<PAGE>
As filed with the Securities and Exchange Commission on July 22, 1999
Registration No. 333-81035
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1 to
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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5555 N.E. Moore Court
Hillsboro, Oregon 97124-6421
(Address of Principal Executive Offices, including Zip Code)
----------------------
Vantis Corporation
1999 Performance Award Plan
- and -
Vantis Corporation
1999 Leadership Award Plan
(Full title of the plans)
----------------------
Stephen A. Skaggs
Chief Financial Officer
LATTICE SEMICONDUCTOR CORPORATION
5555 N.E. Moore Court
Hillsboro, Oregon 97124-6421
(503) 268-8000
(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, CA 94304
(415) 493-9300
----------------------
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<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 (reg. no. 333-81035) is being filed solely for the purpose of
refiling Exhibits 5.1 and 23.2 thereto, in order to correct a typographical
error. All other portions of the Registration Statement, as previously
filed, remain unchanged.
<PAGE>
ITEM 8. EXHIBITS.
---------
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------------ -----------------------------------------------------------------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Company.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Company (see Exhibit 5.1).
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has duly caused this Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Hillsboro, State
of Oregon, on this 22nd day of July, 1999.
LATTICE SEMICONDUCTOR CORPORATION
By: /s/ Stephen A. Skaggs
------------------------------------
Stephen A. Skaggs
Senior Vice President, Chief Financial Officer
(Principal Financial Officer) and Secretary
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has
been signed by the following persons in the capacities and on the date
indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------- --------------------------------------- -------------
<S> <C> <C>
/s/ Cyrus Y. Tsui * President, Chief Executive Officer July 22, 1999
- ------------------------- (Principal Executive Officer) and
Cyrus Y. Tsui Chairman of the Board of Directors
/s/ Stephen A. Skaggs Senior Vice President, Chief Financial July 22, 1999
- ------------------------- Officer (Principal Financial Officer)
Stephen A. Skaggs and Secretary
/s/ Mark O. Hatfield * Director July 22, 1999
- -------------------------
Mark O. Hatfield
/s/ Daniel S. Hauer * Director July 22, 1999
- -------------------------
Daniel S. Hauer
/s/ Harry A. Merlo * Director July 22, 1999
- -------------------------
Harry A. Merlo
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------- --------------------------------------- -------------
<S> <C> <C>
/s/ Larry W. Sonsini * Director July 22, 1999
- -------------------------
Larry W. Sonsini
/s/ Douglas C. Strain * Director July 22, 1999
- -------------------------
Douglas C. Strain
*By: /s/ Stephen A. Skaggs
- --------------------------
(Stephen A. Skaggs,
Attorney-in-Fact)
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------------- -------------------------------------------------------------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Company.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Company (see Exhibit 5.1).
</TABLE>
II-4
<PAGE>
EXHIBIT 5.1
June 17, 1999
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 June 18, 1999
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of an aggregate of 1,165,000
shares (the "Shares") of your Common Stock reserved for issuance pursuant to
the Vantis Corporation 1999 Performance Award Plan and 1999 Leadership Award
Plan (the "Plans"). 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 of the Shares
under the Plans.
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 Plans, 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
