stock
sold or awarded as a bonus under the Plan is forfeited to the Company or
repurchased by the Company at its original purchase price pursuant to applicable
restrictions, the number of shares forfeited or repurchased shall again be
available under the Plan; PROVIDED, however, that, Stock which has actually been
issued under the Plan and is not subject to a repurchase right at its original
purchase price shall not in any event be returned to the Plan and shall not
become available for future distribution under the Plan. Stock issued under the
Plan may be subject to such restrictions on transfer, repurchase rights or other
restrictions as determined by the Board of Directors of the Company (the "Board
of Directors").
3. EFFECTIVE DATE AND DURATION OF PLAN.
(a) EFFECTIVE DATE. The Plan shall become effective when adopted by
the Board of Directors. Options may be granted and Stock may be awarded as
bonuses or sold under the Plan at any time after the effective date and before
termination of the Plan.
(b) DURATION. The Plan shall continue in effect until, in the
aggregate, options and stock appreciation rights have been granted and exercised
and Stock has been awarded as bonuses or sold and the restrictions on any such
Stock have lapsed on all shares available for the Plan under paragraph 2
(subject to any adjustments under paragraph 12); provided, however, that unless
sooner terminated by the Board of Directors, no incentive stock options shall be
granted on or after the tenth anniversary of the effective date. The Board of
Directors may suspend or terminate the Plan at any time except with respect to
options and to Stock subject to restrictions then outstanding under the Plan.
Termination shall not affect any right of the Company to repurchase shares or
the forfeitability of shares issued under the Plan.
4. ADMINISTRATION.
(a) COMPOSITION OF ADMINISTRATOR.
(i) MULTIPLE ADMINISTRATIVE BODIES. If permitted by
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") ("Rule 16b-3") and the legal requirements relating to the
administration of stock option plans under applicable securities laws, Delaware
corporate law and the Internal Revenue Code of 1986, as amended (the "Code")
("Applicable Laws"), the Plan may (but need not) be administered by different
administrative bodies with respect to (A) members of the Board of Directors
("Directors") who are employees, (B) officers who are not Directors and
(C) employees who are neither Directors nor officers.
-1-
<PAGE>
(ii) ADMINISTRATION WITH RESPECT TO DIRECTORS AND
OFFICERS. With respect to grants, awards and sales to eligible participants who
are officers or Directors of the Company, the Plan shall be administered by
(A) the Board of Directors, if the Board of Directors may administer the Plan in
compliance with Rule 16b-3 as it applies to a plan intended to qualify
thereunder as a discretionary grant or award plan, or (B) a committee designated
by the Board of Directors to administer the Plan, which committee shall be
constituted (1) in such a manner as to permit the Plan to comply with Rule 16b-3
as it applies to a plan intended to qualify thereunder as a discretionary grant
or award plan and (2) in such a manner as to satisfy the Applicable Laws.
(iii) ADMINISTRATION WITH RESPECT TO GRANTS, AWARDS AND
SALES INTENDED TO QUALIFY AS PERFORMANCE-BASED COMPENSATION. With respect to
grants, awards and sales to eligible participants that are intended to qualify
as "performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a committee designated by the Board of
Directors, which committee shall consist of two or more members of the Board who
are not employees of the Company and who otherwise qualify as "outside
directors" within the meaning of Section 162(m) of the Code.
(iv) ADMINISTRATION WITH RESPECT TO OTHER PERSONS. With
respect to grants, awards and sales to eligible participants who are neither
Directors nor officers of the Company, the Plan shall be administered by (A) the
Board of Directors or (B) a committee designated by the Board of Directors,
which committee shall be constituted in such a manner as to satisfy the
Applicable Laws.
(v) GENERAL. Once a committee has been appointed
pursuant to subsection (ii) or (iii) of this Section 4(a), such Committee shall
continue to serve in its designated capacity until otherwise directed by the
Board of Directors. From time to time the Board of Directors may increase the
size of any committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor, fill
vacancies (however caused) and remove all members of a committee and thereafter
directly administer the Plan, all to the extent permitted by the Applicable Laws
and, in the case of a committee appointed under subsection (ii), to the extent
permitted by Rule 16b-3 as it applies to a plan intended to qualify thereunder
as a discretionary grant or award plan.
