<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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
NOVEMBER 3, 1999
----------------
Date of Report (Date of earliest event reported)
LATTICE SEMICONDUCTOR CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 000-18032 93-0835214
---------------------- ---------------------- -----------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
5555 NE MOORE COURT
HILLSBORO, OR 97124-6421
------------------------
(Address of principal executive offices)
(503) 268-8000
--------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS
On November 3, 1999, Lattice Semiconductor Corporation, a Delaware
corporation and the registrant herein, announced that it had completed the
private placement of $260 million (including proceeds from the over-allotment
option) of 4 3/4% Convertible Subordinated Notes due 2006 to qualified
institutional investors. A copy of the press release is filed as Exhibit 99.1
and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
- ----------------------- ----------------------------------------------------
99.1 Press Release dated November 3, 1999.
-2-
<PAGE>
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: November 8, 1999 By: /s/ Stephen Skaggs
---------------------------------
Name: Stephen Skaggs
Title: Chief Financial Officer
-3-
<PAGE>
INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED NOVEMBER 3, 1999
Exhibit Description
- --------------------- ------------------------------------------------------
99.1 Press Release dated November 3, 1999.
<PAGE>
Exhibit 99.1
Lattice Semiconductor Sells 4 3/4% Convertible Subordinated Notes Due 2006
HILLSBORO, Ore., Nov. 3 -- Lattice Semiconductor Corporation today announced
that it has completed the private placement of $260 million (including
proceeds from the over-allotment option) of 4 3/4% Convertible Subordinated
Notes due 2006 to qualified institutional investors.
Interest on the notes will accrue at an annual rate of 4 3/4%. The notes will
mature on November 1, 2006 and are convertible into Lattice common stock at
$41.440 per share, subject to adjustment.
The Company stated that it intends to use the net proceeds from the offering
to repay the bank debt incurred to acquire Vantis Corporation in June 1999.
This news release does not constitute an offer to sell or the solicitation of
an offer to buy the securities. Any offers of the securities will be made
only by means of a private offering memorandum. The securities to be offered
will not be registered under the Securities Act of 1933, as amended, or
applicable state securities laws, and may not be offered or sold in the
United States absent registration under the Securities Act and applicable
state securities laws or available exemptions from such registration
requirements.
The foregoing paragraphs contain forward-looking statements within the
meaning of the Federal Securities laws including statements about future
quarterly financial results, revenues, customers, product offerings and our
ability to compete. Investors are cautioned that actual events and results
could differ materially from these statements as a result of a number of
factors, including overall semiconductor market conditions, market acceptance
and demand for our new products, our dependencies on our silicon wafer
suppliers, the impact of competitive products and pricing, technological and
product development risks, potential SEC review of our accounting treatment
of the Vantis acquisition as well as our ability to successfully integrate
Vantis into our operations, retain key employees of Vantis, retain key
customers and suppliers and successfully increase our combined revenue and
profitability.
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. Lattice
acquired Vantis, the Corporation that invented the PLD, in June 1999. With
double the engineering and sales resources, the combined Company will focus
on developing and delivering innovative programmable products to a
complementary customer base.
Lattice/Vantis products are sold worldwide through an extensive network of
independent sales representatives and distributors, primarily to OEM
customers in the communication, computing,
<PAGE>
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 site at:
www.latticesemi.com.
NOTE: MACH and ispLSI are registered trademarks of Lattice Semiconductor
Corporation. ISP and in-system programmable are trademarks of Lattice
Semiconductor Corporation.
-2-
