<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
LATTICE SEMICONDUCTOR CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 93-0835214
(State or other jurisdiction (I.R.S. Employer
of Identification Number)
incorporation or organization)
</TABLE>
5555 N.E. MOORE COURT
HILLSBORO, OREGON 97124-6421
(503) 268-8000
(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) 268-8000
(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 MAXIMUM PROPOSED MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share,
upon exercise of warrants to purchase
shares of Common Stock.................... 110,100 shares $25.0625 $2,759,381.25 $767.11
</TABLE>
(1) The amount of shares to be registered reflects a two-for-one stock split
effected in the form of a stock dividend paid on September 16, 1999.
(2) The proposed Maximum Offering Price Per Share was estimated pursuant to
Rule 457(g) under the Securities Act of 1933, as amended, under which rule
the per share price is estimated by reference to the exercise price of the
securities, which exercise price is $25.0625.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 21, 1999
PRELIMINARY PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDER 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.
<PAGE>
110,100 SHARES
LATTICE SEMICONDUCTOR CORPORATION
COMMON STOCK
------------------
This prospectus relates to 110,100 shares of common stock, $0.01 par value,
of Lattice Semiconductor Corporation that are issuable upon exercise of a
warrant granted to Bain & Company, Inc., the selling stockholder identified in
this prospectus. The selling stockholder is offering all of the shares to be
sold in the offering. Lattice will not receive any of the proceeds from the
offering.
Lattice Semiconductor Corporation's Common Stock is traded on the Nasdaq
National Market under the symbol "LSCC." On December 20, 1999, the last reported
sale price for the Common Stock on the Nasdaq National Market was $47.50 per
share.
INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 2.
---------------------
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>
RISK FACTORS
AN INVESTMENT IN THE SHARES OF OUR COMMON STOCK OFFERED BY THIS PROSPECTUS
INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY REVIEW THE FOLLOWING RISK
FACTORS AS WELL AS THE OTHER INFORMATION IN THIS PROSPECTUS BEFORE MAKING AN
INVESTMENT.
OUR WAFER SUPPLY COULD BE INTERRUPTED OR REDUCED AND RESULT IN A SHORTAGE OF
FINISHED PRODUCTS AVAILABLE FOR SALE
We do not manufacture finished silicon wafers. Currently all of our silicon
wafers are manufactured by Seiko Epson in Japan, AMD in the United States and
the UMC Group, a group of affiliated companies, in Taiwan. If Seiko Epson,
through its U.S. affiliate Epson Electronics America, AMD or the UMC Group
significantly interrupts or reduces our wafer supply, our operating results
would be adversely affected.
In the past, we have experienced delays in obtaining wafers and in securing
supply commitments from our foundries. At present, we anticipate that our supply
commitments are adequate. However, these existing supply commitments may not be
sufficient for us to satisfy customer demand in future periods. Additionally,
notwithstanding our supply commitments we may still have difficulty in obtaining
wafer deliveries consistent with the supply commitments. We negotiate wafer
prices and supply commitments on at least an annual basis. If Seiko Epson, Epson
Electronics America, AMD or the UMC Group reduces our supply commitment or
increases our wafer prices, and we cannot find alternative sources of wafer
supply, our operating results could be adversely affected.
Many other factors that could disrupt our wafer supply are beyond our
control. Since worldwide manufacturing capacity for silicon wafers is limited
and inelastic, we could be adversely affected by significant industry-wide
increases in overall wafer demand or interruptions in wafer supply.
Additionally, although the recent earthquake in Taiwan has not had a material
adverse effect on our operating results, a future disruption of Seiko Epson's,
AMD's or the UMC Group's foundry operations as a result of a fire, earthquake or
other natural disaster could disrupt our wafer supply and could have an adverse
effect on our operating results.
IF OUR FOUNDRY PARTNERS EXPERIENCE QUALITY OR YIELD PROBLEMS, WE MAY FACE A
SHORTAGE OF FINISHED PRODUCTS AVAILABLE FOR SALE
We depend on our foundries to deliver reliable silicon wafers with
acceptable yields in a timely manner. As is common in our industry, we have
experienced wafer yield problems and delivery delays in the past. If our
foundries are unable to produce silicon wafers that meet our specifications,
with acceptable yields, for a prolonged period, our operating results could be
adversely affected.
Substantially all of our revenue is derived from products based on a
specialized silicon wafer manufacturing process technology called E(2)CMOS. The
reliable manufacture of high performance E(2)CMOS semiconductor wafers is a
complicated and technically demanding process requiring:
- a high degree of technical skill;
- state-of-the-art equipment;
- the absence of defects in the masks used to print circuits on a wafer;
- the elimination of minute impurities and errors in each step of the
fabrication process; and
- effective cooperation between the wafer supplier and the circuit designer.
As a result, our foundries may experience difficulties in achieving
acceptable quality and yield levels when manufacturing our silicon wafers.
