-----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, T8xnMR3LzlHp16VyWTsCX3ElycuJ8Ayzb/5b9Nm/dKcNdp3L740q/MpLjy5fP5jQ wXIL6Y3cCLi8H7UHt9P7Ww== 0000891618-96-001017.txt : 19960627 0000891618-96-001017.hdr.sgml : 19960627 ACCESSION NUMBER: 0000891618-96-001017 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960626 EFFECTIVENESS DATE: 19960715 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALTERA CORP CENTRAL INDEX KEY: 0000768251 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770016691 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-06859 FILM NUMBER: 96586063 BUSINESS ADDRESS: STREET 1: 2610 ORCHARD PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134-2020 BUSINESS PHONE: 4088947000 MAIL ADDRESS: STREET 1: 2610 ORCHARD PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134-2020 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on June 26, 1996 Registration No. 33- ================================================================================ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALTERA CORPORATION (Exact name of registrant as specified in its charter) California 77-0016691 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 2610 Orchard Parkway San Jose, California 95134-2020 (Address of principal executive offices, including zip code) 1988 Director Stock Option Plan 1996 Stock Option Plan (Full Title of the Plan) RODNEY SMITH PRESIDENT ALTERA CORPORATION 2610 ORCHARD PARKWAY SAN JOSE, CALIFORNIA 95134-2020 (Name and address of agent for service) (408) 894-7000 (Telephone number, including area code, of agent for service) Copies to: THOMAS C. DeFILIPPS, ESQ. WILSON, SONSINI, GOODRICH & ROSATI Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050
===================================================================================================================== CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Amount to be Offering Price Per Aggregate Offering Amount of Title of Securities to be Registered Registered Share(1) Price(1) Registration Fee - ------------------------------------ ------------- ------------------ ------------------ ---------------- Common Stock issuable under 1988 Director Stock Option Plan 70,000 $38.63 (1) $ 2,704,100 $ 932.45 1996 Stock Option Plan 2,000,000 $38.63 (1) 77,260,000 26,641.57 ------------ ----------- ----------- 2,070,000 $79,964,100 $ 27,574.02 =====================================================================================================================
================================================================================ (1) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the average of the high and low sales prices reported by The Nasdaq National Market on June 20, 1996. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INFORMATION INCORPORATED BY REFERENCE. The Registrant hereby incorporates by reference in this Registration Statement the following documents and information heretofore filed with the Securities and Exchange Commission: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1995, filed 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, 1996, filed pursuant to Section 13(a) of the Exchange Act. 3. The description of the Company's Common Stock which is contained in the Registration Statement on Form 8-A filed on March 18, 1988, under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating any such description. All documents 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 have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing 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 Articles of Incorporation and Bylaws require the Registrant to indemnify officers and directors of the Registrant to the full extent permitted by Section 317 of the California General Corporation Law and applicable law. Section 317 of the California General Corporation law makes provisions for the indemnification of officers, directors, and other corporate agents in terms sufficiently broad to indemnify such persons, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended (the "Securities Act"). The Registrant has entered into indemnification agreements to such effect with its officers and directors. 3 Item 8. EXHIBITS. Exhibit Number ------- 5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation 10.1 1988 Director Stock Option Plan* 10.2 1996 Stock Option Plan** 10.3 Form of Stock Option Agreement*** 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1) 24.1 Power of Attorney (see page II-4) - -------------------- * Incorporated by reference to Exhibit 10.33(a) filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. ** Incorporated by reference to Exhibit 10.45(a) filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. *** Incorporated by reference to Exhibit 10.45(b) filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. 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 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 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 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. II-2 4 (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 provisions described in Item 6 of Part II of this Registration Statement, 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 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. II-3 5 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-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 June 17, 1996. ALTERA CORPORATION By: /S/RODNEY SMITH -------------------------------- Rodney Smith, President 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 jointly and severally, his attorneys-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 each of said attorneys-in-fact, or his substitute or 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 date indicated.
SIGNATURE TITLE DATE - ------------------------------ ---------------------------------------------------- ------------- President and Chief Executive Officer (Principal June 17, 1996 /S/RODNEY SMITH Executive Officer), and Chairman of the Board of - ------------------------------ Directors Rodney Smith Vice President, Finance and Chief Financial Officer June 17, 1996 /S/NATHAN M. SARKISIAN (Principal Financial and Accounting Officer) - ------------------------------ Nathan M. Sarkisian Vice President, Administration and Director June 17, 1996 /S/PAUL NEWHAGEN - ------------------------------ Paul Newhagen Director June 17, 1996 /S/MICHAEL A. ELLISON - ------------------------------ Michael A. Ellison Director June 17, 1996 /S/ROBERT W. REED - ------------------------------ Robert W. Reed Director June 17, 1996 /S/WILLIAM E. TERRY - ------------------------------ William E. Terry Director June 17, 1996 /S/DEBORAH D. TRIANT - ------------------------------ Deborah D. Triant
II-4 6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------- EXHIBITS ------------------------------------- Registration Statement on Form S-8 Altera Corporation June 26, 1996 7 INDEX TO EXHIBITS Exhibit Number Description ------- ------------------------------------------------------------------ 5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation 10.1 1988 Director Stock Option Plan* 10.2 1996 Stock Option Plan** 10.3 Form of Stock Option Agreement*** 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1) 24.1 Power of Attorney (see page II-4) - -------------------- * Incorporated by reference to Exhibit 10.33(a) filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. ** Incorporated by reference to Exhibit 10.45(a) filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. *** Incorporated by reference to Exhibit 10.45(b) filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. EX-5.1 2 OPINION OF WSG&R 1 Exhibit 5.1 June 17, 1996 ALTERA CORPORATION 2610 Orchard Parkway San Jose, CA 95134-2020 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by Altera Corporation, a California corporation (the "Company"), with the Securities and Exchange Commission on or about , 1996 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 2,000,000 shares of Common Stock reserved for issuance under the 1996 Stock Option Plan (the "1996 Plan") and 70,000 shares of Common Stock reserved for issuance under the 1988 Director Stock Option Plan (the "Director Plan") (collectively, the "Shares"). As your counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with said issuance, sale and payment of consideration for the Shares to be issued under the 1996 Plan or under the Director Plan, as the case may be. It is our opinion that, upon completion of the proceedings being taken or contemplated to be taken by the Company prior to the issuance and sale of the Shares pursuant to the 1996 Plan or the Director Plan, as the case may be, and upon completion of the proceedings being taken by the Company in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares, when issued and sold in the manner referred to in the 1996 Plan and pursuant to the agreement which accompanies each grant under the 1996 Plan, or in the Director Plan and pursuant to the agreement which accompanies each grant under the Director Plan, as the case may be, 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, WILSON, SONSINI, GOODRICH & ROSATI Professional Corporation By: /S/THOMAS C. DeFILIPPS --------------------------------- Thomas C. DeFilipps, Member EX-23.1 3 CONSENT OF PRICE WATERHOUSE LLP 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 16, 1996, which report appears on page 32 of the 1995 Annual Report to Shareholders of Altera Corporation, which is incorporated by reference in Altera Corporation's Annual Report on Form 10-K for the year ended December 31, 1995. PRICE WATERHOUSE LLP San Jose, California June 17, 1996 -----END PRIVACY-ENHANCED MESSAGE-----