10-K/A 1 e10-ka.txt AMENDMENT NO.2 TO 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- Form 10-K/A (AMENDMENT NO. 2) --------------- FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 0-16617 ALTERA CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 77-0016691 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
101 INNOVATION DRIVE, SAN JOSE, CALIFORNIA 95134 (Address of Principal Executive Offices, including Zip Code) (408) 544-7000 (Registrant's Telephone Number, Including Area Code) Securities Registered Pursuant to Section 12(b) of the Act: NONE Securities Registered Pursuant to Section 12(g) of the Act: COMMON STOCK, $.001 PAR VALUE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days. YES X NO ____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. ____ The aggregate market value of the Registrant's Common Stock held by non-affiliates of the Registrant was approximately $13,629,411,000 as of August 4, 2000, based upon the closing sale price on the Nasdaq National Market for that date. Shares of the Registrant's Common Stock held by each executive officer, director, and holder of 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. There were 199,483,649 shares of the Registrant's Common Stock issued and outstanding as of August 4, 2000. 2 DOCUMENTS INCORPORATED BY REFERENCE Items 5 and 6 of Part II incorporate information by reference from the Annual Report to Stockholders for the fiscal year ended December 31, 1999. Items 11, 12 and 13 of Part III incorporate information by reference from the Proxy Statement for the Annual Meeting of Stockholders held on May 10, 2000. Except for the historical information presented, the matters discussed in this Form 10-K include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company's actual results could differ materially from those projected in the forward-looking statements as a result of risk factors that include, but are not limited to, those discussed under the caption "Future Results" under Item 7 herein, as well as factors discussed elsewhere in this Form 10-K. This Annual Report on Form 10-K/A (Amendment No. 2) is being filed for the sole purpose of adding Exhibit 10.43(a) to the Annual Report on Form 10-K filed by the Registrant on March 24, 2000. Item 14 of the Registrant's Annual Report on Form 10-K is hereby amended in its entirety as follows: PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. 1. Financial Statements The information required by this item is included in Item 8 of Part II of this Form 10-K. 2. Financial Statement Schedules. All schedules have been omitted as they are either not required, not applicable, or the required information is included in the financial statements or notes thereto. 3. Exhibits.
EXHIBIT NUMBER EXHIBIT ------- ------- 3.1 Certificate of Incorporation filed with the Delaware Secretary of State on March 25, 1997 (which became the Certificate of Incorporation of the Registrant on June 19, 1997).(15) 3.2 By-laws of the Registrant as adopted May 5, 1997 (which became the By-laws of the Registrant on June 19, 1997).(15) 4.1 Specimen copy of certificate for shares of Common Stock of the Registrant.(16) 10.1(*) License Agreement dated as of July 12, 1994 with Intel Corporation.(9) 10.2(*) Supply Agreement dated as of July 12, 1994 with Intel Corporation.(9) 10.3(a)+ 1987 Stock Option Plan, and forms of Incentive and Nonstatutory Stock Option Agreements, as amended March 22, 1995 and as restated effective May 10, 1995.(12) ##10.4(b)+ 1987 Employee Stock Purchase Plan, and form of Subscription Agreement, as restated effective May 26, 1999. 10.22(*) Advanced Micro Devices, formerly MMI, Settlement Agreement and associated Series E Preferred Stock Purchase Agreement and Patent License Agreement, all dated March 31, 1987.(1)
