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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
JUNE 15, 1999
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Date of Report (Date of earliest event reported)
LATTICE SEMICONDUCTOR CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 000-18032 93-0835214
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
5555 NE MOORE COURT
HILLSBORO, OR 97124-6421
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(Address of principal executive offices)
(503) 268-8000
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 15, 1999, Lattice Semiconductor Corporation, a Delaware
corporation and the registrant herein, purchased all of the outstanding
capital stock, $.01 par value of Vantis Corporation, a Delaware corporation,
from Advanced Micro Devices, Inc., a Delaware corporation, for an aggregate
purchase price of $500,080,000.
The acquisition was made pursuant a Stock Purchase Agreement entered
into between Lattice and Advanced Micro Devices on April 21, 1999. Following
the acquisition, Vantis is now a wholly owned subsidiary of Lattice.
The purchase price for the shares of Vantis was determined by
arms'-length negotiation between Lattice and Advanced Micro Devices, and was
funded in part with cash reserves held by Lattice, and in part with the
proceeds of borrowings from ABN AMRO Bank, N.V., as administrative agent for
a syndicate of banks. The ABN AMRO credit facilities consist of a $60 million
three-year revolving credit facility, and a $220 million three-year term
loan. Aggregate borrowings from the credit facilities for the acquisition
were approximately $253,000,000 as of June 15, 1999.
For a more complete description of the terms of the acquisition of
Vantis please refer to the Stock Purchase Agreement, which is incorporated by
reference as Exhibit 2.1, to our Current Report on Form 8-K, dated April 21,
1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) It is impracticable at this time for the Registrant to file,
together with this Current Report, the required financial statements and pro
forma financial information with respect to Vantis. Accordingly, the
Registrant hereby undertakes to file such required statements and information
on or prior to August 20, 1999.
Exhibit No. Description
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99 Press Release dated June 15, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LATTICE SEMICONDUCTOR CORPORATION
Date: June 25, 1999 By: /s/ Stephen Skaggs
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Name: STEPHEN SKAGGS
Title: CFO
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INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED JUNE 15, 1999
Exhibit Description
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99 Press Release dated June 15, 1999.
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EXHIBIT 99
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LATTICE SEMICONDUCTOR COMPLETES ACQUISITION OF VANTIS CORPORATION
HILLSBORO, ORE. - JUNE 15, 1999 - Lattice Semiconductor Corporation (NASDAQ:
LSCC) today announced that it has completed its previously announced
acquisition of Vantis Corporation from Advanced Micro Devices (NYSE: AMD) for
$500 million in cash. The acquisition strongly positions Lattice to deliver
innovative, higher density programmable solutions and further strengthens its
leadership position in the PLD marketplace. The acquisition will be accounted
for as a purchase. In future quarterly financial statements Lattice will
report, on a supplemental basis, earnings before goodwill ("EBG") to allow
investors to analyze the Company's cash earnings. Following the acquisition,
the combined company will be one of the world's leading providers of high
density programmable devices. Lattice will have a significant presence in the
majority of leading telecom and datacom customers and an unparalleled breadth
of PLD product offerings versus the competition. Based on proforma financial
results for calendar 1998, the combined revenues of the two companies would
have been approximately $400 million.
"Customers, employees and shareholders will benefit from this highly
strategic move by Lattice," stated Cyrus Y. Tsui, president and chief
executive officer. "The expanded product line, increased R&D resources and
extended market reach of the combined company will greatly enhance our
ability to compete in the market and meet the rapidly changing needs of our
customers."
"We are excited to be joining the Lattice team," said Frank Barone, chief
operating officer of Vantis. "We believe that the combined strength of our
two organizations will greatly expand our presence in the attractive PLD
market."
The foregoing paragraphs contain forward-looking statements within the
meaning of the Federal Securities laws including statements about future
quarterly financial statements, the combined company, customers, product
offerings, revenues and ability to compete. Investors are cautioned that
actual events and results could differ materially from these forward-looking
statements as a result of a number of factors, including Lattice's ability to
integrate Vantis into its operations, to retain key management of Vantis, to
retain key customers and suppliers of Vantis and Lattice, and to increase
sales under the Lattice trademark as well as the effect of overall
semiconductor market conditions.
Oregon-based Lattice Semiconductor Corporation designs, develops and markets
the broadest range of high-performance ISP(tm) programmable logic devices
(PLDs). Lattice introduced ISP devices to the industry in 1992. In June 1999,
Lattice acquired Vantis, the company that invented the PLD. With double the
engineering and sales resources, the combined company will focus on
developing and delivering innovative programmable products to a complementary
customer base.
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Lattice/Vantis products are sold worldwide through an extensive network of
independent sales representatives and distributors, primarily to OEM
customers in the communication, computing, industrial and military end
markets. Company headquarters are located at 5555 N.E. Moore Court,
Hillsboro, Oregon 97124 U.S.A.; Telephone (503) 268-8000; FAX (503) 268-8037.
For more information access our web sites at WWW.LATTICESEMI.COM and
WWW.VANTIS.COM.
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ISP and in-system programmable are trademarks of Lattice Semiconductor
Corporation.
Press Contact: Investor Contact:
Steve Skaggs Rodney Sloss
Senior Vice President Vice President, Finance
Chief Financial Officer (503) 268-8000
(503) 268-8000