2
<PAGE>
OUR PRODUCTS MAY NOT BE COMPETITIVE IF WE ARE UNSUCCESSFUL IN MIGRATING OUR
MANUFACTURING PROCESSES TO MORE ADVANCED TECHNOLOGIES
In order to develop new products and maintain the competitiveness of
existing products, we need to migrate to more advanced wafer manufacturing
processes that utilize larger wafer sizes and smaller device geometries. We may
also utilize additional foundries. Since we depend upon foundries to provide
their facilities and support for our process technology development, we may
experience delays in the availability of advanced wafer manufacturing process
technologies at existing or new wafer fabrication facilities. As a result,
volume production of our advanced E(2)CMOS process technologies at the new fabs
of Seiko Epson, the UMC Group or future foundries may not be achieved. This
could have an adverse effect on our operating results.
WE MAY BE UNSUCCESSFUL IN DEFINING, DEVELOPING OR SELLING NEW PRODUCTS
REQUIRED TO MAINTAIN OR EXPAND OUR BUSINESS
As a semiconductor company, we operate in a dynamic environment marked by
rapid product obsolescence. Our future success depends on our ability to
introduce new or improved products that meet customer needs while achieving
acceptable margins. If we fail to introduce these new products in a timely
manner or these products fail to achieve market acceptance, our business and
financial condition will be adversely affected.
The introduction of new products in a dynamic market environment presents
significant business challenges. Product development commitments and
expenditures must be made well in advance of product sales. The success of a new
product depends on accurate forecasts of long-term market demand and future
technology developments.
Our future revenue growth is dependent on market acceptance of our new
proprietary ISP product families and the continued market acceptance of our
proprietary software development tools. The success of these products is
dependent on a variety of specific technical factors including:
- successful product definition;
- timely and efficient completion of product design;
- timely and efficient implementation of wafer manufacturing and assembly
processes;
- product performance; and
- the quality and reliability of the product.
If, due to these or other factors, our new products do not achieve market
acceptance, our business and financial condition will be adversely affected.
WE MAY EXPERIENCE UNEXPECTED DIFFICULTIES INTEGRATING VANTIS
We acquired Vantis on June 15, 1999, and are currently in the process of
integrating Vantis with our other operations. If integration is unsuccessful,
more difficult or more time consuming than originally planned, we may incur
unexpected disruptions to our ongoing business. These disruptions may have an
adverse effect on our operations and financial results. Further, the following
specific factors may adversely affect our ability to integrate the business of
Vantis:
- we may experience unexpected losses of key employees or customers;
- we may experience difficulties or delays in conforming the standards,
processes, procedures and controls of our two businesses;
- we may experience unexpected costs and discover unexpected liabilities;
3
<PAGE>
- we may not achieve expected levels of revenue growth, cost reduction and
profitability improvement; and
- we may not be able to coordinate our new product and process development
in a way which enables us to bring new technologies to the market in a
timely manner.
In addition, as part of our acquisition of Vantis, we entered into
arrangements with Vantis' former parent, AMD, for AMD to provide Vantis with
certain manufacturing support and administrative services. In the event AMD
fails to provide these services, or provides such services at a level of quality
and timeliness inconsistent with the historical delivery of such services, our
ability to integrate Vantis will be severely hampered and our business may
suffer.
DETERIORATION OF CONDITIONS IN ASIA MAY DISRUPT OUR EXISTING SUPPLY
ARRANGEMENTS AND RESULT IN A SHORTAGE OF FINISHED PRODUCTS AVAILABLE FOR SALE
Two of our three silicon wafer suppliers operate fabs located in Asia. Our
finished silicon wafers are assembled and tested by independent subcontractors
located in Hong Kong, Malaysia, the Philippines, South Korea, Taiwan and
Thailand. A prolonged interruption in our supply from any of these
subcontractors could have an adverse effect on our operating results.
Although we have yet not experienced significant supply interruptions, the
economic, financial, social and political situation in Asia has recently been
volatile. Financial difficulties, governmental actions or restrictions,
prolonged work stoppages or any other difficulties experienced by these
suppliers may disrupt our supply and could have an adverse effect on our
operating results.
Our wafer purchases from Seiko Epson are denominated in Japanese yen. The
value of the dollar with respect to the yen has fluctuated in the past and may
not remain stable in the future. Future substantial deterioration of dollar-yen
exchange rates could have an adverse effect on our operating results.
EXPORT SALES ACCOUNT FOR A SUBSTANTIAL PORTION OF OUR REVENUES AND MAY
DECLINE IN THE FUTURE DUE TO ECONOMIC AND GOVERNMENTAL UNCERTAINTIES
Our export sales are affected by unique risks frequently associated with
foreign economies including:
- changes in local economic conditions;
- exchange rate volatility;
- governmental controls and trade restrictions;
- export license requirements and restrictions on the export of technology;
- political instability;
- changes in tax rates, tariffs or freight rates;
- interruptions in air transportation; and
- difficulties in staffing and managing foreign sales offices.
For example, our export sales have recently been affected by the Asian
economic crisis. Significant changes in the economic climate in the foreign
countries where we derive our export sales could have an adverse effect on our
operating results.
4
<PAGE>
IF OUR ASSEMBLY AND TEST SUBCONTRACTORS EXPERIENCE QUALITY OR YIELD
PROBLEMS, WE MAY FACE A SHORTAGE OF FINISHED PRODUCTS AVAILABLE FOR SALE
We rely on subcontractors to assemble and test our devices with acceptable
quality and yield levels. As is common in our industry, we have experienced
quality and yield problems in the past. If we experience prolonged quality or
yield problems in the future, there could be an adverse effect on our operating
results.
