1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 10-K/A (AMENDMENT NO. 1) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 0-16617 ALTERA CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 77-0016691 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 101 INNOVATION DRIVE, SAN JOSE, CALIFORNIA 95134 (Address of Principal Executive Offices, including Zip Code) (408) 544-7000 (Registrant's Telephone Number, Including Area Code) Securities Registered Pursuant to Section 12(b) of the Act: NONE Securities Registered Pursuant to Section 12(g) of the Act: COMMON STOCK, $0.001 PAR VALUE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days. YES [X] NO [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. ____ The aggregate market value of the registrant's Common Stock held by non-affiliates of the registrant was approximately $14,554,443,000 as of March 1, 2000, based upon the closing sale price on the Nasdaq National Market for that date. There were 199,520,091 shares of the registrant's Common Stock issued and outstanding as of March 1, 2000. 2 This Report on Form 10-K/A (Amendment No. 1) is being filed for the sole purpose of adding an exhibit to the Report on Form 10-K filed by the registrant on March 24, 2000. Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 10-K (a) The following document is filed as part of this Amendment No. 1: Exhibit No. Description - ----------- ----------- #13.1(a) Annual Report to Stockholders for the fiscal year ended December 31, 1999 (to be deemed filed only to the extent required by the instructions to Exhibits for Reports on Form 10-K). - ------------------- (a) Filed herewith. 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf, by the undersigned thereto duly authorized. ALTERA CORPORATION By: /s/ Nathan Sarkisian ------------------------------------ Nathan Sarkisian Senior Vice President and Chief Financial Officer March 29, 2000 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- #13.1(a) Annual Report to Stockholders for the fiscal year ended December 31, 1999 (to be deemed filed only to the extent required by the instructions to Exhibits for Reports on Form 10-K). - ------------------- (a) Filed herewith.