(b) POWERS OF THE BOARD OF DIRECTORS OR ITS COMMITTEE (THE
"ADMINISTRATOR"). Subject to the provisions of the Plan, and in the case of a
committee, subject to the specific duties delegated by the Board of Directors to
such committee, the Administrator shall have the authority, in its discretion:
(i) to determine the fair market value of the Stock;
(ii) to select the consultants and employees to whom
grants, sales and awards may be made hereunder;
(iii) to determine whether and to what extent grants, sales
and awards, or any combination thereof, are made hereunder;
(iv) to determine the number of shares of Stock to be
covered by grants, sales and awards hereunder;
(v) to approve forms of agreement for use under the Plan;
(vi) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any grants, sales and awards
hereunder. Such terms and conditions include, but are not limited to, the
exercise price, the time or times when grants, sales and awards may be exercised
(which may be based on performance criteria), any vesting acceleration or waiver
of forfeiture restrictions, and any restriction or limitation regarding any
grant, sale or award, or the shares of Stock relating thereto, based in each
case on such factors as the Administrator, in its sole discretion, shall
determine;
-2-
<PAGE>
(vii) to construe and interpret the terms of the Plan;
(viii) to prescribe, amend and rescind rules and regulations
relating to the Plan;
(ix) to determine whether and under what circumstances
grants, sales and awards may be settled in cash instead of Stock or Stock
instead of cash;
(x) to reduce the exercise price of any grants, sales and
awards;
(xi) subject to paragraph 14 of this Plan, to modify or
amend grants, sales and awards, including the ability to correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any stock
bonus, stock purchase or option agreement in the manner and to the extent it
shall deem expedient to carry the Plan into effect;
(xii) to authorize any person to execute on behalf of the
Company any instrument required to effect grants, sales and awards previously
granted by the Administrator;
(xiii) to determine the terms and restrictions applicable to
grants, sales and awards and any restricted Stock; and
(xiv) to make all other determinations deemed necessary or
advisable for administering the Plan.
(c) EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
optionees and any other holders of grants, sales and awards.
5. GRANTS, AWARDS AND SALES.
(a) TYPE OF SECURITY. The Administrator may, from time to time,
separately or in combination: (i) grant Incentive Stock Options, as defined in
Section 422 of the Code and as provided in paragraph 5(b); (ii) grant options
other than Incentive Stock Options ("Non-Statutory Stock Options") as provided
in paragraph 5(c); (iii) grant stock appreciation rights or cash bonus rights as
provided in paragraphs 10 and 11; (iv) award bonuses of Stock as provided in
paragraph 5(d); and (v) sell Stock subject to restrictions as provided in
paragraph 5(e). The Administrator shall select the employees to whom awards
shall be made. The Administrator shall specify the action taken with respect to
each person granted, awarded or sold any option or Stock under the Plan and
shall specifically designate each option granted under the Plan as an Incentive
Stock Option or Non-Statutory Stock Option.
(b) INCENTIVE STOCK OPTIONS. Incentive Stock Options shall be
subject to the following terms and conditions:
(i) To the extent that the aggregate fair market value of
(a) the Stock with respect to which options designated as Incentive Stock
Options plus (b) the shares of stock of the Company, any parent and subsidiary
with respect to which other Incentive Stock Options are exercisable for the
first time by an optionee during any calendar year under all plans of the
Company and any parent and subsidiary exceeds $100,000, such options shall be
treated as Non-Statutory Stock Options. For purposes of the preceding sentence,
(a) Incentive Stock Options shall be taken into account in the order in which
they were granted, and (b) the fair market value of the Stock shall be
determined as of the time the Incentive Stock Option is granted.