The majority of our revenue is derived from semiconductor devices assembled
in advanced packages. The assembly of advanced packages is a complex process
requiring:
- a high degree of technical skill;
- state-of-the-art equipment;
- the absence of defects in lead frames used to attach semiconductor devices
to the package;
- the elimination of raw material impurities and errors in each step of the
process; and
- effective cooperation between the assembly subcontractor and the device
manufacturer.
As a result, our subcontractors may experience difficulties in achieving
acceptable quality and yield levels when assembling and testing our
semiconductor devices.
THE CYCLICAL NATURE OF THE SEMICONDUCTOR INDUSTRY MAY LIMIT OUR ABILITY TO
MAINTAIN OR INCREASE REVENUE AND PROFIT LEVELS DURING FUTURE INDUSTRY DOWNTURNS
The semiconductor industry is highly cyclical, to a greater extent than
other less dynamic or less technology-driven industries. In the past, our
financial performance has been negatively affected by significant downturns in
the semiconductor industry as a result of:
- the cyclical nature of the demand for the products of semiconductor
customers;
- general reductions in inventory levels by customers;
- excess production capacity; and
- accelerated declines in average selling prices.
If these or other conditions in the semiconductor industry occur in the
future, there could be an adverse effect on our operating results.
OUR FUTURE QUARTERLY OPERATING RESULTS MAY FLUCTUATE AND THEREFORE MAY FAIL
TO MEET EXPECTATIONS
Our quarterly operating results have fluctuated in the past and may continue
to fluctuate in the future. Consequently, our operating results may fail to meet
the expectations of analysts and investors. As a result of industry conditions
and the following specific factors, our quarterly operating results are more
likely to fluctuate and are more difficult to predict than a typical
non-technology company of our size and maturity:
- general economic conditions in the countries where we sell our products;
- the timing of our and our competitors' new product introductions;
- product obsolescence;
- the scheduling, rescheduling and cancellation of large orders by our
customers;
- the cyclical nature of demand for our customers' products;
- our ability to develop new process technologies and achieve volume
production at the new fabs of Seiko Epson and the UMC Group or at another
foundry;
- changes in manufacturing yields;
5
<PAGE>
- adverse movements in exchange rates, interest rates or tax rates; and
- the availability of adequate supply commitments from our wafer foundries
and assembly and test subcontractors.
As a result of these factors, our past financial results are not necessarily
a good predictor of our future results.
WE MAY NOT BE ABLE TO SUCCESSFULLY COMPETE IN THE HIGHLY COMPETITIVE
SEMICONDUCTOR INDUSTRY
The semiconductor industry is intensely competitive and many of our direct
and indirect competitors have substantially greater financial, technological,
manufacturing, marketing and sales resources. If we are unable to compete
successfully in this environment, our future results will be adversely affected.
The current level of competition in the programmable logic market is high
and may increase as our market expands. We currently compete directly with
companies that have licensed our products and technology or have developed
similar products. We also compete indirectly with numerous semiconductor
companies that offer products and solutions based on alternative technologies.
These direct and indirect competitors are established multinational
semiconductor companies as well as emerging companies. We also may experience
significant competition from foreign companies in the future.
WE MAY FAIL TO RETAIN OR ATTRACT THE SPECIALIZED TECHNICAL AND MANAGEMENT
PERSONNEL REQUIRED TO SUCCESSFULLY OPERATE OUR BUSINESS
To a greater degree than most non-technology companies or larger technology
companies, our future success depends on our ability to attract and retain
highly qualified technical and management personnel. As a mid-sized company, we
are particularly dependent on a relatively small group of key employees.
Competition for skilled technical and management employees is intense within our
industry. As a result, we may not be able to retain our existing key technical
and management personnel. In addition, we may not be able to attract additional
qualified employees in the future. If we are unable to retain existing key
employees or are unable to hire new qualified employees, our operating results
could be adversely affected.
IF WE ARE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, OUR
FINANCIAL RESULTS AND COMPETITIVE POSITION MAY SUFFER
Our success depends in part on our proprietary technology. However, we may
fail to adequately protect this technology. As a result, we may lose our
competitive position or face significant expense to protect or enforce our
intellectual property rights.
We intend to continue to protect our proprietary technology through patents,
copyrights and trade secrets. Despite this intention, we may not be successful
in achieving adequate protection. Claims allowed on any of our patents may not
be sufficiently broad to protect our technology. Patents issued to us also may
be challenged, invalidated or circumvented. Finally, our competitors may develop
similar technology independently.
Companies in the semiconductor industry vigorously pursue their intellectual
property rights. If we become involved in protracted intellectual property
disputes or litigation we may utilize substantial financial and management
resources, which could have an adverse effect on our operating results. We may
also be subject to future intellectual property claims or judgements. If these
were to occur, we might not be able to obtain a license on favorable terms or at
all to any intellectual property that we might allegedly infringe and, without
such licenses, our operating results might be adversely affected.
