Current Report Filing (8-k)
June 12 2017 - 11:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
June 12, 2017 (June 9, 2017)
Lattice
Semiconductor Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-18032
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93-0835214
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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111 SW Fifth Ave, Ste 700
Portland, Oregon 97204
(Address of principal executive offices) (Zip Code)
(503)
268-8000
Registrants 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01. Amendment of a Material Definitive Agreement.
On June 9, 2017, Lattice Semiconductor Corporation (Lattice), Canyon Bridge Acquisition Company, Inc. (Canyon Bridge), and Canyon
Bridge Merger Sub, Inc. entered into an amendment to the Agreement and Plan of Merger, dated as of November 3, 2016 (the Merger Agreement), pursuant to which the parties agreed to withdraw and
re-file
their joint voluntary notice to the Committee on Foreign Investment in the United States (CFIUS) under the Defense Production Act of 1950, as amended, to allow more time for review and discussion with
CFIUS in connection with the proposed merger (the Merger) between Lattice and Canyon Bridge Merger Sub, Inc., and agreed to extend the outside date after which the Merger Agreement may be terminated by either Lattice of Canyon Bridge if
the Merger has not become effective to September 30, 2017, subject to adjustment as described in the Merger Agreement. The above summary of the amendment to the Merger Agreement is qualified in its entirety by reference to the amendment, which
is attached to this Report as Exhibit 2.1 and incorporated in this Item 1.01 by reference.
Item 8.01 Other Events
Lattice and Canyon Bridge Fund I, LP jointly withdrew and then
re-filed
their joint voluntary notice to CFIUS under the
Defense Production Act of 1950, as amended. Once CFIUS accepts the joint voluntary notice, it will commence a new
30-day
period, which may be followed by a
45-day
investigation period.
Lattice and Canyon Bridge have been and will continue to be actively engaged with CFIUS, and remain fully committed to the Merger,
which was approved by the holders of approximately 99.65% of the Lattice shares voted on February 28, 2017. There can be no assurances, however, that CFIUS will ultimately agree that the parties may proceed with the transaction, and, if CFIUS
ultimately makes a recommendation to prohibit or suspend the transaction, as to whether the President will decide to prohibit or suspend the transaction.
Item 9.01.
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Financial Statements and Exhibits.
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(d)Exhibits
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Exhibit No.
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Exhibit
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2.1
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Amendment No. 1, dated as of June 9, 2017, to Agreement and Plan of Merger, dated as of November 3, 2016, by and among Lattice Semiconductor Corporation, Canyon Bridge Acquisition Company, Inc., and Canyon Bridge
Merger Sub, Inc.
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SIGNATURE
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.
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LATTICE SEMICONDUCTOR CORPORATION
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Dated: June 12, 2017
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By:
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/s/ Byron W. Milstead
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Name: Byron W. Milstead
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Title: Corporate Vice President and General Counsel
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Exhibit Index
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Exhibit No.
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Exhibit
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2.1
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Amendment No. 1, dated as of June 9, 2017, to Agreement and Plan of Merger, dated as of November 3, 2016, by and among Lattice Semiconductor Corporation, Canyon Bridge Acquisition Company, Inc., and Canyon Bridge
Merger Sub, Inc.
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