<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 2000
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 of (I.R.S. Employer
incorporation or organization) Identification Number)
</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 PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(2) OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per
share, issuable upon exercise of
warrants to purchase shares of Common
Stock................................ 74,000 shares $32.25 $2,386,500 $630.04
</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 October 11, 2000.
(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 $32.25.
--------------------------
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>
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>
SUBJECT TO COMPLETION, DATED NOVEMBER 17, 2000
PRELIMINARY PROSPECTUS
74,000 SHARES
LATTICE SEMICONDUCTOR CORPORATION
COMMON STOCK
----------------
This prospectus relates to 74,000 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 November 15, 2000, the last reported
sale price for the Common Stock on the Nasdaq National Market was $22.25 per
share.
INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 3 TO READ ABOUT RISK FACTORS YOU SHOULD CONSIDER BEFORE BUYING OUR
COMMON STOCK.
---------------------
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 November 17, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
RISK FACTORS................................................ 3
YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS BECAUSE
THEY ARE INHERENTLY UNCERTAIN............................. 7
USE OF PROCEEDS............................................. 9
SELECTED CONSOLIDATED FINANCIAL INFORMATION................. 9
PRICE RANGE OF COMMON STOCK................................. 10
DIVIDEND POLICY............................................. 11
PLAN OF DISTRIBUTION........................................ 11
OFFICES AND PLACE OF INCORPORATION.......................... 11
VALIDITY OF COMMON STOCK.................................... 11
EXPERTS..................................................... 11
WHERE YOU CAN FIND MORE INFORMATION......................... 11
</TABLE>
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON
ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS AN OFFER TO
SELL ONLY THE SHARES OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES AND IN
JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.
<PAGE>
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN
INVESTMENT DECISION. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCURS, OUR
BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD BE HARMED. THIS
COULD CAUSE THE TRADING PRICE OF OUR COMMON STOCK TO DECLINE, AND YOU MAY LOSE
ALL OR PART OF YOUR INVESTMENT.
RISKS RELATED TO OUR BUSINESS
OUR WAFER SUPPLY MAY BE INTERRUPTED OR REDUCED, WHICH MAY 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
UMC in Taiwan. If Seiko Epson, through its U.S. affiliate Epson Electronics
America, AMD or UMC significantly interrupts or reduces our wafer supply, our
operating results could be harmed.
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 from our suppliers on at least an annual basis. If
any of Seiko Epson, Epson Electronics America, AMD or UMC were to reduce its
supply commitment or increase its wafer prices, and we cannot find alternative
sources of wafer supply, our operating results could be harmed.
Many other factors that could disrupt our wafer supply are beyond our
control. Worldwide manufacturing capacity for silicon wafers is limited and
inelastic, we could therefore be harmed by significant industry-wide increases
in overall wafer demand or interruptions in wafer supply. Additionally, a future
disruption of Seiko Epson's, AMD's or UMC's foundry operations as a result of a
fire, earthquake or other natural disaster could disrupt our wafer supply and
could harm 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 operating
results would be harmed.
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
product families and the continued market acceptance of our 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;
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<PAGE>
- 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 operating results would be harmed.
OUR PRODUCTS MAY NOT BE COMPETITIVE IF WE ARE UNSUCCESSFUL IN MIGRATING OUR
MANUFACTURING PROCESSES TO MORE ADVANCED TECHNOLOGIES.
To develop new products and maintain the competitiveness of existing
products, we need to migrate to more advanced wafer manufacturing processes that
use larger wafer sizes and smaller device geometries. We also may need to use
additional foundries. Because 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-Registered Trademark- process technologies at the new
fabs of Seiko Epson, UMC or future foundries may not be achieved. This could
harm our operating results.
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 harm our operating results.
Economic, financial, social and political conditions in Asia have been
volatile. Financial difficulties, governmental actions or restrictions,
prolonged work stoppages or any other difficulties experienced by our suppliers
may disrupt our supply and could harm our operating results.
Our wafer purchases from Seiko Epson are denominated in Japanese yen. The
value of the dollar with respect to the yen fluctuates. Substantial
deterioration of dollar-yen exchange rates could harm 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. 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 harmed.
