SC TO-I/A

As filed with the Securities and Exchange Commission on June 10, 2003

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)

ALTERA CORPORATION

(Name of Subject Company (Issuer))

ALTERA CORPORATION

(Name of Filing Persons (Offeror))

Certain Options Under the Altera Corporation 1996 Stock Option Plan
(Title of Class of Securities)

021441100
(CUSIP Number of Class of Securities)
(Underlying Common Stock)

JOHN P. DAANE
President and Chief
Executive Officer
Altera Corporation
101 Innovation Drive
San Jose, California 95134
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)

Copies to:
KATHERINE E. SCHUELKE, ESQ. Vice President, General Counsel and Secretary ALTERA CORPORATION 101 Innovation Drive San Jose, California 95134 (408) 544-7000	WARREN L. TROUPE, ESQ. BRIAN V. CAID, ESQ. MORRISON & FOERSTER LLP 370 17th Street, Suite 5200 Denver, Colorado 80202 (303) 592-1500

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee
$199,378,005	$	16,129.68**

*Calculated solely for purposes of determining the filing fee. This amount assumes that stock options to purchase an aggregate of 10,641,131 shares of common stock of Altera Corporation, representing all of the options that are eligible to participate in the offer as described herein, are exchanged pursuant to this offer. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is based on the product of (a) the value of such options calculated based on the Black-Scholes option pricing model as the transaction value ($199,378,005), multiplied by (b) $80.90 per $1,000,000 of the transaction value.

**Previously paid.

     o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:
Form or Registration No.:
Filing party:
Date filed: Not applicable.
Not applicable.
Not applicable.
Not applicable.

     o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

     Check the appropriate boxes below to designate any transactions to which the statement relates:

o third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

o going private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	Item 12. Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EX-(a)(11) Presentation to Employees

     This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 5, 2003 by Altera Corporation, relating to the offer by Altera Corporation to exchange certain outstanding stock options to purchase common stock, par value $0.001 per share.

     Item 12 to Altera Corporation’s Schedule TO is amended and supplemented to add the following new exhibit, which is filed with this Amendment No. 1 to Schedule TO:

Item 12. Exhibits.

     (a)  (11) Presentation to Employees of Altera Corporation Beginning June 10, 2003

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule TO is true, complete and correct.

ALTERA CORPORATION
By:	/s/Katherine E. Schuelke
	Katherine E. Schuelke Vice President, General Counsel and Secretary

Date: June 10, 2003

2

INDEX TO EXHIBITS

Exhibit
Number	Description
(a)(11)	Presentation to Employees of Altera Corporation Beginning June 10, 2003

3 EX-99.(A)(11) 3 d06683a1exv99wxayx11y.htm EX-(A)(11) PRESENTATION TO EMPLOYEES

Altera Corporation Option Exchange Program [For Altera Internal Use Only At Employee Presentations] Exhibit (a)(11)

Program Overview Eligible Employees Have an Opportunity to Exchange Certain Outstanding Stock Option Grants for, in Most Cases, a Lesser Number of New Options at a New Exercise Price Participation in the Program is Strictly Voluntary

Purpose of Program Increase the Motivational and Retention Value of Our Stock Option Program By Allowing Eligible Participants the Opportunity to Exchange Eligible Underwater Options Decrease the Potentially Dilutive Effect of the Large Number of Underwater Options

Variable Accounting Rules Under Current Accounting Rules, Repricing Options Would Require Us to Recognize Expenses in Our Financial Statements When the Price of Our Stock Increases Recognition of Expenses Would Reduce Our Reported Earnings To Avoid Negative Accounting Treatment, We Cannot Grant Replacement Options Until 6 Months and 1 Day After the Current Options Have Been Cancelled

Eligible Participants (1) All Existing Employees Who Hold Eligible Stock Option Grants, Except for Altera's Six Most Highly Compensated Officers Employees Hired After December 1, 2002 Members of Altera Corp.'s Board of Directors are Not Eligible

Eligible Participants (2) Participants Must Be Continuously Employed by Altera From the Date the Current Options are Surrendered Through the Date the Replacement Options are Granted