(ii) An Incentive Stock Option may be granted under the
Plan to an employee possessing more than 10 percent of the total combined voting
power of all classes of stock of the Company or of any parent or subsidiary of
the Company only if the option price is at least 110 percent of the fair market
value of the Stock subject to the option on the
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<PAGE>
date it is granted, as described in paragraph 5(b)(v), and the option by its
terms is not exercisable after the expiration of five years from the date it
is granted.
(iii) Incentive Stock Options may be granted under the
Plan only to employees of the Company or any parent or subsidiary of the
Company, including employees who are directors. Except as provided in
paragraph 8, no Incentive Stock Option granted under the Plan may be
exercised unless at the time of such exercise the optionee is employed by the
Company or any parent or subsidiary of the Company and shall have been so
employed continuously since the date such option was granted. Absence on
leave or on account of illness or disability under rules established by the
Administrator shall not, however, be deemed an interruption of employment for
this purpose.
(iv) Subject to paragraphs 5(b)(ii) and 5(b)(iii),
Incentive Stock Options granted under the Plan shall continue in effect for the
period fixed by the Administrator, except that no Incentive Stock Option shall
be exercisable after the expiration of 10 years from the date it is granted.
(v) The option price per share shall be determined by the
Administrator at the time of grant. Except as provided in paragraph 5(b)(ii),
the option price shall not be less than 100 percent of the fair market value of
the shares covered by the Incentive Stock Option at the date the option is
granted. The fair market value of shares covered by an Incentive Stock Option
shall be determined by the Administrator.
(c) NON-STATUTORY STOCK OPTIONS. Non-Statutory Stock Options shall
be subject to the following terms and conditions:
(i) Non-Statutory Stock Options granted under the Plan
shall continue in effect for the period fixed by the Administrator, except that
no Non-Statutory Stock Option shall be exercisable after the expiration of 10
years plus 7 days from the date it is granted.
(ii) The option price per share shall be determined by the
Administrator at the time of grant. The option price may be more or less than
or equal to the fair market value of the shares covered by the Non-Statutory
Stock Option on the date the option is granted, and the option price may
fluctuate based on criteria determined by the Administrator, provided that in no
event and at no time shall the option price be less than 50 percent of the fair
market value of the shares on the date of grant. The fair market value of
shares covered by a Non-Statutory Stock Option shall be determined by the
Administrator.
(d) STOCK BONUS. Stock awarded as a bonus shall be subject to the
terms, conditions, and restrictions determined by the Administrator at the time
the Stock is awarded as a bonus. The Administrator may require the recipient to
sign an agreement as a condition of the award, but may not require the recipient
to pay any money consideration except as provided in this paragraph. The
agreement may contain such terms, conditions, representations and warranties as
the Administrator may require. The certificates representing the shares of
Stock awarded shall bear such legends as shall be determined by the
Administrator.
(e) RESTRICTED STOCK. The Administrator may issue shares of Stock
under the Plan for such consideration (including promissory notes and services)
as determined by the Administrator and with such restrictions concerning
transferability, repurchase by the Company or forfeiture as determined by the
Administrator, provided that in no event shall the consideration be less than 50
percent of fair market value at the time of issuance, nor shall any of the
shares issued hereunder be or become freely transferable or not subject to such
restrictions within six months of the date such shares are issued. All shares
of Stock issued pursuant to this paragraph 5(e) shall be subject to a Purchase
Agreement, which shall be executed by the Company and the prospective recipient
of the Stock prior to the delivery of certificates representing such shares to
the recipient. The Purchase Agreement shall contain such terms and conditions
and representations and warranties as the Administrator shall require. The
certificates representing such Stock shall bear such legends as determined by
the Administrator.
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<PAGE>
6. EXERCISE OF OPTIONS. Except as provided in paragraphs 8 and 11,
options granted under the Plan may be exercised from time to time over the
period stated in each option in such amounts and at such times as shall be
prescribed by the Administrator, provided that options shall not be exercised
for fractional shares. Unless otherwise determined by the Administrator, if the
optionee does not exercise an option in any one year with respect to the full
number of shares to which the optionee is entitled in that year, the optionee's
rights shall be cumulative and the optionee may purchase those shares in any
subsequent year during the term of the option.
