| (Check One): |
UNITED STATES | |||
| ¨ Form 10-K |
SECURITIES AND EXCHANGE COMMISSION | |||
| ¨ Form 20-F |
Washington, D.C. 20549 | |||
| ¨ Form 11-K |
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| x Form 10-Q |
FORM 12b-25 | |||
| ¨ Form 10-D |
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| ¨ Form N-SAR |
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| ¨ Form N-CSR |
NOTIFICATION OF LATE FILING |
| For Period Ended: March 31, 2006 | ||
| ¨ Transition Report on Form 10-K | ||
| ¨ Transition Report on Form 20-F | ||
| ¨ Transition Report on Form 11-K | ||
| ¨ Transition Report on Form 10-Q | ||
| ¨ Transition Report on Form N-SAR | ||
| For the Transition Period Ended: | ||
Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Altera Corporation
Full Name of Registrant
N/A
Former Name if Applicable
101 Innovation Drive
Address of Principal Executive Office (Street and Number)
San Jose, California 95134
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
| (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense | |||
| ¨ |
(b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | ||
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Altera Corporation (the “Company”) plans to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (“Form 10-Q”) as soon as practicable, but does not expect that it will be filed on or before the fifth calendar day following the required filing date as prescribed in Rule 12b-25.
As described in its current report on Form 8-K dated May 9, 2006, the Company’s board of directors has established a special committee comprised of independent directors to conduct an internal review of the Company’s historical stock option practices and related accounting treatment. The special committee will be assisted by independent outside legal counsel and accounting experts. At this time, the special committee has neither completed its review, nor reached any preliminary or final conclusions about the Company’s stock option practices and the related accounting treatment. Until the special committee’s review is complete, the Company will be unable to prepare and file its Form 10-Q. The Company intends to file its Form 10-Q as soon as practicable after the completion of the special committee’s review.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Katherine E. Schuelke (Name) |
(408) (Area Code) |
544-7000 (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). x Yes ¨ No |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ¨ Yes x No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Altera Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date May 11, 2006 | By: | /s/ Nathan Sarkisian | ||
| Nathan Sarkisian | ||||
| CFO and Senior Vice President |