2 3 10.26 Form of Indemnification Agreement entered into with each of the Registrant's officers and directors.(16) ##10.33(b)+ 1988 Director Stock Option Plan and form of Outside Director Nonstatutory Stock Option Agreement restated effective May 7, 1997. 10.37 LSI Products Supply Agreement with Sharp Corporation, dated October 1, 1993.(7) ##10.37(a) Letter Agreement, dated August 20, 1996, by and between Registrant and Sharp Corporation, amending the LSI Product Supply Agreement, dated October 1, 1993. ##10.37(b) Letter Agreement, dated May 22, 1997, by and between Registrant and Sharp Corporation, amending the LSI Product Supply Agreement, dated October 1, 1993. ##10.37(c) Letter Agreement, dated May 22, 1998, by and between Registrant and Sharp Corporation, amending the LSI Product Supply Agreement, dated October 1, 1993. 10.38+ Altera Corporation Nonqualified Deferred Compensation Plan and Trust Agreement dated February 1 1994, and form of Deferred Compensation Agreement.(7) 10.39(*) Wafer Supply Agreement dated June 26, 1995 between Registrant and Taiwan Semiconductor Manufacturing Co., Ltd.(11) 10.41(*) Memorandum of Intent dated October 1, 1995 between Registrant and Taiwan Semiconductor Manufacturing Co., Ltd.(13) 10.42(*) Amendment No. 1 dated as of October 1, 1995 to Wafer Supply Agreement dated as of June 26, 1995 by and between Registrant and Taiwan Semiconductor Manufacturing Co., Ltd. And to Option Agreement 1 dated as of June 26, 1995 between Registrant and Taiwan Semiconductor Manufacturing Co., Ltd.(13) ##10.42(a) Amendment of Wafer Supply Agreement dated June 1, 1997 by and between Registrant and Taiwan Semiconductor Manufacturing Co., Ltd. 10.43(*) Option Agreement 2 dated as of October 1, 1995 by and between Registrant and Taiwan Semiconductor Manufacturing Co., Ltd. (13) #10.43(a)(**) Amendment dated as of December 1, 1999 to Option Agreement 2 between Registrant and Taiwan Semiconductor Manufacturing Co., Ltd. dated October 1, 1995. 10.45(a)+ 1996 Stock Option Plan, as amended October 5, 1999.(13) 10.45(b)+ Form of Stock Option Agreement under 1996 Stock Option Plan.(13) 10.47 Second Amended and Restated Limited Liability Company Agreement of WaferTech, LLC, a Delaware limited liability company, dated as of October 28, 1997.(16)(17) ##10.47(a) Amendment to Second Amended and Restated Limited Liability Company Agreement of WaferTech, LLC, a Delaware limited liability company, dated as of November 30, 1998. ##10.47(b) Second Amendment to Second Amended and Restated Limited Liability Company Agreement of WaferTech, LLC, a Delaware limited liability company, dated as of January 1999. 10.48 Purchase Agreement by and between Taiwan Semiconductor Manufacturing Co., Ltd., as Seller, and Analog Devices, Inc., the Registrant and Integrated Silicon Solutions, Inc., as Buyers (dated as of June 25, 1996).(14) 10.50 Agreement and Plan of Merger dated June 18, 1997.(15) 10.51(a)+ 1998 Director Stock Option Plan.(18) 10.51(b)+ Form of Stock Option Agreement under 1998 Director Stock Option Plan.(18) 10.52 Assignment and Assumption Agreement, dated as of January 29, 1999, by and between Registrant and Analog Devices, Inc.(18) 10.53 Product Distribution Agreement with Arrow Electronics Incorporated, effective January 26, 1999.(19)
3 4 10.54 Product Distribution Agreement with Wyle Electronics Incorporated, effective January 26, 1999.(19) 10.55+ Form of Restricted Stock Purchase Agreement.(20) ##11.1 Computation of Earnings per Share (included on page 26). ##13.1 Annual Report to Stockholders for the fiscal year ended December 31, 1999 (to be deemed filed only to the extent required by the instructions to Exhibits for Reports on Form 10-K). ##21.1 Subsidiaries of the Registrant. ##23.1 Consent of PricewaterhouseCoopers LLP. ##24.1 Power of Attorney (included on page 43). ##27.1 Financial Data Schedule.
