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EXHIBIT 4.1
LATTICE SEMICONDUCTOR CORPORATION
WARRANT TO PURCHASE SHARES OF COMMON STOCK
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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) BAIN. "Bain" means Bain & Company, Inc.
(c) COMMON STOCK. "Common Stock" means the fully paid and nonassessable
Common Stock, $.01 par value, of the Company.
(d) COMPANY. "Company" means Lattice Semiconductor Corporation, a Delaware
corporation.
(e) DATE OF GRANT. "Date of Grant" means May 2, 2000.
(f) SHARES. "Shares" means the shares of Common Stock subject to this
Warrant, in the initial aggregate amount of 37,000, which amount is
subject to adjustment pursuant to Section 5 hereof.
(g) 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.
(h) WARRANT. "Warrant" means this Warrant which entitles Bain, subject to
the provisions and upon the terms and conditions set forth herein, to
purchase the Shares.
(i) WARRANT PRICE. "Warrant Price" means initially a price of $64.50 (sixty
four dollars and fifty 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
3,083 1/3 Shares subject to the Warrant on the first day of each month
commencing March 1, 2000 and ending February 1, 2001.
(b) CONTINUED CONSULTING. In the event that Bain shall cease to serve as a
consultant of the Company for any reason, the Warrant 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 notice of
its termination as a consultant to the Company or the date that Bain
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's continued service as a consultant. This Warrant does not
constitute an express or implied promise of a continued consulting
relationship for the vesting period or any other period.
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If Bain 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 that 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 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
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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 to 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 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
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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. Except as provided in Section 8(b)(1),
below, this Warrant may not be sold, transferred or assigned without the
prior written consent of the Company and, if required, any governmental
authority.
(i) PERMITTED TRANSFER: Prior to the exercise of this Warrant by Bain
and the effectiveness of a Registration Statement on Form S-3, under
the Act, relating to the Shares issuable upon exercise of this
Warrant, Bain may make a one-time transfer of all or part of its
interest hereunder to an entity at least fifty-one percent (51%)
owned by the owners of Bain (the "Affiliate") under either of the
following circumstances: (X) In accordance with Rule 144 under the
Act, provided that the Company shall have been furnished with such
information as the Company may reasonably request to provide a
reasonable assurance that the provisions of Rule 144 have been
satisfied; and (Y) in the absence of the availability of Rule 144,
upon the written approval by the Company (such approval to be
withheld in the Company's sole discretion) following delivery to the
Company of a written opinion of Bain's counsel, satisfactory to the
Company, plus any other evidence, if reasonably requested by the
Company, to the effect that such transfer may be effected without
registration or qualification (under the Act as then in effect or
any federal or state securities law then in effect) of this Warrant.
If a determination has been made pursuant to this
Section 8(b)(i) that the opinion of counsel for Bain or other
evidence is not satisfactory to the Company, the Company shall so
notify Bain promptly with details thereof after such determination
has been made. Each certificate representing this Warrant or the
Shares issuable upon exercise of this Warrant shall bear a legend as
to the applicable restriction on transferability in order to ensure
compliance with applicable securities laws, unless in the aforesaid
opinion of counsel for Bain, such legend is not required in order to
assure compliance with such laws. The Company may issue stop
transfer instructions to its transfer agent in connection with such
restrictions.
Upon the Company's approval of a transfer under this section, and
surrender of this warrant by Bain, properly endorsed at the principal
office of the Company, a new warrant representing the portion of this
Warrant so transferred shall be issued to the Affiliate and a new
warrant representing the remaining portion of this Warrant, if any,
shall be issued to Bain, each at the Company's expense and each
within a reasonable time. Bain shall pay all transfer taxes, if any,
arising from the transfer of this Warrant, and shall pay to the
Company amounts necessary to satisfy any applicable federal, state
and local withholding requirements imposed on such transfer.
(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
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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.
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 2, 2005.
LATTICE SEMICONDUCTOR CORPORATION
By: /s/ STEPHEN A. SKAGGS
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Name: Stephen A. Skaggs
Title: Senior Vice President, Chief
Financial Officer
Date of Grant: May 2, 2000
