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) January 31, 2008
Lattice Semiconductor Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 000-18032 | 93-0835214 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
Mr. Stephen A. Skaggs and Lattice Semiconductor Corporation (the “Company”) entered into a letter agreement (the “Letter Agreement”) as of January 31, 2008 with respect to his employment pursuant to that certain Employment Agreement (the “Employment Agreement”), dated as of August 9, 2005, by and between Mr. Skaggs and the Company. Pursuant to the Letter Agreement, parties agreed that Mr. Skaggs will resign as President and Chief Executive Officer of the Company effective as of May 31, 2008, whereupon his employment under the Employment Agreement will terminate, unless his employment has previously terminated in accordance with the provisions of the Employment Agreement or the parties otherwise agree prior to that date.
The parties further agreed that such termination will be treated as an Involuntary Termination (as such term is defined in the Employment Agreement) for purposes of the determination of severance pursuant to the Employment Agreement and that, concurrent with the effectiveness of his resignation, Mr. Skaggs will also resign as a member of the Company’s Board of Directors.
| Item 1.02 | Termination of a Material Definitive Agreement. |
Pursuant to the Letter Agreement, the parties agreed that Mr. Skaggs will resign effective as of May 31, 2008, whereupon his employment under the Employment Agreement will terminate, unless his employment has previously terminated in accordance with the provisions of the Employment Agreement or the parties otherwise agree prior to that date and, concurrent with the effectiveness of his resignation, Mr. Skaggs will also resign as a member of the Company’s Board of Directors.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Pursuant to the Letter Agreement, the parties agreed that Mr. Skaggs will resign effective as of May 31, 2008, whereupon his employment under the Employment Agreement will terminate, unless his employment has previously terminated in accordance with the provisions of the Employment Agreement or the parties otherwise agree prior to that date and, concurrent with the effectiveness of his resignation, Mr. Skaggs will also resign as a member of the Company’s Board of Directors
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is being furnished (not filed) herewith:
| 99.1 | Press release, dated February 1, 2008, entitled “Lattice Semiconductor Announces CEO Search.” | |
-2-
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 | ||||||||
| Date: | February 1, 2008 | By: | /s/ Jan Johannessen | |||||
| Jan Johannessen | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
-3-
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release, dated February 1, 2008, entitled “Lattice Semiconductor Announces CEO Search.” | |
-4-
Exhibit 99.1
NEWS RELEASE
For more information contact:
Jan Johannessen
Chief Financial Officer
Lattice Semiconductor Corporation
(503) 268-8000
LATTICE SEMICONDUCTOR ANNOUNCES CEO SEARCH
Hillsboro, OR - February 1, 2008 - Lattice Semiconductor Corporation (NASDAQ: LSCC) today announced that its Board of Directors has begun a search for a new chief executive officer and that Steve Skaggs will be resigning effective as of May 31, 2008 as the Company’s President and Chief Executive Officer. Mr. Skaggs has served as CEO since 2005 and is expected to continue in his current capacity to assist with the executive search until the effective date of his resignation.
“On behalf of the Company, I would like to thank Steve for his past service,” said Patrick Jones, chairman of the board of directors. “We appreciate his hard work on behalf of the Company and its stockholders and his continued willingness to serve as the Company’s chief executive officer through the search process and transition to a new CEO. We wish him well in his future endeavors.”
About Lattice Semiconductor
Lattice Semiconductor Corporation provides the industry’s broadest range of Programmable Logic Devices (PLD), including Field Programmable Gate Arrays (FPGA), Complex Programmable Logic Devices (CPLD), Mixed-Signal Power Management and Clock Generation Devices, and industry-leading SERDES products.
Lattice continues to deliver “More of the Best” to its customers with comprehensive solutions for system design, including an unequaled portfolio of high-performance, non-volatile and low-cost FPGAs.
Lattice products are sold worldwide through an extensive network of independent sales representatives and distributors, primarily to OEM customers in communications, computing, industrial, consumer, automotive, medical and military end markets. For more information, visit http://www.latticesemi.com
1
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 our ability to successfully complete the executive search and transition to a new CEO, the potential impact on our business of our anticipated change in leadership and the other risk factors detailed in the Company’s Securities and Exchange Commission filings. Actual results may differ materially from forward-looking statements.
# # #
Lattice Semiconductor Corporation, Lattice (& design), L (& design) 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.
GENERAL NOTICE: Other product names used in this publication are for identification purposes only and may be trademarks of their respective holders.
2