(1) Incorporated by reference to identically numbered exhibits filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 (File No. 33-17717), as amended, which became effective March 29, 1988. (2) Incorporated by reference to identically numbered exhibits filed in response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1988. (3) Incorporated by reference to identically numbered exhibits filed in response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1989. (4) Incorporated by reference to identically numbered exhibits filed in response to Item 6(a), "Exhibits," of the Registrant's Report on Form 10-Q for the quarter ended March 31, 1990, as amended by a Form 8 filed on July 13, 1990. (5) Incorporated by reference to identically numbered exhibits filed in response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1990. (6) Incorporated by reference to identically numbered exhibits filed in response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1992. (7) Incorporated by reference to identically numbered exhibits filed in response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1993. (8) Incorporated by reference to identically numbered exhibits filed in response to Item 7, "Exhibits," of the Registrant's Report on Form 8-K dated October 15, 1994 and 8-K/A dated December 15, 1994. (9) Incorporated by reference to identically numbered exhibits filed in response to Item 6(a), "Exhibits," of the Registrant's Report on Form 10-Q for the quarter ended September 30, 1994. (10) Incorporated by reference to identically numbered exhibits filed in response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1994. (11) Incorporated by reference to identically numbered exhibits filed in response to Item 6(a), "Exhibits," of the Registrant's Report on Form 10-Q for the quarter ended June 30, 1995. (12) Incorporated by reference to identically numbered exhibits filed in response to Item 8, "Exhibits," of the Registrant's Registration Statement on Form S-8 (File No. 33-61085), as amended, which became effective July 17, 1995. 4 5 (13) Incorporated by reference to identically numbered exhibits filed in response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1995. (14) Incorporated by reference to identically numbered exhibits filed in response to Item 6(a), "Exhibits," of the Registrant's Report on Form 10-Q for the quarter ended June 30, 1996. (15) Incorporated by reference to identically numbered exhibits filed in response to Item 6(a), "Exhibits," of the Registrant's Report on Form 10-Q for the quarter ended June 30, 1997. (16) Incorporated by reference to identically numbered exhibits filed in response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1997. (17) Exhibits to this document are incorporated by reference to the exhibits to the identically numbered document filed in response to Item 6(a), "Exhibits," of the Registrant's Report on Form 10-Q for the quarter ended June 30, 1996. (18) Incorporated by reference to identically numbered exhibits filed in response to Item 14(a), "Exhibits," of the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1998. (19) Incorporated by reference to identically numbered exhibits filed in response to Item 6(a), "Exhibits," of the Registrant's Report on Form 10-Q for the quarter ended March 31, 1999. (20) Incorporated by reference to identically numbered exhibits filed in response to Item 8, "Exhibits," of the Registrant's Registration Statement on Form S-8 (File No. 333-31304), filed on February 29, 2000. # Filed herewith. ## Previously filed. (*) Confidential treatment has previously been granted for portions of this exhibit pursuant to an order of the Commission. (**) Confidential treatment has been requested for portions of this exhibit. + Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Report on Form 10-K pursuant to Item 14(c) thereof. (b) Reports on Form 8-K. None. 5 6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K/A to be signed on its behalf, by the undersigned thereto duly authorized. ALTERA CORPORATION By: /s/ NATHAN SARKISIAN ----------------------------------------- Nathan Sarkisian Senior Vice President and Chief Financial Officer August 11, 2000 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K/A has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Capacity in Which Signed Date --------- ------------------------ ---- * President, Chief Executive Officer (Principal August 11, 2000 ------------------------------ Executive Officer) and Chairman of the Board of Rodney Smith Directors /s/ NATHAN SARKISIAN Senior Vice President and Chief Financial Officer August 11, 2000 ------------------------------ (Principal Financial and Accounting Officer) Nathan Sarkisian * Director August 11, 2000 ------------------------------ Charles M. Clough * Director August 11, 2000 ------------------------------ Michael A. Ellison * Director August 11, 2000 ------------------------------ Paul Newhagen * Director August 11, 2000 ------------------------------ Robert W. Reed * Director August 11, 2000 ------------------------------ Deborah D. Rieman * Director August 11, 2000 ------------------------------ William E. Terry * By: /s/ NATHAN SARKISIAN --------------------------------------- Nathan Sarkisian, as attorney-in-fact