7. NONTRANSFERABILITY.
(a) OPTIONS AND AWARDS. Each option and award granted under the Plan
by its terms shall be nonassignable and nontransferable by the optionee, either
voluntarily or by operation of law, except by will or by the laws of descent and
distribution of the state or country of the optionee's domicile at the time of
death, and each option and award by its terms shall be exercisable during the
optionee's lifetime only by the optionee.
(b) STOCK. Stock issued upon exercise of an option or awarded as a
bonus or sold under the Plan may have, in addition to restrictions on transfer
imposed by law, any restrictions on transfer determined by the Administrator at
the time the grant, sale or award is made.
8. TERMINATION OF EMPLOYMENT OR DEATH.
(a) If an optionee's employment by the Company or by any parent or
subsidiary of the Company is terminated by retirement or for any reason,
voluntarily or involuntarily, with or without cause, other than in the
circumstances specified in paragraph 8(b) below, any option held by such
optionee may be exercised at any time prior to its expiration date or the date
specified by the Administrator in the optionee's option grant, whichever is the
shorter period, but only if and to the extent the optionee was entitled to
exercise the option on the date of such termination. Subject to such terms and
conditions as the Administrator may determine, the Administrator may extend the
exercise period any length of time not later than the expiration date of the
option and may increase the portion of the option that may be exercised on
termination, provided that any extension of the exercise period of an Incentive
Stock Option shall be subject to a written acknowledgment by the optionee that
the extension disqualifies the option as an Incentive Stock Option.
(b) If an optionee's employment by the Company or by any parent or
subsidiary of the Company is terminated because of death or physical disability
(within the meaning of Section 22(e)(3) of the Code), the option, including
portions not yet exercisable, may be exercised prior to the earlier of the
expiration of 12 months from the date of death or the expiration of the option.
If an optionee's employment is terminated by death, any option held by the
optionee shall be exercisable only by the person or persons to whom such
optionee's rights under such option shall pass by the optionee's will or by the
laws of descent and distribution of the state or country of the optionee's
domicile at the time of death. Subject to such terms and conditions as the
Administrator may determine, the Administrator may extend the exercise period
any length of time not later than the expiration date of the option, provided
that any extension of the exercise period of an Incentive Stock Option shall be
subject to a written acknowledgment by the optionee or the optionee's personal
representative that the extension disqualifies the option as an Incentive Stock
Option.
(c) To the extent an option held by any deceased optionee or by any
optionee whose employment is terminated is not exercised within the limited
periods provided above, all further rights to purchase shares pursuant to such
option and all other related rights shall terminate at the end of such periods.
9. PURCHASE OF SHARES PURSUANT TO OPTION. Shares may be purchased or
acquired pursuant to an option granted under the Plan only upon receipt by the
Company of notice in writing from the optionee of the optionee's intention to
exercise, specifying the number of shares as to which the optionee desires to
exercise the option and the date on which the optionee desires to complete the
transaction, which shall not be more than 30 days after receipt of the notice,
and unless in the opinion of counsel for the Company such a representation is
not required in order to comply with the Securities Act of 1933, as amended,
containing a representation that it is the optionee's present intention to
acquire the shares for investment
-5-
<PAGE>
and not with a view to distribution. On or before the date specified for
completion of the purchase of shares pursuant to an option, the optionee must
have paid the Company the full purchase price of such shares in cash
(including cash that may be the proceeds of a loan from the Company), in
whole or in part in shares of Stock of the Company previously acquired and,
if acquired directly or indirectly from the Company, held for at least six
months by the optionee, unless the Administrator consents to accepting Stock
held for a lesser period of time. Any shares surrendered on payment for the
exercise of options shall be valued at fair market value at the time of
surrender as determined by the Administrator. No shares shall be issued
until full payment therefor has been made. With the consent of the
Administrator an optionee may request the Company to automatically apply the
shares received upon the exercise of a portion of a stock option (even though
stock certificates have not yet been issued) to satisfy the exercise price
for additional portions of the option. With the consent of the Administrator
the Company may allow the exercise price to be satisfied by delivery of a
such documentation as the Administrator and any broker approved by the
Company, if applicable, shall require to effect an exercise of the option and
delivery to the Company of the sale or loan proceeds required to pay the
exercise price.