6
<PAGE>
WE ARE SUBJECT TO RISKS RELATED TO YEAR 2000 PROBLEMS
We are currently working to address the potential impact of the Year 2000 on
the processing of information by our computerized systems, including interfaces
to our business partners.
In June 1999, we completed our planned Year 2000 compliance activities with
respect to our products and internal systems, software, equipment and
facilities. Based solely on these activities, management believes that all
products and material internal systems, software, equipment and facilities are
currently Year 2000 compliant. We do not anticipate that potential Year 2000
issues will have a material adverse impact on our financial position or
operating results. In the aggregate, approximately $2.0 million in expenses were
incurred to fund Year 2000 compliance activities.
However, we could be adversely impacted if any of our critical business
partners were to experience a severe business interruption due to a failure to
address their internal Year 2000 issues in a timely manner. The most reasonably
likely worst case Year 2000 scenario is a temporary disruption in supplier
deliveries or customer shipments. If a severe disruption occurs in either of
these two areas and is not corrected in a timely manner, a revenue or profit
shortfall may result in the first half of calendar year 2000. Based solely on
responses received to date from our business partners, we have no reason to
believe that there will be such a material adverse impact. However, if the
responses received from our business partners are inaccurate or happen to
change, then there could be such a material adverse impact. Management is
evaluating Year 2000 business interruption scenarios and developing appropriate
contingency plans.
7
<PAGE>
FORWARD-LOOKING STATEMENTS
SOME OF THE INFORMATION IN THIS PROSPECTUS CONTAINS FORWARD-LOOKING
STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES. YOU CAN IDENTIFY
THESE STATEMENTS BY FORWARD-LOOKING WORDS SUCH AS "MAY," "WILL," "EXPECT,"
"ANTICIPATE," "BELIEVE," "ESTIMATE" AND "CONTINUE" OR SIMILAR WORDS.
YOU SHOULD READ STATEMENTS THAT CONTAIN THESE WORDS CAREFULLY BECAUSE THEY:
- DISCUSS OUR FUTURE EXPECTATIONS;
- PROJECT OUR FUTURE OPERATING RESULTS OR FINANCIAL CONDITION; OR
- STATE OTHER "FORWARD-LOOKING" INFORMATION.
WE BELIEVE IT IS IMPORTANT TO COMMUNICATE OUR EXPECTATIONS TO OUR INVESTORS.
THERE MAY BE EVENTS IN THE FUTURE, HOWEVER, THAT WE ARE NOT ACCURATELY ABLE TO
PREDICT OR OVER WHICH WE HAVE NO CONTROL.
THE RISK FACTORS LISTED IN THIS SECTION, AS WELL AS ANY CAUTIONARY LANGUAGE
IN THIS PROSPECTUS, PROVIDE EXAMPLES OF RISKS, UNCERTAINTIES AND EVENTS THAT MAY
CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE EXPECTATIONS WE DESCRIBE
IN OUR FORWARD-LOOKING STATEMENTS. BEFORE YOU INVEST IN OUR COMMON STOCK, YOU
SHOULD BE AWARE THAT THE OCCURRENCE OF ANY OF THE EVENTS DESCRIBED IN THESE RISK
FACTORS AND ELSEWHERE IN THIS PROSPECTUS COULD HAVE A MATERIAL ADVERSE EFFECT ON
OUR BUSINESS, FINANCIAL CONDITION AND OPERATING RESULTS. ADDITIONALLY, UPON THE
OCCURRENCE OF ANY OF THESE EVENTS, THE TRADING PRICE OF OUR COMMON STOCK COULD
DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.
USE OF PROCEEDS
The proceeds received by Lattice upon exercise of the warrant held by the
selling stockholder of approximately $2.8 million will be used for general
working capital purposes. However, the selling stockholder will receive all of
the proceeds from the shares to be sold in the offering.
8
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data should be read in
conjunction with our consolidated financial statements, related notes and other
financial information incorporated herein by reference. The consolidated
statement of operations data for the fiscal years ended April 1, 1995,
March 30, 1996, March 29, 1997, March 28, 1998 and April 3, 1999 and the
consolidated balance sheet data as of April 1, 1995, March 30, 1996, March 29,
1997, March 28, 1998 and April 3, 1999 are derived from the audited consolidated
financial statements previously filed with the SEC. The consolidated statement
of operations data for the six months ended September 26, 1998 and October 2,
1999 and the consolidated balance sheet data as of September 26, 1998 and
October 2, 1999 are derived from our unaudited consolidated financial statements
and include, in the opinion of management, all adjustments, including normal
recurring adjustments with the exception of the non-recurring in-process
research and development charge, relating to the Vantis acquisition, necessary
to present fairly the financial information therein. These results are not
necessarily indicative of the results that may be expected for future periods.
