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)
March 16, 2011
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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Lattice Semiconductor Corporation (the "Company") announced that effective April 15, 2011, Mr. Joseph Bedewi has been appointed to serve as Corporate Vice President and Chief Financial Officer of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Mr. Michael G. Potter has been serving as Chief Financial Officer of the Company and is expected to continue in that position until Mr. Bedewi's appointment becomes effective.
In connection with Mr. Bedewi's appointment, the Company entered into an offer letter with Mr. Bedewi that sets forth certain terms related to Mr. Bedewi's compensation package. The Company and Mr. Bedewi will enter into an employment agreement that will include the compensation described in the offer letter and contain additional terms and conditions substantially similar to those set forth in the employment agreements of the Company's other executive officers.
The terms of the compensation package set forth in the offer letter include:
• | An annual base salary of $250,000; |
• | Participation in the Company's cash incentive program, with a target award for fiscal year 2011 of 50% of Mr. Bedewi's base salary (and a maximum payout of 100% of his base salary), in each case prorated based on Mr. Bedewi's commencement date; and |
• | 100,000 of restricted stock units representing an equivalent number of the Company's common stock, which will vest 25% after one year and 6.25% per quarter thereafter. Mr. Bedewi will be required to hold the restricted stock units for two years after the applicable vesting date. |
In addition, in the event of an involuntary termination (as defined in the employment agreement to be entered into between Mr. Bedewi and the Company) of Mr. Bedewi's employment, the Company will pay Mr. Bedewi an amount equal to 1.0 times Mr. Bedewi's then annual base salary and a prorated portion of his then target cash incentive payment amount. If an involuntary termination occurs immediately prior to a "change in control" (as defined in the employment agreement) or within 24 months following the change in control, then Mr. Bedewi will immediately fully vest in all of his outstanding equity awards and the Company will pay Mr. Bedewi an amount equal to 1.0 times his then annual base salary, plus 1.0 times his then target cash incentive payment amount. These severance benefits will be subject to Mr. Bedewi entering into a release of claims in favor of the Company, its directors and its officers.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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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 | ||||
Date: March 18, 2011 | By: | /s/ Byron W. Milstead | ||
Byron W. Milstead Corporate Vice President, General Counsel and Secretary | ||||
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated March 18, 2011 (furnished herewith)
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Exhibit 99.1
NEWS RELEASE
For more information contact:
David Pasquale
Global IR Partners
914-337-8801
lscc@globalirpartners.com
LATTICE SEMICONDUCTOR ANNOUNCES
CFO TRANSITION
HILLSBORO, OR - MARCH 18, 2011 - Lattice Semiconductor Corporation (NASDAQ: LSCC) today announced the transition of Michael G. Potter, Lattice's Corporate Vice President and Chief Financial Officer, who will leave the Company effective April 15, 2011. As part of the transition, Joe Bedewi will join Lattice, effective April 11, 2011 as Corporate Vice President, Finance, assuming the role of Chief Financial Officer on April 15, 2011.
Mr. Bedewi is a financial professional with extensive operations experience at industry leading, multinational companies and at small-to-mid-size entrepreneurial, growth companies. During his 17 year tenure at Intel Corporation, Mr. Bedewi served as Financial Controller for several groups, and held various other financial and operational management roles. His operations experience ranges from organizational development and optimization, strategic planning, business development and process improvement, to capacity and capital planning. After leaving Intel, Mr. Bedewi served as Chief Financial Officer at International DisplayWorks, Malibu Boats, LLC., and Solar Power, Inc. Mr. Bedewi earned his Bachelor of Science in Quantitative Business Analysis from Arizona State University (1982).
“We thank Michael for his direct role in Lattice's return to sustained profitability and wish him continued success,” said Darin G. Billerbeck, Lattice President and Chief Executive Officer. “As we have moved from the turnaround phase into the growth phase, Joe's extensive operations and supply chain expertise give him the right skill set to help Lattice achieve the ambitious business goals we have set.”
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“I am proud of my accomplishments at Lattice over the last few years and at the success of the Company's financial turnaround,” said Michael G. Potter, Lattice's Corporate Vice President and Chief Financial Officer. “With the turnaround phase now behind us, I am taking this opportunity to pursue a new challenge. I wish Lattice and my colleagues continued success.”
Forward-Looking Statements Notice:
The foregoing paragraphs contain forward-looking statements that involve estimates, assumptions, risks and uncertainties, including statements relating to our expectations regarding Lattice's achievement of the ambitious business goals the Company has set and the turnaround phase being behind the Company. Lattice believes the factors identified below could cause actual results to differ materially from the forward-looking statements.
Factors that may cause actual results to differ materially from the forward-looking statements in this press release include those risks that are described from time to time in our filings with the Securities and Exchange Commission. The Company does not intend to update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
About Lattice Semiconductor:
Lattice is the source for innovative FPGA, PLD, programmable Power Management and Clock Management solutions. For more information, visit www.latticesemi.com.
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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.
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