10. STOCK APPRECIATION RIGHTS.
(a) GRANT. Stock appreciation rights may be granted under the Plan
by the Administrator, subject to such rules, terms and conditions as the
Administrator prescribes.
(b) EXERCISE.
(i) A stock appreciation right shall be exercisable only
at the time or times established by the Administrator. If a stock appreciation
right is granted in connection with an option, then it shall be exercisable only
to the extent and on the same conditions that the related option could be
exercised. Upon exercise of a stock appreciation right, any option or portion
thereof to which the stock appreciation right relates must be surrendered.
Stock appreciation rights granted independent of options shall expire not later
than 10 years plus 7 days from the date of grant.
(ii) The Administrator may withdraw any stock appreciation
right granted under the Plan at any time and may impose any conditions upon the
exercise of a stock appreciation right or adopt rules and regulations from time
to time affecting the rights of holders of stock appreciation rights. Such
rules and regulations may govern the right to exercise stock appreciation rights
granted before adoption or amendment or such rules and regulations as well as
stock appreciation rights granted thereafter.
(iii) Each stock appreciation right shall entitle the
holder, upon exercise, to receive from the Company in exchange therefor an
amount equal in value to the excess of the fair market value on the date of
exercise of one share of Stock of the Company over its fair market value on the
date of grant (or, in the case of a stock appreciation right granted in
connection with an option, the option price per share under the option to which
the stock appreciation right relates), multiplied by the number of shares
covered by the stock appreciation right or the option, or portion thereof, that
is surrendered. No stock appreciation right shall be exercisable at a time that
the amount determined under this subparagraph is negative. Payment by the
Company upon exercise of a stock appreciation right may be made in Stock valued
at its fair market value, in cash, or partly in Stock and partly in cash, as
determined by the Administrator.
(iv) The fair market value of the Stock shall be
determined for this purpose by the Administrator.
(v) No fractional shares shall be issued upon exercise of
a stock appreciation right. In lieu thereof cash may be paid in an amount equal
to the value of the fraction or, in the discretion of the Administrator, the
number of shares may be rounded downward to the next whole share.
(vi) Cash payments of stock appreciation rights as well as
Common Stock issued upon exercise of stock appreciation rights shall be applied
against the maximum number of shares of Common Stock that may be issued pursuant
to the Plan. The number of shares to be applied against such maximum number of
shares in such circumstances
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shall be the number of shares subject to options surrendered upon exercise of
a stock appreciation right or for stock appreciation rights not granted in
connection with an option, shares equal to the amount of the cash payment
divided by the fair market value of a share of Common Stock on the date the
stock appreciation right is granted.
11. CASH BONUS RIGHTS.
(a) GRANT. The Administrator may grant bonus rights under the Plan
in connection with (i) an option granted or previously granted, (ii) Stock
awarded, or previously awarded, as a bonus and (iii) Stock sold or previously
sold under the Plan. Bonus rights will be subject to rules, terms and
conditions as the Administrator may prescribe.
(b) BONUS RIGHTS IN CONNECTION WITH OPTIONS. A bonus right granted
in connection with an option will entitle an optionee to a cash bonus when the
related option is exercised (or terminates in connection with the exercise of a
stock appreciation right related to the option) in whole or in part, or at such
other time as determined by the Administrator as the bonus right is granted. If
an optionee purchases shares and does not exercise a related stock appreciation
right, then the amount of the bonus shall be determined by multiplying the
excess of the total fair market value of the shares to be acquired upon the
exercise over the total option price for shares by the applicable bonus
percentage. If the optionee is exercising a related stock appreciation right in
connection with the termination of an option, then the bonus shall be determined
by multiplying the total fair market value of the shares and cash received
pursuant to the exercise of the stock appreciation right by the applicable bonus
percentage. For the purposes of this paragraph, the fair market value of shares
shall be determined by the Administrator. The bonus percentage applicable to a
bonus right shall be determined from time to time by the Administrator but shall
in no event exceed 40 percent of the amount by which the fair market value of
the Stock received on exercise of the related option at the time of exercise
exceeds the option price of such option.
