As filed with the Securities and Exchange Commission on July 20, 2005
Registration No. 333-105296
UNITED STATES
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
ALTERA CORPORATION
(Exact name of Registrant as specified in its charter)
| Delaware | 77-0016691 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
101 Innovation Drive
San Jose, California 95134
(408) 544-7000
(Address of principal executive offices) (Zip code)
1996 Stock Option Plan
(Full title of the plans)
JOHN P. DAANE
President and Chief
Executive Officer
Altera Corporation
101 Innovation Drive
San Jose, California 95134
(Name and address of agent for service)
(408) 544-7000
(Telephone number, including area code, of agent for service)
Copies to:
| KATHERINE E. SCHUELKE, ESQ. Vice President, General Counsel and Secretary |
ROBERT TOWNSEND, ESQ. JACLYN LIU, ESQ. | |
| ALTERA CORPORATION | MORRISON & FOERSTER LLP | |
| 101 Innovation Drive | 425 Market Street | |
| San Jose, California 95134 | San Francisco, California 94105 | |
| (408) 544-7000 | (415) 268-7000 |
EXPLANATORY STATEMENT
This Post-Effective Amendment No.1 relates to the Registration Statement on Form S-8 (Commission File No. 333-105296), filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2003 (the “Prior Registration Statement”) by Altera Corporation (the “Registrant”) relating to 6,000,000 shares of common stock of the Registrant reserved for issuance under the Altera Corporation 1996 Stock Option Plan (the “1996 Plan”).
On May 10, 2005, the Registrant’s stockholders approved the Altera Corporation 2005 Equity Incentive Plan (the “2005 Plan”) that replaces the 1996 Plan and the Altera Corporation 1998 Director Stock Option Plan (the “Director Plan”). Under the terms of the 2005 Plan, the Registrant carried forward 10,619,500 shares of its common stock that were previously authorized but remained unissued under the 1996 Plan and the Director Plan (the “Unissued Shares”). The Unissued Shares were registered in a Registration Statement on Form S-8 relating to the 2005 Plan and filed with the SEC on June 17, 2005 (Commission File No. 333-125904) (the “New Registration Statement”). The portion of the filing fee paid in connection with the Prior Registration Statement relating to the shares being deregistered hereby was carried over to the New Registration Statement.
The Registrant is filing this Post-Effective Amendment No. 1 to deregister all securities previously registered under the Prior Registration Statement that remain unissued.
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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 of the requirements for filing on Form S-8 and 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 San Jose, State of California, on July 19, 2005.
| ALTERA CORPORATION | ||
| By: | /s/ Nathan M. Sarkisian | |
| Nathan M. Sarkisian, | ||
| Senior Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:
| Signature |
Title |
Date | ||
| * John P. Daane |
Chairman of the Board of Directors, President, Chief Executive Officer and Director (Principal Executive Officer) | July 19, 2005 | ||
| /s/ Nathan M. Sarkisian Nathan M. Sarkisian |
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | July 19, 2005 | ||
| * Charles M. Clough |
Director | July 19, 20055 | ||
| * Robert J. Finocchio, Jr. |
Director | July 19, 2005 | ||
|
Kevin McGarity |
Director | July , 2005 | ||
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| * Paul Newhagen |
Director | July 19, 2005 | ||
| * Robert W. Reed |
Vice Chairman of the Board of Directors and Lead Independent Director | July 19, 2005 | ||
| * William E. Terry |
Director | July 19, 2005 | ||
|
Susan Wang |
Director | July , 2005 | ||
| * By: | /s/ Nathan M. Sarkisian | |
| Nathan M. Sarkisian | ||
| Attorney-in-Fact |
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