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.
4
<PAGE>
As a result, our foundries may experience difficulties in achieving
acceptable quality and yield levels when manufacturing our silicon wafers.
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, our operating results could be harmed.
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.
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 been affected by regional economic
crises. Significant changes in the economic climate in the foreign countries
where we derive our export sales could harm our operating results.
OUR FUTURE QUARTERLY OPERATING RESULTS MAY FLUCTUATE AND THEREFORE MAY FAIL TO
MEET EXPECTATIONS.
Our quarterly operating results have fluctuated and may continue to
fluctuate. 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;
5
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- 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, UMC or at other foundries;
- changes in manufacturing yields;
- 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.
OUR STOCK PRICE MAY CONTINUE TO EXPERIENCE LARGE SHORT-TERM FLUCTUATIONS.
In recent years, the price of our common stock has fluctuated greatly. These
price fluctuations have been rapid and severe and have left investors little
time to react. The price of our common stock may continue to fluctuate greatly
in the future due to a variety of company specific factors, including:
- quarter-to-quarter variations in our operating results;
- shortfalls in revenue or earnings from levels expected by securities
analysts; and
- announcements of technological innovations or new products by other
companies.
RISKS RELATED TO OUR INDUSTRY
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 cyclical. 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, our
operating results could be harmed.
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 operating results could be harmed.
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
6
<PAGE>
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 be unable to retain our existing key technical and
management personnel or attract additional qualified employees. If we are unable
to retain existing key employees or hire new qualified employees, our operating
results could be harmed.
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 use substantial financial and management
resources, which could harm our operating results.
We may also be subject to future intellectual property claims or judgements.
If these were to occur, we may not be able to obtain a license on favorable
terms or without our operating results being harmed.
YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS BECAUSE THEY ARE INHERENTLY
UNCERTAIN
This prospectus, including the documents that we incorporate by reference,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Any statements about our expectations, beliefs, plans,
objectives, assumptions or future events or performance are not historical facts
and may be forward-looking. We use words or phrases such as "anticipate,"
"estimate," "plans," "project," "continuing," "ongoing," "expect," "management
believes," "we believe," "we intend" and similar words or phrases to identify
forward-looking statements.
Forward-looking statements involve estimates, assumptions and uncertainties
that could cause actual results to differ materially from those expressed in
them. Any forward-looking statements are qualified in their entirety by
reference to the factors discussed throughout this prospectus. Among the
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key factors that could cause our actual results to differ materially from the
forward-looking statements are:
- delay in product or technology development;
- change in economic conditions of the various markets we serve;
- lack of market acceptance or demand for our new products;
- dependencies on silicon wafer suppliers and semiconductor assemblers;
- the impact of competitive products and pricing;
- opportunities or acquisitions that we pursue; and
- the availability and terms of financing.
You should not unduly rely on forward-looking statements because our actual
results could materially differ from those expressed in any forward-looking
statements made by us. Further, any forward-looking statement applies only as of
the date on which it is made. We are not required to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events.
8
<PAGE>
USE OF PROCEEDS
The proceeds received by us upon exercise of the warrant held by the selling
stockholder will be used for general working capital purposes. The selling
stockholder will receive all of the proceeds from the shares to be sold in this
offering.