All per share data below has been adjusted to reflect a two-for-one stock split
effected in the form of a stock dividend that was paid on September 16, 1999.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SIX MONTHS ENDED
------------------------------------------------------- ---------------------
APR. 1, MAR. 30, MAR. 29, MAR. 28, APR. 3, SEPT. 26, OCT. 2,
1995 1996 1997 1998 1999 1998 1999(2)
-------- --------- --------- --------- -------- ---------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AND RATIO DATA)
CONSOLIDATED STATEMENT OF OPERATIONS
DATA:
Revenue............................... $144,083 $198,167 $204,089 $245,894 $200,072 $96,116 $154,711
Costs and expenses:
Cost of products sold............... 58,936 82,216 83,736 98,883 78,440 38,152 62,652
Research and development............ 22,859 26,825 27,829 32,012 33,190 15,815 27,753
Selling, general and
administrative.................... 25,020 31,323 33,558 39,934 36,818 18,010 31,238
In-process research and
development....................... -- -- -- -- -- -- 89,003
Amortization of intangible assets... -- -- -- -- -- -- 25,291
-------- -------- -------- -------- -------- ------- --------
Total costs and expenses.......... 106,815 140,364 145,123 170,829 148,448 71,977 235,937
Income (loss) from operations......... 37,268 57,803 58,966 75,065 51,624 24,139 (81,226)
Other income (expense), net........... 3,349 5,442 8,712 10,643 10,668 5,026 (1,840)
-------- -------- -------- -------- -------- ------- --------
Income (loss) before provision
(benefit) for income taxes.......... 40,617 63,245 67,678 85,708 62,292 29,165 (83,066)
Provision (benefit) for income
taxes............................... 13,651 21,461 22,673 29,141 20,246 9,479 (26,933)
-------- -------- -------- -------- -------- ------- --------
Net income (loss)..................... $ 26,966 $ 41,784 $ 45,005 $ 56,567 $ 42,046 $19,686 $(56,133)
======== ======== ======== ======== ======== ======= ========
Basic net income (loss) per share..... $ .72 $ 1.03 $ 1.00 $ 1.22 $ .90 $ .42 $ (1.18)
======== ======== ======== ======== ======== ======= ========
Diluted net income (loss) per share... $ .70 $ 1.00 $ .98 $ 1.18 $ .88 $ .41 $ (1.18)
======== ======== ======== ======== ======== ======= ========
Shares used in per share calculations:
Basic net income (loss)............... 37,254 40,654 44,920 46,478 46,974 46,992 47,483
Diluted net income (loss)............. 38,328 41,958 45,946 47,788 47,638 47,474 47,483
OTHER DATA:
Ratio of earnings to fixed
charges(1).......................... 152x 194x 209x 254x 158x 164x --
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF
------------------------------------------------------- ---------------------
APR. 1, MAR. 30, MAR. 29, MAR. 28, APR. 3, SEPT. 26, OCT. 2,
1995 1996 1997 1998 1999 1998 1999(2)
-------- --------- --------- --------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
(UNAUDITED)
<CAPTION>
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and short-term
investments......................... $ 88,810 $215,170 $228,647 $267,110 $319,434 $287,072 $135,274
Working capital....................... 106,021 244,649 267,669 283,678 324,204 295,253 63,105
Total assets.......................... 192,917 342,935 403,462 489,066 540,896 502,538 830,815
Bank borrowings, net of current
portion............................. -- -- -- -- -- -- 182,500
Stockholders' equity.................. 157,797 298,768 360,491 434,686 483,734 452,244 465,241
</TABLE>
- ------------------------------
(1) Computed by dividing (a) earnings before taxes adjusted for fixed charges by
(b) fixed charges, which includes interest expense plus the portion of rent
expense under operating leases deemed by Lattice to be representative of the
interest factor, plus amortization of debt issuance costs. Lattice would
have had to generate additional earnings of $83.1 million for the six month
period ended October 2, 1999 to achieve a ratio of 1:1.
(2) Includes our acquisition of Vantis in June 1999.
9
<PAGE>
PRICE RANGE OF COMMON STOCK
The following table sets forth the range of high and low sale prices of
Lattice's common stock for the indicated periods as reported by the Nasdaq
National Market, adjusted to reflect a two-for-one stock split effected in the
form of a stock dividend that was paid on September 16, 1999. On December 20,
1999, the last reported sale price of the common stock on the Nasdaq National
Market was $47.50 per share. As of October 2, 1999, Lattice had approximately
305 stockholders of record.
<TABLE>
<CAPTION>
HIGH LOW
-------- --------
<S> <C> <C>
Fiscal year ended March 28, 1998:
First Quarter............................................. $31 5/16 $20 3/4
Second Quarter............................................ 37 1/4 27 7/16
Third Quarter............................................. 33 3/4 22 1/2
Fourth Quarter............................................ 28 1/2 19 7/8
Fiscal year ending April 3, 1999
First Quarter............................................. 27 5/16 12 13/16
Second Quarter............................................ 18 5/16 11 5/8
Third Quarter............................................. 23 1/4 9 7/16
Fourth Quarter............................................ 28 5/32 18 7/8
Fiscal year ending January 1, 2000(1)
First Quarter............................................. 31 7/16 19 1/32
Second Quarter............................................ 34 5/8 26 15/16
Third Quarter (through December 20, 1999)................. 54 3/8 27 1/4
</TABLE>
- ------------------------
(1) On November 9, 1999, the Board of Directors of Lattice approved a change in
Lattice's accounting year from a fiscal year ending on the Saturday closest
to March 31 to a fiscal year ending on the Saturday closest to December 31.
