As filed with the Securities and Exchange Commission on June 11, 2012
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
LATTICE SEMICONDUCTOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware | 93-0835214 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
5555 N. E. Moore Court
Hillsboro, Oregon 97124-6421
(Address of principal executive offices, including zip code)
LATTICE SEMICONDUCTOR CORPORATION
2012 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Darin G. Billerbeck
President and Chief Executive Officer
5555 N. E. Moore Court
Hillsboro, Oregon 97124-6421
503-268-8000
(Name, address and telephone number, including area code, of agent for service)
______________________
Copy to: |
Danielle Benderly Perkins Coie LLP 1120 N.W. Couch Street, Tenth Floor Portland, Oregon 97209-4128 |
503-727-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer [X] | Non-accelerated filer o | Smaller reporting company | |||
(Do not check if a smaller reporting company) | ||||||
CALCULATION OF REGISTRATION FEE
Title of Securities to Be Registered | Amount to Be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee(2) |
Common Stock, $0.01 par value, under the Lattice Semiconductor Corporation 2012 Employee Stock Purchase Plan | 3,000,000 | $4.68 | $14,040,000 | $1,608.98 |
(1) Plus an indeterminate number of additional shares that may be issued as a result of an adjustment to the number of shares to be issued pursuant to the plan resulting from any future stock split, stock dividend or similar adjustment of the Registrant's outstanding Common Stock.
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended. The Proposed Maximum Offering Price Per Share is estimated to be $4.68 based on the average of the high sales price ($4.80) and the low sales price ($4.55) for the Registrant's Common Stock as reported by the Nasdaq Global Market on June 7, 2012. |
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. | INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE |
The following documents filed with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this Registration Statement:
(a)The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed on March 12, 2012, which contains audited financial statements for the most recent fiscal year for which such statements have been filed;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on May 10, 2012;
(c) The Registrant's Current Reports on Form 8-K filed on February 13, 2012, February 29, 2012 (excluding Item 9.01), and May 22, 2012; and
(d) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed on September 27, 1989, including any amendments or reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that the securities offered hereby have been sold or which deregisters the securities covered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.
Item 4. | DESCRIPTION OF SECURITIES |
Not applicable.
Item 5. | INTERESTS OF NAMED EXPERTS AND COUNSEL |
None.
Item 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation in a derivative action), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with the respect to any criminal action, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's charter, bylaws, disinterested director vote, stockholder vote, agreement or otherwise.
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) payments of unlawful dividends or unlawful stock repurchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit.
The Registrant's Restated Certificate of Incorporation (the “Certificate”), limits, to the maximum extent permitted by
the Delaware General Corporation Law, as the same exists or may hereafter be amended, the personal liability of directors for monetary damages for their conduct as a director. The Registrant's Bylaws (the “Bylaws”) provide that the Registrant shall indemnify its officers and directors, and may indemnify its employees and other agents, to the fullest extent permitted by law against expenses, liabilities and loss, including attorneys fees, judgments, fines, ERISA excise taxes or penalties, settlements, reasonably incurred or suffered in connection with any proceeding arising out of their status as our agent. The Registrant's Bylaws also allow the Registrant to purchase and maintain insurance on behalf of any person who is or was one of the Registrant's directors, officers, employees or agents against any expense, liability or loss, whether or not the Registrant would have the power to indemnify the person under the Delaware General Corporation Law.
The Registrant has also entered into indemnification agreements with directors, officers and certain employees, under which, among other things, the Registrant has agreed to indemnify the Registrant's directors, officers and certain employee, subject to certain conditions and limitations, for certain amounts, including attorney's fees, judgments, fines, penalties, settlement amounts and any other amounts reasonably incurred or suffered by any such person in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including any action by or in the right of the Registrant, to which such person is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that such person is, was or at any time becomes a director, officer, employee or agent of the Registrant or of any other company or enterprise with respect to which the person served in such capacity at the request of the Registrant.
Item 7. | EXEMPTION FROM REGISTRATION CLAIMED |
Not applicable.
