UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

 

December 16, 2004

 

Lattice Semiconductor Corporation

(Exact name of registrant as specified in its charter)

 

 

5555 N. E. Moore Court

Hillsboro, Oregon 97124-6421

(Address of principal executive offices, including zip code)

 

(503) 268-8000

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

(see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 7.01.  Regulation FD Disclosure

 

On December 16, 2004 Lattice Semiconductor Corporation posted on its website a business update for the fourth quarter. A copy of the business update is furnished as Exhibit 99.1 to this report.

 

The information in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.  Financial Statements and Exhibits

 

( c ) Exhibits

 

The following Exhibit is being furnished (not filed) herewith:

 

99.1 Business Update dated December 16, 2004.

 

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SIGNATURES

 

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
	By:	/s/ Jan Johannessen
		Jan Johannessen
		Corporate Vice President and  Chief Financial Officer

 

Date:  December 16, 2004

 

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EXHIBIT INDEX

 

 

Exhibit No.		Description
99.1		Business Update dated December 16, 2004

 

4

Exhibit 99.1

Lattice Business Update

December 16, 2004

BUSINESS UPDATE STATEMENT Q4 2004

•                  Due to subdued industry conditions, quarterly revenue is expected to decline to between $48 and $50 million;

•                  Gross margin percentage is expected to be approximately flat;

•                  Total operating expenses are expected to be approximately flat;

•                  Intangible asset amortization is expected to be approximately $5.8 million; and

•                  Other Income is expected to be approximately $1 million.

The foregoing statements are forward-looking statements within the meaning of the Federal Securities laws. Investors are cautioned that actual events and results could differ materially from these statements as a result of a number of factors, including overall semiconductor market conditions, market acceptance and demand for our new products,our dependencies on our silicon wafer suppliers, the impact of competitive products and pricing, technological and product development risks. For further description of these risks please refer to our current documents on file with the SEC.