As a result, Lattice's current fiscal year will end on January 1, 2000.
DIVIDEND POLICY
Lattice has never declared or paid cash dividends on its common stock. The
Board of Directors currently intends to retain all earnings for use in Lattice's
business. Therefore, Lattice does not anticipate declaring or paying any cash
dividends on its common stock in the foreseeable future.
PLAN OF DISTRIBUTION
The selling stockholder may sell all or a portion of the shares from time to
time on the Nasdaq National Market for its own accounts at prices prevailing in
the public market at the times of such sales. The selling stockholder may also
make private sales directly or through one or more brokers. These brokers may
act as agents or as principals. The selling stockholder will pay all sales
commissions and similar expenses related to the sale of the shares. Lattice will
pay all expenses related to the registration of the shares.
The selling stockholder and any broker executing selling orders on behalf of
the selling stockholder may be considered an "underwriter" under the Securities
Act. As a result, commissions received by a broker may be treated as
underwriting commissions under the Securities Act. Any broker-dealer
participating as an agent in that kind of transaction may receive commissions
from the selling stockholder and from any purchaser of shares.
10
<PAGE>
OFFICES AND PLACE OF INCORPORATION
Lattice was incorporated in Oregon in 1983 and reincorporated in Delaware in
1985. Our principal executive offices are located at 5555 N.E. Moore Court,
Hillsboro, Oregon 97124-6421, and our telephone number at that location is
(503) 268-8000.
LEGAL MATTERS
Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California, has passed upon the validity of the issuance of the common stock
offered by this prospectus for Lattice.
EXPERTS
The consolidated financial statements of Lattice Semiconductor Corporation
incorporated in this Prospectus by reference to the Annual Report on Form 10-K,
as amended, for the year ended April 3, 1999, 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. The
consolidated financial statements of Vantis Corporation as of December 27, 1998
and December 28, 1997, and for the three years in the period ended December 27,
1998, appearing in Lattice Semiconductor Corporation's Current Report on
Form 8-K filed on June 25, 1999, amended on August 20, 1999 (Form 8-K/A), have
been audited by Ernst & Young LLP, independent auditors, as stated in their
report included therein and incorporated herein by reference and are included in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC, in
accordance with the Securities and Exchange Act of 1934. You may read and copy
our reports, proxy statements and other information filed by us at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, DC 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. Our reports, proxy statements and other information filed
with the SEC are available to the public over the Internet at the SEC's World
Wide Web site http://www.sec.gov.
The Commission allows us to "incorporate by reference" the information we
filed with them, which means that we can disclose important information by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus, and information that we file later
with the Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
by us with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act until our offering is complete:
- Our Annual Report on Form 10-K, as amended, for the fiscal year ended
April 3, 1999;
- Our Quarterly Report on Form 10-Q for the fiscal quarter ended July 3,
1999;
- Our Quarterly Report on Form 10-Q for the fiscal quarter ended October 2,
1999;
- Our Proxy Statement for the 1999 annual meeting of stockholders;
- Our Current Report on Form 8-K filed on June 25, 1999, and amended on
August 20, 1999;
- Our Current Report on Form 8-K filed on October 21, 1999;
- Our Current Report on Form 8-K filed on November 8, 1999;
- Our Current Report on Form 8-K filed on November 19, 1999;
- Our Current Report on Form 8-K filed on December 15, 1999;
11
<PAGE>
- The description of our common stock which is contained in our Registration
Statement on Form 8-A filed with the Commission on September 27, 1989,
including any amendment or report filed for the purpose of updating any
such description; and
- The description of the preferred stock purchase rights contained in our
Registration Statement on Form 8-A filed with the Commission on
September 13, 1991.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Investor Relations Department
Lattice Semiconductor Corporation
5555 N.E. Moore Court
Hillsboro, Oregon 97124-6421
(503) 268-8000
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
as of the date on the front of this document.
12
<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......... $ 767.11
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............................................... 232.89
----------
Total..................................................... $12,500.00
==========
</TABLE>
Except for the Securities and Exchange Commission (the "Commission")
registration fee, all of the foregoing expenses have been estimated. All of the
above expenses will be paid by Lattice.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Lattice'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. Lattice's Bylaws provide
that Lattice 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 Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers or persons controlling the Registrant pursuant
to the 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 Securities Act and is therefore
unenforceable.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<C> <S>
4.1 Warrant to Purchase Shares of Common Stock dated May 4,
1999.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Registrant.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Registrant (included in
Exhibit 5.1).
24.1 Power of Attorney (see page II-3 of this Form S-3).
</TABLE>
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 of 1934,
as amended (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 December 21, 1999.