(c) BONUS RIGHTS IN CONNECTION WITH STOCK BONUS. A bonus right
granted in connection with Stock awarded as a bonus will entitle the person
awarded such Stock to a cash bonus at the time the Stock is awarded, at such
time as restrictions, if any, to which the Stock is subject lapse, or at such
other time as determined by the Administrator as the bonus right is granted. If
Stock awarded is subject to restrictions and is repurchased by the Company or
forfeited by the holder the bonus right granted in connection with such Stock
shall terminate and may not be exercised. The amount of cash bonus to be
awarded and the time such cash bonus is to be paid shall be determined from time
to time by the Administrator.
(d) BONUS RIGHTS IN CONNECTION WITH STOCK PURCHASE. The bonus right
granted in connection with Stock purchased hereunder (excluding Stock purchased
pursuant to an option) shall terminate and may not be exercised in the event the
Stock is repurchased by the Company or forfeited by the holder pursuant to
restrictions applicable to the Stock. The amount of cash bonus to be awarded
and the time such cash bonus is to be paid shall be determined from time to time
by the Administrator.
12. CHANGES IN CAPITAL STRUCTURE. If the outstanding shares of Stock of
the Company are hereafter increased or decreased or changed into or exchanged
for a different number or kind of shares or other securities of the Company by
reason of any reorganization, merger, consolidation, plan of exchange,
recapitalization, reclassification, stock split-up, combination of shares or
dividend payable in shares, appropriate adjustment shall be made by the
Administrator in the number and kind of shares for which grants, sales and
awards may be made under the Plan. In addition, the Administrator shall make
appropriate adjustment in the number and kind of shares as to which outstanding
grants, sales and awards, or portions thereof then unexercised, shall be
exercisable. Adjustments in outstanding options shall be made without change in
the total price applicable to the unexercised portion of any option and with a
corresponding adjustment in the option price per share and shall neither
(i) make the ratio, immediately after the event, of the option price per share
to the fair market value per share more favorable to the optionee than that
ratio immediately before the event, nor (ii) make the aggregate spread,
immediately after the event, between the fair market value of shares as to which
the option is exercisable and the option price of such shares more favorable to
the optionee than that aggregate spread immediately before the event. The
Administrator may also require that any securities issued in respect of or
exchanged for Stock issued hereunder that is subject to restrictions be subject
to similar restrictions. Notwithstanding the foregoing, the Administrator shall
have no
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obligation to effect any adjustment that would or might result in the
issuance of fractional shares, and any fractional shares resulting from any
adjustment may be disregarded or provided for in any manner determined by the
Administrator. Any such adjustment made by the Administrator shall be
conclusive. In the event of dissolution of the Company or a merger,
consolidation or plan of exchange affecting the Company, in lieu of providing
for options as provided above in this paragraph 12, the Administrator may, in
its sole discretion, provide a 30-day period prior to such event during which
optionees shall have the right to exercise options in whole or in part
without any limitation on exercisability.
13. CORPORATE MERGERS, ACQUISITIONS, ETC. The Administrator may also
grant options and stock appreciation rights, award Stock bonuses and issue Stock
subject to restrictions having terms, conditions and provisions that vary from
those specified in this Plan provided that any options and stock appreciation
rights granted, any stock bonuses awarded and any restricted stock issued
pursuant to this section are granted in substitution for or in connection with
the assumption of, existing options, stock appreciation rights, stock bonuses
and restricted stock granted, awarded or issued by another corporation and
assumed or otherwise agreed to be provided for by the Company pursuant to or by
reason of a transaction involving a corporate merger consolidation, acquisition
of property or stock, separation, reorganization or liquidation to which the
Company or a subsidiary is a party.