Item 8. | EXHIBITS |
Exhibit Number | Description | |
5.1 | Opinion of Perkins Coie LLP regarding legality of the Common Stock being registered | |
23.1 | Consent of KPMG LLP | |
23.3 | Consent of Perkins Coie LLP (included in Exhibit 5.1) | |
24.1 | Power of Attorney (see signature page) | |
99.1 | Lattice Semiconductor Corporation 2012 Employee Stock Purchase Plan (incorporated by reference to Annex 1 to the Registrant's Definitive Proxy Statement on Schedule 14A for the 2012 Annual Meeting of Stockholders filed on April 12, 2012 (File No. 000-18032)) | |
Item 9. | UNDERTAKINGS |
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(b) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
(c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefits plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hillsboro, State of Oregon, on June 11, 2012.
Lattice Semiconductor Corporation | |
/s/ Joe Bedewi | |
By: | Joe Bedewi Corporate Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below authorizes Darin G. Billerbeck, Joe Bedewi and Byron W. Milstead, or any of them, as attorneys-in-fact with full power of substitution, to execute in the name and on the behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to this Registration Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on June 11, 2012.
Signature | Title | |
/s/ Darin G. Billerbeck | President, Chief Executive Officer and Director (Principal Executive Officer) | |
Darin G. Billerbeck | ||
/s/ Joe Bedewi | Corporate Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |
Joe Bedewi | ||
/s/ Patrick S. Jones | Director | |
Patrick S. Jones | ||
/s/ Robin A. Abrams | Director | |
Robin A. Abrams | ||
/s/ John Bourgoin | Director | |
John Bourgoin | ||
/s/ Balaji Krishnamurthy | Director | |
Balaji Krishnamurthy | ||
/s/ W. Richard Marz | Director | |
W. Richard Marz | ||
/s/ Gerhard H. Parker | Director | |
Gerhard H. Parker | ||
/s/ Hans Schwarz | Director | |
Hans Schwarz | ||
INDEX TO EXHIBITS
Exhibit Number | Description | |
5.1 | Opinion of Perkins Coie LLP regarding legality of the Common Stock being registered | |
23.1 | Consent of KPMG LLP | |
23.3 | Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1) | |
24.1 | Power of Attorney (see signature page) | |
99.1 | Lattice Semiconductor Corporation 2012 Employee Stock Purchase Plan (incorporated by reference to Annex 1 to the Registrant's Definitive Proxy Statement on Schedule 14A for the 2012 Annual Meeting of Stockholders filed on April 12, 2012 (File No. 000-18032)) | |
EXHIBIT 5.1
Perkins Coie LLP
1120 NW Couch Ave, 10th floor
Portland, OR 97209
PHONE: 503-727-2000
FAX: 503-727-2222
www.perkinscoie.com
June 11, 2012
Lattice Semiconductor Corporation
5555 N. E. Moore Court
Hillsboro, Oregon 97124
Re: | Registration Statement on Form S-8 of Shares of Common Stock, |
$0.01 par value, of Lattice Semiconductor Corporation (the “Company”)
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), which you are filing with the Securities and Exchange Commission with respect to up to 3,000,000 shares of common stock, $0.01 par value, of the Company (the “Shares”), which may be issued pursuant to the Company's 2012 Employee Stock Purchase Plan (the “Plan”).
We have examined the Registration Statement and such documents and records of the Company as we have deemed necessary for the purpose of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness of all signatures.
Based upon and subject to the foregoing, we are of the opinion that any Shares issued by the Company pursuant to the Plan, upon registration by its registrar of such Shares and the issuance thereof by the Company in accordance with the terms of the Plan, and the receipt of consideration for such Shares in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Perkins Coie LLP
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Lattice Semiconductor Corporation:
We consent to the use of our reports dated March 12, 2012, with respect to the consolidated balance sheets of Lattice Semiconductor Corporation as of December 31, 2011 and January 1, 2011, and the related consolidated statements of operations, changes in stockholders' equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2011, the related consolidated financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2011, incorporated herein by reference.
/s/ KPMG LLP
Portland, Oregon
June 11, 2012