<TABLE>
<S> <C>
LATTICE SEMICONDUCTOR CORPORATION
By: /s/ CYRUS Y. TSUI
--------------------------------------------
Name: Cyrus Y. Tsui
Title: PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHAIRMAN OF THE BOARD
</TABLE>
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>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ CYRUS Y. TSUI President, Chief Executive Officer December 21, 1999
- ---------------------------------- (Principal Executive Officer) and
Cyrus Y. Tsui Chairman of the Board of
Directors
/s/ STEPHEN A. SKAGGS Senior Vice President, Chief December 21, 1999
- ---------------------------------- Financial Officer (Principal
Stephen A. Skaggs Financial and Accounting Officer)
and Secretary
/s/ MARK O. HATFIELD Director December 21, 1999
- ----------------------------------
Mark O. Hatfield
/s/ DANIEL S. HAUER Director December 21, 1999
- ----------------------------------
Daniel S. Hauer
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ HARRY A. MERLO Director December 21, 1999
- ----------------------------------
Harry A. Merlo
/s/ LARRY W. SONSINI Director December 21, 1999
- ----------------------------------
Larry W. Sonsini
/s/ DOUGLAS C. STRAIN Director December 21, 1999
- ----------------------------------
Douglas C. Strain
</TABLE>
II-4
<PAGE>
LATTICE SEMICONDUCTOR CORPORATION
REGISTRATION STATEMENT ON FORM S-3
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<C> <S>
4.1 Warrant to Purchase Shares of Common Stock dated May 4,
1999.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Registrant.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Registrant (included in Exhibit
5.1).
24.1 Power of Attorney (see page II-3 of the initial filing of
this Form S-3).
</TABLE>
II-5
<PAGE>
EXHIBIT 4.1
LATTICE SEMICONDUCTOR CORPORATION
WARRANT TO PURCHASE SHARES OF COMMON STOCK
-------------------
THIS CERTIFIES THAT, for value received, Bain & Company, Inc. is
entitled to subscribe for and purchase shares of the fully paid and
nonassessable Common Stock, $.01 par value, of LATTICE SEMICONDUCTOR
CORPORATION, subject to the provisions and upon the terms and conditions
hereinafter set forth.
1. DEFINITIONS.
For the purposes of this Warrant, the following terms shall have the
following meanings:
(a) ACT. "Act" means the Securities Act of 1933, as amended.
(b) COMMON STOCK. "Common Stock" means the fully paid and
nonassessable Common Stock, $.01 par value, of the Company.
(c) COMPANY. "Company" means Lattice Semiconductor Corporation,
a Delaware corporation.
(d) DATE OF GRANT. "Date of Grant" means May 4, 1999.
(e) SHARES. "Shares" means the shares of Common Stock subject to this
Warrant, in the initial aggregate amount of 55,050, 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 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 $42.125
(Forty-Two Dollars and Twelve 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 4,587.5 Shares subject to the Warrant per month commencing
March 1, 1999 and ending February 29, 2000.
(b) CONTINUED CONSULTING. In the event that Bain & Company, Inc.
shall cease to serve as a consultant of the Company for any
reason, the arrant 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
<PAGE>
express or implied promise of a continued consulting relationship
for the vesting period or any other period.
If Bain & Company, Inc. temporarily ceases to serve as a
consultant to the Company, then the vesting shall end as of the
date services cease.
3. METHOD OF EXERCISE; PAYMENT; ISSUANCE OF NEW WARRANT.
(a) The holder hereof shall have the option to exercise this Warrant
pursuant to the method set out in either subsection (i) or (ii)
below.
(i) STANDARD METHOD. This Warrant may be exercised by the
holder hereof, in whole or in part, by the surrender of this
Warrant by written notice to the Company in form reasonably
satisfactory to the Company at the principal office of the
Company and by the payment to the Company, in cash or by
certified or cashier's check, of an amount equal to the then
applicable Warrant Price per share multiplied by the number of
Shares then being purchased.
(ii) NET ISSUANCE METHOD. This Warrant may be exercised by the
holder hereof, in whole or in part, by the surrender of this
Warrant by written notice to the Company in form reasonably
satisfactory to the Company at the principal office of the
Company. Upon such surrender, the holder of this Warrant is
entitled to receive such number of fully paid and nonassessable
Shares as equals the product of (x) and (y) below, where (x)
equals the quotient of (A) the Value at Exercise less the then
applicable Warrant Price divided by (B) the Value at Exercise and
(y) equals the number of Shares for which this Warrant is being
exercised. If the result of the foregoing calculation results in
a number equal to or less than zero, no Shares shall be delivered
upon surrender of this Warrant.
(b) ISSUANCE OF NEW WARRANT. In the event of any exercise of the
rights represented by this Warrant, certificates for the Shares
issuable upon such exercise shall be delivered to the holder
hereof within a reasonable time and, unless this Warrant has been
fully exercised or expired, a new Warrant representing the
portion of the Shares, if any, with respect to which this Warrant
shall not then have been exercised shall also be issued to the
holder hereof within such reasonable time. The holder hereof
shall pay all transfer taxes, if any, arising from the exercise
of this Warrant, and shall pay to the Company amounts necessary
to satisfy any applicable federal, state and local withholding
requirements.
