SC TO-C

As filed with the Securities and Exchange Commission on May 7, 2003

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.        )

ALTERA CORPORATION

(Name of Subject Company (Issuer))

ALTERA CORPORATION

(Name of Filing Persons (Offeror))

Certain Options to Purchase Common Stock, $.001 Par Value Per Share,
Granted Under the Altera Corporation 1996 Stock Option Plan
(Title of Class of Securities)

021441100
(CUSIP Number of Class of Securities)
(Underlying Common Stock)

JOHN P. DAANE
President and Chief
Executive Officer
Altera Corporation
101 Innovation Drive
San Jose, California 95134
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

KATHERINE E. SCHUELKE, ESQ.
Vice President, General Counsel
and Secretary
ALTERA CORPORATION
101 Innovation Drive
San Jose, California 95134
(408) 544-7000 WARREN L. TROUPE, ESQ.
BRIAN V. CAID, ESQ.
MORRISON & FOERSTER LLP
370 17th Street, Suite 5200
Denver, Colorado 80202
(303) 592-1500

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee
Not applicable*	Not applicable*

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

               o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not applicable.
Form or Registration No.:	Not applicable.
Filing party:	Not applicable.
Date filed:	Not applicable.

               x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

               Check the appropriate boxes below to designate any transactions to which the statement relates:

o third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

               Check the following box if the filing is a final amendment reporting the results of the tender offer: o

Item 12. Exhibits.

Exhibit No.	Description
99.1	Memo to Employees from John Daane.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Memo to Employees from John Daane.

EX-99.1 3 f89646t1exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

[MEMO TO EMPLOYEES REGARDING RESULTS OF STOCKHOLDER VOTE]

For internal use by Altera

®

Internal Memorandum

DATE:	May 7, 2003
TO:	All Altera Employees
FROM:	John P. Daane
SUBJECT:	Stock Option Exchange Program

     I’m pleased to announce that yesterday Altera’s shareholders approved the Stock Option Exchange Program for company employees as detailed in our proxy materials and my memo to you of March 25. This voluntary program is designed to allow eligible employees to exchange some or all of their eligible stock options for, in most cases, a lesser number of options at a new exercise price.

     We are still in the process of finalizing program details, but we anticipate that you will receive enrollment materials and additional information about the program on or about June 5, 2003. At the same time, we will file “tender offer” materials with the Securities and Exchange Commission (“SEC”), which will contain additional program details, including country-specific information. You will be able to access the tender offer materials on the Stock Administration webpage at http://is-web.altera.com/stock/html/esop/exchange_program/main.htm.

     Although you should not make any decisions about whether to participate in the Option Exchange Program until all of the relevant information is made available to you, I urge you to thoroughly review the information we have provided thus far, which can be accessed on Altera’s Stock Administration webpage.

     I am pleased that Altera’s shareholders have approved the Option Exchange Program and look forward to sharing details of the program with you in early June.

** We will file with the SEC a tender offer statement and other materials relating to the Option Exchange Program upon receiving stockholder approval. You should read these materials carefully when they become available because they contain important information. We will provide these materials to you free of charge upon request and you may obtain them free of charge from the SEC’s website at www.sec.gov when they are available.

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EX-99.1

Exhibit 99.1