LATTICE SEMICONDUCTOR CORP
424B4, 2000-04-27
SEMICONDUCTORS & RELATED DEVICES
Previous: U S INDUSTRIAL SERVICES INC, 10KSB, 2000-04-27
Next: SMITH BARNEY DISCIPLINED SMALL CAP FUND INC, 485BPOS, 2000-04-27



<PAGE>

PROSPECTUS SUPPLEMENT                           FILED PURSUANT TO RULE 424(b)(4)
TO PROSPECTUS DATED FEBRUARY 8, 2000                  REGISTRATION NO. 333-93285

                                 $260,000,000

                      LATTICE SEMICONDUCTOR CORPORATION
                4 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2006
                         AND SHARES OF COMMON STOCK

     This prospectus supplement relates to the resale by the selling
securityholders of 4 3/4% convertible subordinated notes due 2006 of Lattice
Semiconductor Corporation and the shares of common stock, par value of $0.01
per share, of Lattice Semiconductor Corporation issuable upon the conversion
of the notes.

     This prospectus supplement should be read in conjunction with the
prospectus dated February 8, 2000, which is to be delivered with this
prospectus supplement.  All capitalized terms used but not defined in the
prospectus supplement shall have the meanings given them in the prospectus.

     The table below sets forth information as of the date hereof concerning
beneficial ownership of the notes of the selling securityholders as listed
below.  All information concerning beneficial ownership has been furnished by
the selling securityholders.

<TABLE>
<CAPTION>
                                     PRINCIPAL                      NUMBER OF
                                  AMOUNT OF NOTES                   SHARES OF
                                   BENEFICIALLY    PERCENTAGE OF   COMMON STOCK      PERCENTAGE OF
                                    OWNED THAT         NOTES        THAT MAY BE      COMMON STOCK
NAME                                MAY BE SOLD     OUTSTANDING       SOLD (1)      OUTSTANDING (2)
- ----                               --------------- -------------   ------------     ---------------
<S>                                  <C>                <C>         <C>                  <C>
Pell Rudman Trust Company            $1,990,000         *            48,021               *
Deutsche Bank Securities             $5,550,000         2.1%        133,928               *
Convexity Partners LP                $  350,000         *             8,445               *
General Motors Employees Global
  Group Pension Trust                $1,000,000         *            24,131               *

</TABLE>
- ----------------------

*Less than 1%

(1)  Assumes conversion of the full amount of notes held by such holder at
     the initial conversion price of $41.440 per share; such conversion price
     is subject to adjustment as described under "Description of Notes --
     Conversion of Notes."  Accordingly, the number of shares of common stock
     issuable upon conversion of the Notes may increase or decrease from time
     to time.  Under the terms of the Indenture, fractional shares will not
     be issued upon conversion of the notes; cash will be paid in lieu of
     fractional shares, if any.

(2)  Computed in accordance with Rule 13d-3(d)(i) promulgated under the
     Exchange Act and based upon 47,926,112 shares of common stock outstanding
     as of October 2, 1999, treating as outstanding the number of shares of
     common stock shown as being issuable upon the assumed conversion by the
     named holder of the full amount of such holder's notes but not assuming
     the conversion of the notes of any other holder.
                             --------------------

          THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.  SEE
"RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES
             AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
               MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                  THIS PROSPECTUS.  ANY REPRESENTATION TO THE
                        CONTRARY IS A CRIMINAL OFFENSE.
                             --------------------

             The date of this Prospectus Supplement is April 27, 2000.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission