-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NSye28isSyicuI633AtDK1ONGd5O9ZvF0R5UFDQ/FT/XRH6821ifveZMExxdPV5V 6EsPmIpHLQCnSVHAZ9pyWQ== /in/edgar/work/0000891618-00-003945/0000891618-00-003945.txt : 20000719 0000891618-00-003945.hdr.sgml : 20000719 ACCESSION NUMBER: 0000891618-00-003945 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000718 EFFECTIVENESS DATE: 20000718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALTERA CORP CENTRAL INDEX KEY: 0000768251 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 770016691 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-41688 FILM NUMBER: 674964 BUSINESS ADDRESS: STREET 1: 101 INNOVATION DR CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4085448000 MAIL ADDRESS: STREET 1: 101 INNOVATION DR CITY: SAN JOSE STATE: CA ZIP: 95134 S-8 1 s-8.txt S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 2000, REGISTRATION NO. 333-_________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- ALTERA CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 77-0016691 - ------------------------------- ---------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number)
101 INNOVATION DRIVE SAN JOSE, CALIFORNIA 95134 (408) 544-7000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) RESTRICTED STOCK PURCHASE RIGHT 1996 STOCK OPTION PLAN 1987 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan(s)) ---------------------- RODNEY SMITH PRESIDENT AND CHIEF EXECUTIVE OFFICER ALTERA CORPORATION 101 INNOVATION DRIVE SAN JOSE, CA 95134 (408) 544-7000 (Name, address, and telephone number, including area code, of agent for service) ---------------------- Copies to: C. WENDELL BERGERE, ESQ. JUSTIN L. BASTIAN, ESQ. ALTERA CORPORATION COREY A. LEVENS, ESQ. 101 INNOVATION DRIVE MORRISON & FOERSTER LLP SAN JOSE, CA 95134 755 PAGE MILL ROAD PALO ALTO, CA 94304-1018
CALCULATION OF REGISTRATION FEE ==================================================================================================================== PROPOSED PROPOSED TITLE OF MAXIMUM MAXIMUM SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF TO BE TO BE PRICE PER OFFERING REGISTRATION REGISTERED REGISTERED SHARE PRICE FEE - -------------------------------------------------------------------------------------------------------------------- Common Stock, $0.001 par value issuable to: Restricted Stock Purchase Right 10,000 $ 0.001 (1) $10.00 $0.00 1996 Stock Option Plan 6,500,000 $102.0625(2) $663,406,250.00 $175,139.25 1987 Employee Stock Purchase Plan 450,000 $102.0625(2) $45,928,125.00 $12,125.03 --------- ----------- --------------- ----------- ==================================================================================================================== TOTAL 6,960,000 $709,334,385.00 $187,264.28 ====================================================================================================================
(1) Computed in accordance with Rule 457(h) of the Securities Act of 1933, as amended. Such computation is based on the exercise price of $.001 per share covering shares to be sold pursuant to the Restricted Stock Purchase Right. (2) Computed in accordance with Rule 457(h) of the Securities Act of 1933, as amended. Such computation is based on the average of the high and low price as reported on The Nasdaq National Market on July 12, 2000. 2 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Registrant hereby incorporates by reference in this Registration Statement the following documents: 1. The Company's Annual Reports on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 1999, filed with the Securities and Exchange Commission (the "Commission") on March 24, 2000, and March 29, 2000, respectively, pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, filed with the Commission on May 12, 2000, pursuant to Section 13(a) of the Exchange Act. 3. The description of the Company's Common Stock as set forth in the Registration Statement on Form 8-A filed with the Commission on March 18, 1988, pursuant to Section 12 of the Exchange Act, including any amendment or report filed with the Securities and Exchange Commission for the purpose of updating such description. 4. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's Certificate of Incorporation and By-laws require the Registrant to indemnify officers and directors of the Registrant to the fullest extent permitted by the Delaware General Corporation Law. Article SEVENTH of the Registrant's Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damage for breach of their fiduciary duty as a director, to the extent allowed under Delaware law. Article VII of the Registrant's By-Laws provides, among other things, that (i) the Registrant is required to 2 3 indemnify its directors and officers and persons serving in such capacities in other business enterprises at the Registrant's request, (ii) the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, provided that such individual delivers an undertaking to the Registrant that he or she will repay all amounts advanced in the event it is ultimately determined that such individual is not entitled to be indemnified, (iii) the rights conferred in the By-Laws are not exclusive and (iv) the Registrant may not retroactively amend the By-Law provisions in a way that is adverse to such directors and officers. The Registrant's policy is to enter into indemnification agreements with each of its directors and officers that provide the maximum indemnity allowed to directors and officers by Section 145 of the Delaware General Corporation Law and the By-Laws, as well as certain additional procedural protections. Section 145 of the Delaware General Corporation Law provides for the indemnification of officers, directors and other corporate agents in terms sufficiently broad to indemnify such individuals, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended. The Registrant intends to enter into indemnification agreements to such effect with its officers and directors. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS
Exhibit No. Description ----------- ----------- 5.1 Opinion of Morrison & Foerster LLP 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Counsel (included in Exhibit 5.1) 24.1 Power of Attorney (See page 7)
ITEM 9. UNDERTAKINGS (a) The undersigned 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; 3 4 (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) 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 of 1933, 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 undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 4 5 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 Act and will be governed by the final adjudication of such issue. 5 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on July 18, 2000. ALTERA CORPORATION By: /s/ Nathan M. Sarkisian ---------------------------------------------- Nathan M. Sarkisian, Senior Vice President and Chief Financial Officer 6 7 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rodney Smith and Nathan M. Sarkisian, and each of them, as his attorney-in-fact, each with the power of substitution, for him in any and all capacities to sign any amendments to this Registration Statement on Form S-8, 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 said attorney-in-fact, or his substitutes, 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:
SIGNATURE TITLE DATE --------- ----- ---- /s/ Rodney Smith President and Chief Executive Officer July 18, 2000 - ----------------------------- (Principal Executive Officer) and Rodney Smith Chairman of the Board of Directors /s/ Nathan M. Sarkisian Senior Vice President and Chief July 18, 2000 - ----------------------------- Financial Officer (Principal Nathan M. Sarkisian Financial and Accounting Officer) /s/ Charles M. Clough Director July 18, 2000 - ----------------------------- Charles M . Clough /s/ Michael A. Ellison Director July 18, 2000 - ----------------------------- Michael A. Ellison /s/ Paul Newhagen Director July 18, 2000 - ----------------------------- Paul Newhagen Director July __, 2000 - ----------------------------- Robert W. Reed /s/ Deborah D. Reiman Director July 18, 2000 - ----------------------------- Deborah D. Rieman /s/ William E. Terry Director July 18, 2000 - ----------------------------- William E. Terry
7 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------- EXHIBITS ----------------------------------- Registration Statement on Form S-8 Altera Corporation July 18, 2000 8 EX-5.1 2 ex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 July 18, 2000 ALTERA CORPORATION 101 Innovation Drive San Jose, CA 95134 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Altera Corporation, a Delaware corporation (the "Company"), with the Securities and Exchange Commission on or about July 18, 2000, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 6,960,000 shares of your Common Stock (the "Shares") of which (1) 10,000 shares ("Grant Shares") may be issued pursuant to a stock purchase right granted to Robert Mahoney on May 1, 2000, under a Restricted Stock Purchase Agreement dated July 18, 2000 (the "Stock Purchase Agreement"); (2) 6,500,000 shares (the "1996 Plan Shares") may be issued under the Company's 1996 Stock Option Plan; and (3) 450,000 shares (the "1987 Plan Shares") may be issued under the Company's 1987 Employee Stock Purchase Plan (the 1996 Stock Option Plan and the 1987 Employee Stock Purchase Plan are collectively referred to herein as the "Plans"). As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with said issuance of the Shares pursuant to the Grant and the Plans. Upon completion of the proceedings being taken or contemplated to be taken by the Company prior to the issuance of the Shares it is our opinion that: (1) The Grant Shares, when issued and outstanding pursuant to the terms of the Stock Purchase Agreement, will be legally and validly issued, fully paid and nonassessable; and (2) The 1996 Plan Shares and the 1987 Plan Shares, when issued and outstanding pursuant to the terms of the respective Plans and the agreements which accompany each grant under the Plans, will be legally and validly issued, fully-paid and nonassessable. 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, /s/ MORRISON & FOERSTER LLP EX-23.1 3 ex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 18, 2000 relating to the financial statements of Altera Corporation, which appears in Altera Corporation's Annual Reports on Form 10-K and Form 10K/A for the year ended December 31, 1999. PricewaterhouseCoopers LLP San Jose, California July 14, 2000 -----END PRIVACY-ENHANCED MESSAGE-----