14. AMENDMENT OF PLAN. The Board of Directors may at any time and from
time to time modify or amend the Plan in such respects as it shall deem
advisable because of changes in the law while the Plan is in effect or for any
other reason. Except as provided in paragraphs 8, 10 and 12, however no change
in an option already granted or modification of restrictions on Stock already
issued shall be made without the written consent of the holder of such option or
Stock. Furthermore, unless the Company obtains stockholder approval in such a
manner and degree as required by applicable law, no amendment or change shall be
made in the Plan that increases the total number of shares that may be awarded
or purchased under the Plan or that otherwise requires stockholder approval
under applicable law.
15. APPROVALS. The obligations of the Company under the Plan are subject
to the approval of state and federal authorities or agencies with jurisdiction
in the matter. The Company will use its best efforts to take steps required by
state or federal law or applicable regulations, including rules and regulations
of the Securities and Exchange Commission and any stock exchange on which the
Company's shares may then be listed, in connection any grant, sale or award
hereunder, or the listing of such shares of said exchange. The foregoing
notwithstanding, the Company shall not be obligated to issue or deliver shares
of Common Stock under the Plan if the Company is advised by its legal counsel
that such issuance or delivery would violate applicable state or federal
securities laws.
16. EMPLOYMENT RIGHTS. Nothing in the Plan, nor any grant, award or sale
hereunder, shall confer upon (i) any employee any right to be continued in the
employment of the Company or any parent or subsidiary of the Company, or shall
interfere in any way with the right of the Company or any parent or subsidiary
of the Company by whom such employee is employed to terminate such employee's
employment at any time, for any reason, with or without cause, or to increase or
decrease such employee's compensation, or (ii) any person engaged by the Company
any right to be retained or employed by the Company or to the continuation,
extension, renewal, or modification of any compensation, contract, or
arrangement with or by the Company.
17. RIGHTS AS A STOCKHOLDER. The holder of an option, the recipient of
Stock awarded as a bonus or the purchaser of Stock shall have no rights as a
stockholder with respect to any shares covered by any grant, sale or award until
the date of issue of a stock certificate to him or her for such shares. Except
as otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.
18. STOCK WITHHOLDING TO SATISFY WITHHOLDING TAX OBLIGATIONS.
(a) ABILITY TO USE STOCK TO SATISFY WITHHOLDING. The Company may
require any recipient of a grant, sale or award under the Plan to pay to the
Company amounts necessary to satisfy any applicable federal, state or local tax
withholding requirements. At the discretion of the Administrator, optionees and
award recipients may satisfy withholding obligations as provided in this
Section 18. When an optionee or award recipient incurs tax liability in
connection with a
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grant, sale or award, which tax liability is subject to tax withholding under
applicable tax laws (including federal, state and local laws), the optionee
may satisfy the withholding tax obligation (up to an amount calculated by
applying such optionee's maximum marginal tax rate) by electing to have the
Company withhold from the Stock to be issued in connection with a grant, sale
or award that number of shares, or by delivering to the Company that number
of previously owned shares (which, in the case of Stock acquired directly or
indirectly from the Company, has been held for at least six months), having a
fair market value equal to the amount required to be withheld. The fair
market value of the shares to be withheld or delivered, as the case may be,
shall be determined on the date that the amount of tax to be withheld is
determined (the "Tax Date").
(b) ELECTION TO HAVE STOCK WITHHELD. All elections by an optionee to
have Stock withheld or to deliver previously owned Shares pursuant to this
Section 18 shall be made in writing in a form acceptable to the Administrator
and shall be subject to the following restrictions:
(i) the election must be made on or prior to the
applicable Tax Date;
(ii) all elections shall be subject to the consent or
disapproval of the Administrator; and
(iii) if the optionee is subject to liability under Section
16 of the Exchange Act, the election must comply with the applicable provisions
of Rule 16b-3 and shall be subject to such additional conditions or restrictions
as may be required thereunder to qualify for the maximum exemption from
Section 16 of the Exchange Act with respect to Plan transactions.
