Post-Effective Amenment No. 1 to Form S-8 Registration No. 333-81787

As filed with the Securities and Exchange Commission on July 20, 2005

Registration No. 333-81787


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

ALTERA CORPORATION

101 Innovation Drive

San Jose, California 95134

(408) 544-7000

 

ROBERT TOWNSEND, ESQ.

JACLYN LIU, ESQ.

MORRISON & FOERSTER LLP

425 Market Street

San Francisco, California 94105

(415) 268-7000

 



EXPLANATORY STATEMENT

 

This Post-Effective Amendment No.1 relates to the Registration Statement on Form S-8 (Commission File No. 333-81787), filed with the Securities and Exchange Commission (the “SEC”) on June 29, 1999 (the “Prior Registration Statement”) by Altera Corporation (the “Registrant”) relating to 2,500,000 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.

 

2


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


/s/ John P. Daane


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, 2005

 


Robert J. Finocchio, Jr.

   Director   July     , 2005

 


Kevin McGarity

   Director   July     , 2005

            *


Paul Newhagen

   Director   July 19, 2005

 

3


            *


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

 

4