As filed with the Securities and Exchange Commission on July 22, 1999 Registration No. 333-81035 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- Post-Effective Amendment No. 1 to 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 (I.R.S. Employer incorporation or organization) Identification No.) 5555 N.E. Moore Court Hillsboro, Oregon 97124-6421 (Address of Principal Executive Offices, including Zip Code) ---------------------- Vantis Corporation 1999 Performance Award Plan - and - Vantis Corporation 1999 Leadership Award Plan (Full title of the plans) ---------------------- Stephen A. Skaggs Chief Financial Officer LATTICE SEMICONDUCTOR CORPORATION 5555 N.E. Moore Court Hillsboro, Oregon 97124-6421 (503) 268-8000 (Name, address and telephone number of agent for service) ---------------------- Copy to: John A. Fore, Esq. WILSON SONSINI GOODRICH & ROSATI Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (415) 493-9300 ---------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- EXPLANATORY NOTE This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (reg. no. 333-81035) is being filed solely for the purpose of refiling Exhibits 5.1 and 23.2 thereto, in order to correct a typographical error. All other portions of the Registration Statement, as previously filed, remain unchanged. ITEM 8. EXHIBITS. --------- II-1
EXHIBIT NUMBER DESCRIPTION - ------------ ----------------------------------------------------------------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, Counsel to the Company. 23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, Counsel to the Company (see Exhibit 5.1). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hillsboro, State of Oregon, on this 22nd day of July, 1999. LATTICE SEMICONDUCTOR CORPORATION By: /s/ Stephen A. Skaggs ------------------------------------ Stephen A. Skaggs Senior Vice President, Chief Financial Officer (Principal Financial Officer) and Secretary POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated: II-2
SIGNATURE TITLE DATE - ------------------------- --------------------------------------- ------------- /s/ Cyrus Y. Tsui * President, Chief Executive Officer July 22, 1999 - ------------------------- (Principal Executive Officer) and Cyrus Y. Tsui Chairman of the Board of Directors /s/ Stephen A. Skaggs Senior Vice President, Chief Financial July 22, 1999 - ------------------------- Officer (Principal Financial Officer) Stephen A. Skaggs and Secretary /s/ Mark O. Hatfield * Director July 22, 1999 - ------------------------- Mark O. Hatfield /s/ Daniel S. Hauer * Director July 22, 1999 - ------------------------- Daniel S. Hauer /s/ Harry A. Merlo * Director July 22, 1999 - ------------------------- Harry A. Merlo II-3
SIGNATURE TITLE DATE - ------------------------- --------------------------------------- ------------- /s/ Larry W. Sonsini * Director July 22, 1999 - ------------------------- Larry W. Sonsini /s/ Douglas C. Strain * Director July 22, 1999 - ------------------------- Douglas C. Strain *By: /s/ Stephen A. Skaggs - -------------------------- (Stephen A. Skaggs, Attorney-in-Fact) INDEX TO EXHIBITS II-4
EXHIBIT NUMBER DESCRIPTION - -------------- ------------------------------------------------------------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, Counsel to the Company. 23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, Counsel to the Company (see Exhibit 5.1).
EXHIBIT 5.1 June 17, 1999 Lattice Semiconductor Corporation 5555 N.E. Moore Court Hillsboro, Oregon 97124-6421 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about June 18, 1999 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of an aggregate of 1,165,000 shares (the "Shares") of your Common Stock reserved for issuance pursuant to the Vantis Corporation 1999 Performance Award Plan and 1999 Leadership Award Plan (the "Plans"). As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance of the Shares under the Plans. It is our opinion that, upon completion of the actions being taken, or contemplated by us as your counsel to be taken by you prior to the issuance of the Shares pursuant to the Registration Statement and the Plans, and upon completion of the actions being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares will be legally and validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ WILSON SONSINI GOODRICH & ROSATI