4. STOCK FULLY PAID; RESERVATION OF SHARES.
All Shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and
nonassessable. During the period within which the rights represented by this
Warrant may be exercised, the Company will, at all times, have authorized and
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 into another corporation (other
than a merger whose sole purpose is to change the state of
incorporation of the Company
2
<PAGE>
or a consolidation or merger in which the Company is the
continuing corporation and which does not result in any
reclassification or change of outstanding shares of Common
Stock), or in the case of any sale or conveyance to another
corporation of the property of the Company as an entirety or
substantially as an entirety, the holder hereof shall have the
right thereafter without payment of additional consideration,
upon exercise of its rights hereunder, to receive the kind and
amount of shares of stock and other securities and property that
the holder hereof would have received, upon such
reclassification, change, consolidation, merger, sale or
conveyance, with respect to the number of shares of Common Stock
issuable upon such exercise, if such exercise had occurred
immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance. Alternatively, the
Board of Directors of the Company, may, in its sole discretion,
provide a 30-day period immediately prior to such event in which
the holder shall have the right to exercise the Warrant in whole
or in part without regard to limitations on vesting. It shall be
a condition o 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
3
<PAGE>
issued are being acquired for investment and not with a view
toward distribution or resale, that the holder is an "accredited
investor", as that term is defined in Section 2(15) of the Act,
and that the holder has received such information concerning the
Company and has had an opportunity to make inquiry as to the
Company so as to allow the holder to make an informed investment
decision to exercise this Warrant. This Warrant and all Shares
issued upon exercise of this Warrant (unless issued pursuant to
an effective registration statement) shall be stamped or
imprinted with a legend in substantially the following form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY AND WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER,
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND
EXCHANGE COMMISSION."
(b) NON-TRANSFERABILITY OF WARRANT. This Warrant may not be sold,
transferred or assigned without the prior written consent of the
Company and, if required, any governmental authority.
(c) DISPOSITION OF SHARES. This Section 8(c) shall apply to Shares
issued upon exercise of this Warrant, unless such Shares are issued
pursuant to an effective registration statement.
With respect to any offer, sale or other disposition of any Shares
acquired pursuant to the exercise of this Warrant prior to
registration of such Shares, the holder hereof and each subsequent
holder of this Warrant agrees to give written notice to the Company
prior thereto, describing briefly the manner thereof, together with
a written opinion of such holder's counsel, if requested by the
Company, to the effect that such offer, sale or other disposition
may be effected without registration or qualification (under the
Act as then in effect or any federal or state law then in effect)
of such Shares and indicating whether or not under the Act
certificates for such Shares to be sold or otherwise disposed of
require any restrictive legend as to applicable restrictions on
transferability in order to ensure compliance with the Act.
Promptly upon receiving such written notice and reasonably
satisfactory opinion, if so requested, the Company shall notify
such holder that such holder may sell or otherwise dispose of such
Shares in accordance with the terms of the notice delivered to the
Company. If the opinion of counsel for the holder is not reasonably
satisfactory to the Company, the Company shall promptly notify the
holder. Notwithstanding the foregoing paragraph, such Shares may be
offered, sold or otherwise disposed of in accordance with Rule 144
under the Act, provided that the Company shall have been furnished
with such information as the Company may request to provide a
reasonable assurance that the provisions of Rule 144 have been
satisfied.
Each certificate representing the Shares thus transferred (except
a transfer pursuant to Rule 144) shall bear a legend as to the
applicable restrictions on transferability in order to ensure
compliance with the Act, unless in the aforesaid opinion of counsel
for the holder, such legend is not required in order to ensure
compliance with the Act. The Company may issue stop transfer
instructions to its transfer agent in connection with such
restrictions.
9. NO RIGHTS OF STOCKHOLDERS.
No holder of this Warrant shall be entitled to vote or receive
dividends or be deemed the holder of Common Stock, nor shall anything contained
herein be construed to confer upon the holder of this Warrant, as such, any of
the rights of a stockholder of the Company or any right to vote for the election
of directors or upon any matter submitted to stockholders at any meeting
thereof, or to give or withhold consent to any corporate action (whether upon
any recapitalization, issuance of stock, reclassification of stock, change of
par value or change of stock to no par value, consolidation, merger, conveyance,
or otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise.
4
<PAGE>
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 4, 2004.
LATTICE SEMICONDUCTOR CORPORATION
By: /s/ Stephen Skaggs
--------------------------
Name: Stephen Skaggs
-------------------------
Title: CFO
-----------------------
Date of Grant: May 4, 1999
5
<PAGE>
EXHIBIT 5.1
December 21, 1999
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 21,
1999 (the "Registration Statement") in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of an aggregate of
110,100 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.
II-5
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated April 21, 1999, except as to Note 13,
which is as of June 15, 1999 relating to the consolidated financial statements,
which appears in the 1999 Annual Report to Shareholders of Lattice Semiconductor
Corporation, which is incorporated by reference in Lattice Semiconductor
Corporation's Annual Report on Form 10-K, as amended, for the year ended
April 3, 1999. We also consent to the incorporation by reference of our report
dated April 21, 1999 relating to the financial statement schedule, which appears
in such Annual Report on Form 10-K. We also consent to the reference to us under
the heading "Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
Portland, Oregon
December 20, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Lattice
Semiconductor Corporation for the registration of 110,100 shares of its common
stock and to the incorporation by reference therein of our report dated
February 8, 1999, with respect to the consolidated financial statements of
Vantis Corporation included in Lattice Semiconductor Corporation's Current
Report on Form 8-K, as amended, dated June 15, 1999, filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
December 20, 1999
