-----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, H1hUPhG8t8JGPvq5HBWwPoX+Cv9YULKrYIc2Bn0FBum70PK1OAEd65quLGsNPyJF +G9v+h44j9wA1iSfv8Ejww== 0000912057-02-003793.txt : 20020414 0000912057-02-003793.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-003793 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020118 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LATTICE SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000855658 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 930835214 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18032 FILM NUMBER: 02525597 BUSINESS ADDRESS: STREET 1: 5555 NE MOORE COURT CITY: HILLSBORO STATE: OR ZIP: 97124-6421 BUSINESS PHONE: 5032688000 MAIL ADDRESS: STREET 1: 5555 NE MOORE COURT CITY: HILLSBORO STATE: OR ZIP: 97124 8-K 1 a2069028z8-k.htm FORM 8-K Prepared by MERRILL CORPORATION
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

January 18, 2002
Date of Report (Date of earliest event reported)

LATTICE SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
  000-18032
(Commission File Number)
  93-0835214
(I.R.S. Employer Identification No.)
5555 NE Moore Court
Hillsboro, OR 97124-6421

(Address of principal executive offices)
  (503) 268-8000
(Registrant's telephone number, including area code)




Item 2. Acquisition or Disposition of Assets

        On January 18, 2002 Lattice Semiconductor Corporation ("Lattice") completed the acquisition of the FPGA business of Agere Systems Inc. ("Agere"), for an aggregate purchase price of $250,000,000 in cash. The press release announcing the completion of this acquisition is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

        The acquisition was made pursuant to an Asset Purchase Agreement entered into between Lattice and Agere on December 7, 2001. The purchase price was determined by an arms'-length negotiation between Lattice and Agere, and was funded with cash on hand. The acquired assets were used by Agere in its FPGA business, and will be used by Lattice in substantially the same manner.

        For a more complete description of the terms of the acquisition, please refer to the Asset Purchase Agreement, which is incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K, dated December 7, 2001.


Item 7. Financial Statements and Exhibits

    (a)
    Financial statements of businesses acquired.

        Lattice will file financial statements under cover of Form 8-K/A no later than April 5, 2002 (60 days after this Report is required to be filed).

    (b)
    Pro forma financial information.

        Lattice will file pro forma financial information under cover of Form 8-K/A no later than April 5, 2002 (60 days after this Report is required to be filed).

    (c)
    Exhibits
Exhibit No.
  Description
10.1   Asset Purchase Agreement by and between Agere Systems Inc. and Lattice Semiconductor Corporation dated December 7, 2001 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, dated December 7, 2001).

99.1

 

Press Release dated January 18, 2002.

2



SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    LATTICE SEMICONDUCTOR CORPORATION

Date: February 4, 2002

 

By:

 

/s/  
RODNEY F. SLOSS      
       
Name: Rodney F. Sloss
Title:
Vice President—Finance

3



INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED JANUARY 18, 2002

Exhibit
  Description
10.1   Asset Purchase Agreement by and between Agere Systems Inc. and Lattice Semiconductor Corporation dated December 7, 2001 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, dated December 7, 2001).

99.1

 

Press Release dated January 18, 2002.



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SIGNATURE
INDEX TO EXHIBITS FILED WITH THE CURRENT REPORT ON FORM 8-K DATED JANUARY 18, 2002
EX-99.1 3 a2069028zex-99_1.htm EXHIBIT 99.1 Prepared by MERRILL CORPORATION
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Exhibit 99.1


LATTICE SEMICONDUCTOR COMPLETES ACQUISITION OF THE FPGA BUSINESS OF AGERE SYSTEMS

        HILLSBORO, Ore. - January 18, 2002 - Lattice Semiconductor Corporation (NASDAQ: LSCC) today announced that it has completed its previously announced acquisition of the FPGA business of Agere Systems (NYSE: AGR.A) for $250 million in cash. The acquisition was financed through cash on hand.

        As previously reported, Lattice expects the transaction to be accretive to the Company's 2002 proforma earnings before goodwill. Lattice management will provide additional commentary on the acquisition during the Company's regularly scheduled quarterly earnings conference call at 5:30 am, Pacific Standard Time, on January 24, 2002. Investors may access this call live via the web at www.on24.com/clients/default/event.html?eventid=147

        Statements in this news release looking forward in time are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements involve risks and uncertainties, including the effect of changing general economic conditions, the effect of semiconductor market conditions, product demand and market acceptance risks, risks associated with dependencies on silicon wafer suppliers, risks related to the Agere FPGA acquisition and its integration with Lattice, the impact of competitive products and pricing, technological and product development risks and other risk factors detailed in the Company's Securities and Exchange Commission filings. Actual results may differ materially from forward-looking statements.

        Oregon-based Lattice Semiconductor Corporation designs, develops and markets the broadest range of high-performance ISPTM programmable logic devices (PLDs) and offers total solutions for today's advanced logic designs.

        Lattice products are sold worldwide through an extensive network of independent sales representatives and distributors, primarily to OEM customers in the communication, computing, industrial and military end markets. Company headquarters are located at 5555 N.E. Moore Court, Hillsboro, Oregon 97124 USA; Telephone (503) 268-8000; FAX (503) 268-8037. For more information access our web site at: www.latticesemi.com.

# # #

        Lattice Semiconductor Corporation, L (& design), Lattice (& design), in-system programmable, ISP and specific product designations are either registered trademarks or trademarks of Lattice Semiconductor Corporation or its subsidiaries in the United States and/or other countries.

For more information contact:

(Investors/Financial Press)
Steve Skaggs
Senior Vice President & Chief Financial Officer
Lattice Semiconductor Corporation
(503) 268-8000

(Electronics Industry Press)
Stan Kopec
Vice President Marketing
Lattice Semiconductor Corporation
(503) 268-8000




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LATTICE SEMICONDUCTOR COMPLETES ACQUISITION OF THE FPGA BUSINESS OF AGERE SYSTEMS
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