Eligible Stock Option Grants (1) Option Grant Must Have An Exercise Price of At Least US$25.1996 Also, If You Elect to Participate in the Program, You Must Also Tender for Exchange Any Stock Options Granted After December 3, 2002 ("Six Months Prior Options"), Regardless of Price

Eligible Stock Option Grants (2) Except for Six Months Prior Options, You May Elect to Exchange as Many, or as Few, Option Grants As You Wish Cannot Partially Cancel An Outstanding Option Grant You Can View Your Option Grant History on the Stock Administration Website

Replacement Options (1) Except for Six Months Prior Options, the Exchange Ratios Are: Six Months Prior Options Will Be Exchanged On a One-For-One Basis, Regardless of Exercise Price Exercise Price US$48.00 or Higher US$40.00 - US$47.99 US$30.00 - US$39.99 US$25.1996 - US$29.99 Exchange Ratio 2.25 1.75 1.50 1.25

Replacement Options (2) Example: Exercise Price Shares (Current Option) Exchange Ratio Shares (New Option) US$53.00 100 2.25 44 US$45.00 100 1.75 57 US$35.00 100 1.50 66 US$27.00 100 1.25 80

Replacement Options (3) Replacement Options Will Be Granted At Least Six Months and One Day After the Cancellation Date of the Current Options If We Cancel the Current Options on July 4, 2003, the Replacement Options Will Be Granted On January 5, 2004 Exercise Price Equal to Closing Price on Grant Date (Other Than In France & Italy)

Replacement Options (4) Replacement Options Will Vest Over a 30-Month Period 20% Vest on the 6th Month After the Grant Date Remainder Vests in Equal Amounts on a Monthly Basis Over Following 24 Months

Replacement Options (5) Exceptions: Replacement Options . . . For Six Months Prior Options Vest According to Original Schedule To Employees in France Vest 40% on 1st Anniversary of Grant Date, then in Equal Amounts on Monthly Basis for Next 18 Months

Replacement Option (6) Each Replacement Option Will Have a Term of 7 Years, Regardless of Remaining Term of Current Option Exceptions: Replacement Options For Six Months Prior Options Will Maintain Their Original Term Replacement Options for Employees in France Will Have a Term of 9 Years and 6 Months (Unless Extended Due to Your Death)

Focal Grants (1) If You Participate in the Program, You Will Not Be Considered for a Focal Grant Until At Least January 5, 2004 Deferral of Focal Grant Decision Will Not Affect July 2004 Focal Program If You Do Not Participate in the Program, You Will Be Considered for a Focal Grant in July 2003 as Usual

Focal Grants (2) The Same Criteria Will Be Used in January 2004 to Assess Focal Grants as Would Have Been Used in July 2003 Your Participation in the Program Will Not Affect the Number of Shares Underlying Your Focal Grant You Must Be Employed by Altera When the Focal Grant is Made

Terms of January 2004 Focal Grant Will Be Priced On the Date of Grant Will Vest as Though You Had Received It in July 2003

New Stock Option Grants Six-Month-And-A-Day Rule Prevents Us From Making Any New Grants to Program Participants Until January 5, 2004

Tax Implications of Program Under Current Tax Laws, the Exchange Will Be Treated as a Non-Taxable Exchange in the U.S. Offer to Exchange Contains Summaries of Tax Consequences For Employees Subject to Tax Outside of the U.S. You are Encouraged to Consult With Personal Tax Advisors

Offering Period Period Opened on June 5, 2003 Period Expected to Close at 2 pm PDT on Thursday, July 3, 2003 Elections and Withdrawals You Can Change Your Election As Many Times as You Like During the Period Once the Period Closes, Your Election to Exchange Options is Irrevocable

Additional Questions Contact alteralegal@altera.com Nobody at Altera is Authorized to Give You Advice You are Encouraged to Consult Your Own Financial or Tax Advisors We filed with the SEC a tender offer statement and other materials relating to the option exchange program. You should read these materials carefully because they contain important information. We will provide these materials to you free of charge upon request, and you may obtain them free of charge from the SEC's website at www.sec.gov.

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EX-99.(A)(11)

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