(c) SECTION 83(b) ELECTIONS. In the event that (i) an election to
have Shares withheld is made by an optionee, (ii) no election is filed under
Section 83(b) of the Code by such optionee and (iii) the Tax Date is deferred
under Section 83 of the Code, the optionee shall receive the full number of
shares subject to the grant, sale or award, as the case may be, but such
optionee shall be unconditionally obligated to tender back to the Company the
proper number of shares on the Tax Date.
19. RULE 16b-3. Grants, sales and awards to Insiders must comply with the
applicable provisions of Rule 16b-3 and shall contain such additional conditions
or restrictions as may be required thereunder to qualify for the maximum
exemption from Section 16 of the Exchange Act with respect to Plan transactions.
20. PERFORMANCE-BASED COMPENSATION.
(a) OPTIONS AND STOCK APPRECIATION RIGHTS. The following limitations
shall apply to grants of options and stock appreciation rights to employees of
the Company.
(i) No employee shall be granted, in any fiscal year of
the Company, options or stock appreciation rights to purchase, in the aggregate,
more than 500,000 shares of Stock.
(ii) In connection with his or her initial employment, an
employee may be granted options and stock appreciation rights to purchase, in
the aggregate, up to an additional 500,000 shares of Stock which shall not count
against the limit set forth in subsection (i) above.
(iii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 12.
(iv) If an option or stock appreciation right is cancelled
in the same fiscal year of the Company in which it was granted (other than in
connection with a transaction described in Section 12), the cancelled option
will be counted against the limits set forth in subsections (i) and (ii) above.
For this purpose, if the exercise price of an option is reduced, the transaction
will be treated as a cancellation of the option and the grant of a new option.
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(b) OTHER GRANTS, AWARDS AND SALES. The Administrator shall have the
discretion to set Performance Goals (as defined below) which, depending on the
extent to which they are met during the Performance Period (as defined below),
shall determine the number or value of grants, awards or sales (excluding
options) that shall be made to Covered Employees (as defined below). The
Performance Goals shall be set by the Administrator on or before the latest date
permissible to enable the awards or sales to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code. Each grant, sale
or award pursuant to this Section 20(b) shall be evidenced by an agreement that
shall specify the Performance Period, and such other terms and conditions as the
Administrator, in its sole discretion, shall determine. To the extent necessary
to qualify grants, awards or sales as "performance-based compensation" within
the meaning of Section 162(m) of the Code, the Administrator shall certify in
writing that the Performance Goals applicable to such grant, sale or award for
the relevant Performance Period have been satisfied. Notwithstanding anything
to the contrary contained herein, the maximum value of all grants, awards or
sales pursuant to this Section 20(b) that an individual may receive for a fiscal
year is 2.5% of operating profit for such fiscal year.
(c) DEFINITIONS. As used herein, the following definitions shall
apply:
(i) "COVERED EMPLOYEE" means a "covered employee" within
the meaning of Section 162(m) of the Code.
(ii) "PERFORMANCE GOAL" means the goal or goals
determined by the Administrator, in its discretion, to be applicable with
respect to a grant, sale or award intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code pursuant to
this Section 20(b). As determined by the Administrator, the Performance
Goal(s) applicable to a grant, sale or award shall provide for a targeted
level or levels of achievement based upon any or all of the following for the
Performance Period: corporate profitability; growth in sales; growth in
income; share price appreciation; and return on investment. The Performance
Goal(s) may differ from employee to employee and from grant, sale or award to
grant, sale or award.
(iii) "PERFORMANCE PERIOD" means the period of time during
which the Performance Goals must be met.
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EXHIBIT 5.1
December 22, 1998
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 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 2,300,000
shares (the "Shares") of your Common Stock reserved for issuance under your 1996
Stock Incentive Plan (as amended May 5, 1998) (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.
<PAGE>
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 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.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Portland, Oregon
December 18, 1998