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 March 31, 1996, 1997,
1998, 1999 and the nine months ended December 31, 1999 and the consolidated
balance sheet data as of March 31, 1996, 1997, 1998, 1999 and December 31, 1999
are derived from the audited consolidated financial statements previously filed
with the SEC. The consolidated statement of operations data for the nine months
ended September 30, 1999 and 2000 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 the 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
October 11, 2000.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED NINE MONTHS (UNAUDITED)
----------------------------------------- ENDED ---------------------
MAR. 31, MAR. 31, MAR. 31, MAR. 31, DEC. 31, SEPT. 30, SEPT. 30,
1996 1997 1998 1999 1999 1999 2000
-------- -------- -------- -------- ------------ --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AND RATIO DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenue........................................ $198,167 $204,089 $245,894 $200,072 $269,699 $208,499 $416,971
Costs and expenses:
Cost of products sold........................ 82,216 83,736 98,883 78,440 108,687 83,395 160,660
Research and development..................... 26,825 27,829 32,012 33,190 45,903 36,630 57,572
Selling, general and administrative.......... 31,323 33,558 39,934 36,818 50,676 40,714 60,157
In-process research and development.......... -- -- -- -- 89,003 89,003 --
Amortization of intangible assets............ -- -- -- -- 45,780 25,291 61,210
-------- -------- -------- -------- -------- -------- --------
Total costs and expenses................... 140,364 145,123 170,829 148,448 340,049 275,033 339,599
-------- -------- -------- -------- -------- -------- --------
Income (loss) from operations.................. 57,803 58,966 75,065 51,624 (70,350) (66,534) 77,372
Gain on appreciation of foundry investments.... -- -- -- -- -- -- 149,960
Other income (expense), net.................... 5,442 8,712 10,643 10,668 (4,120) 1,020 (816)
-------- -------- -------- -------- -------- -------- --------
Income (loss) before provision (benefit) for
income taxes................................. 63,245 67,678 85,708 62,292 (74,470) (65,514) 226,516
Provision (benefit) for income taxes........... 21,461 22,673 29,141 20,246 (27,989) (21,229) 82,252
-------- -------- -------- -------- -------- -------- --------
Income (loss) before extraordinary item........ 41,784 45,005 56,567 42,046 (46,481) (44,285) 144,264
Extraordinary item, net of income taxes........ -- -- -- -- (1,665) -- --
-------- -------- -------- -------- -------- -------- --------
Net income (loss).............................. $ 41,784 $ 45,005 $ 56,567 $ 42,046 $(48,146) $(44,285) $144,264
======== ======== ======== ======== ======== ======== ========
Basic income (loss) per share, before
extraordinary item........................... $ 0.51 $ 0.50 $ 0.61 $ 0.45 $ (0.49) $ (0.47) $ 1.44
======== ======== ======== ======== ======== ======== ========
Diluted income (loss) per share, before
extraordinary item........................... $ 0.50 $ 0.49 $ 0.59 $ 0.44 $ (0.49) $ (0.47) $ 1.27
======== ======== ======== ======== ======== ======== ========
Basic net income (loss) per share.............. $ 0.51 $ 0.50 $ 0.61 $ 0.45 $ (0.50) $ (0.47) $ 1.44
======== ======== ======== ======== ======== ======== ========
Diluted net income (loss) per share............ $ 0.50 $ 0.49 $ 0.59 $ 0.44 $ (0.50) $ (0.47) $ 1.27
======== ======== ======== ======== ======== ======== ========
Shares used in per share calculations:
Basic.......................................... 81,308 89,840 92,956 93,948 95,428 94,742 99,960
Diluted........................................ 83,916 91,892 95,576 95,276 95,428 94,742 119,032
</TABLE>
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<TABLE>
<CAPTION>
AS OF AS OF
---------------------------------------------------- ----------------------
MAR. 31, MAR. 31, MAR. 31, MAR. 31, DEC. 31, SEPT. 30, SEPT. 30,
1996 1997 1998 1999 1999 1999 2000
-------- -------- -------- -------- -------- --------- ----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and short-term
investments..................................... $215,170 $228,647 $267,110 $319,434 $214,140 $135,274 $ 514,173
Working capital................................... 244,649 267,669 283,678 324,204 152,758 63,105 510,097
Total assets...................................... 342,935 403,462 489,066 540,896 916,155 830,815 1,326,967
Bank borrowings................................... -- -- -- -- -- 182,500 --
Convertible debt.................................. -- -- -- -- 260,000 -- 260,000
Stockholders' equity.............................. 298,768 360,491 434,686 483,734 482,773 465,241 861,669
</TABLE>
PRICE RANGE OF COMMON STOCK
The following table sets forth the range of high and low sale prices of our
common stock for the indicated periods as reported by the Nasdaq National
Market, adjusted to reflect the two-for-one stock split. On November 15, 2000,
the last reported sale price of our common stock on the Nasdaq National Market
was $22.25 per share. As of November 15, 2000, we had approximately 404
stockholders of record.
<TABLE>
<CAPTION>
LOW HIGH
-------- --------
<S> <C> <C>
Fiscal year ended March 31, 1999
First Quarter............................................. $ 6.407 $13.657
Second Quarter............................................ 5.813 9.157
Third Quarter............................................. 4.719 11.625
Fourth Quarter............................................ 9.438 14.078
Fiscal period ended December 31, 1999(1)
First Quarter............................................. 9.516 15.578
Second Quarter............................................ 13.469 17.313
Third Quarter............................................. 13.625 27.188
Fiscal year ending December 31, 2000
First Quarter............................................. 20.438 41.313
Second Quarter............................................ 22.783 41.688
Third Quarter............................................. 23.000 40.000
Fourth Quarter (ended November 15, 2000).................. 19.375 29.625
</TABLE>
------------------------
(1) On November 9, 1999, our Board of Directors approved a change in our
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.
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DIVIDEND POLICY
We have never declared or paid cash dividends on our common stock. Our Board
of Directors currently intends to retain all earnings for use in our business.
Therefore, we do not anticipate declaring or paying any cash dividends on our
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 account 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. We 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.
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.
VALIDITY OF COMMON STOCK
The validity of the issuance of the common stock in this offering will be
passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Palo Alto, California. Larry W. Sonsini, one of our directors and a
partner of Wilson Sonsini Goodrich & Rosati, beneficially owned 81,360 shares of
our common stock at October 31, 2000, including 58,500 shares subject to options
exercisable within 60 days of that date.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Transition Report on Form 10-K for the nine months ended
December 31, 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.
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
11
<PAGE>
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 transition period
beginning April 4, 1999 and ended January 1, 2000, filed on March 30,
2000;
- Our quarterly reports on Form 10-Q for the quarters ended April 1, 2000,
July 1, 2000 and September 30, 2000, filed on May 15, 2000, July 20, 2000
and November 14, 2000, respectively;
- Our current report on Form 8-K filed on June 25, 1999, and amended on
August 20, 1999 and December 15, 1999;
- Our current reports on Form 8-K filed on January 5, 2000, July 11, 2000
and August 4, 2000;
- The description of our common stock contained in our registration
statement on Form 8-A, filed on September 27, 1989, including any
amendments or reports filed for the purpose of updating such description;
and
- All of our filings pursuant to the Securities Exchange Act of 1934 made
after the date of the original filing of the registration statement of
which this prospectus is a part and prior to the effectiveness of the
registration statement.
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>
74,000 SHARES
LATTICE SEMICONDUCTOR CORPORATION
COMMON STOCK
<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......... $ 630.04
Fees and expenses of counsel................................ 8,000.00
Fees and expenses of accountants............................ 3,000.00
Blue sky fees and expenses.................................. 1,500.00
Miscellaneous............................................... 869.96
----------
Total..................................................... $14,000.00
==========
</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.
Our 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 2,
2000.
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 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, as amended, 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 November 16, 2000.
<TABLE>
<S> <C> <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, as amended, 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>
President, Chief Executive Officer
/s/ CYRUS Y. TSUI (Principal Executive Officer)
------------------------------------ and Chairman of the Board of November 16, 2000
Cyrus Y. Tsui Directors
Senior Vice President, Chief
/s/ STEPHEN A. SKAGGS Financial Officer (Principal
------------------------------------ Financial and Accounting November 16, 2000
Stephen A. Skaggs Officer) and Secretary
/s/ MARK O. HATFIELD
------------------------------------ Director November 16, 2000
Mark O. Hatfield
/s/ DANIEL S. HAUER
------------------------------------ Director November 16, 2000
Daniel S. Hauer
/s/ HARRY A. MERLO
------------------------------------ Director November 16, 2000
Harry A. Merlo
/s/ SOO BOON KOH
------------------------------------ Director November 16, 2000
Soo Boon Koh
/s/ LARRY W. SONSINI
------------------------------------ Director November 16, 2000
Larry W. Sonsini
</TABLE>
II-3
<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 2,
2000.
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 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-4
