SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 1)
GATEFIELD CORPORATION
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(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE PER SHARE
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(Title of Class of Securities)
367339-10-8
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(CUSIP Number)
Actel Corporation
955 East Arques Avenue
Sunnyvale, CA 94086
Attention: John C. East
(408) 739-1010
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 1999
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(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Actel Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
N/A (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7. SOLE VOTING POWER
1,621,298 (1)
NUMBER OF -------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 1,621,298 (1)
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10. SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,621,298 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
26.7% (2)
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14 TYPE OF REPORTING PERSON
CO
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(1) Consists of 190,529 shares of Common Stock held by the Reporting Person
;200,000 shares of Common Stock issuable upon conversion of 300,000
shares of Series C Convertible Preferred Stock, par value $0.10 ("C
Shares"), held by the Reporting Person; and 1,230,769 shares of Common
Stock issuable upon conversion of 420,000 shares of Series C-1
Convertible Preferred Stock, par value $0.10 (the "C-1 Shares"),
issuable upon conversion of an $8 million Convertible Note ("Note")
held by the Reporting Person.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) promulgated under the
Securities Exchange Act of 1934, that there are outstanding (i)
4,643,848 shares of Common Stock as of 9/30/99 after the issuance of
471,860 shares on that date according to Gatefield Corporation, (ii)
200,000 shares of Common Stock issuable upon conversion of the C
Shares held by the Reporting Person, and (iii) 1,230,769 shares of
Common Stock issuable upon conversion of the C-1 Shares issuable upon
conversion of the Note held by the Reporting Person.
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This Amendment No. 3 to Schedule 13D amends and supplements the Statement
on Schedule 13D initially filed with the Securities and Exchange Commission (the
"SEC") on or about June 7, 1999, by Actel Corporation ("Actel"). Unless
otherwise indicated, capitalized terms used herein shall have the respective
meanings given such terms in the Schedule 13D.
ITEM 1 SECURITY AND ISSUER
Common Stock, $1.00 par value ("Common Stock")
GateField Corporation ("Issuer")
47100 Bayside Parkway
Fremont, California 94538
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Actel beneficially owns 1,621,298 shares of Issuer Common Stock
(representing 26.7% of the outstanding shares of such class of
securities), which includes 1,230,769 shares of Common Stock issuable
upon conversion of the C-1 Shares issuable upon conversion of the Note.
To the knowledge of Actel, none of the directors or officers of Actel
listed in Item 2 above beneficially own any shares of Issuer Common
Stock, except that Anthony Farinaro benefically owns 1,000 shares of
Issuer Common Stock (representing less than 00.1% of the outstanding
shares of such class of securities).
(b) Actel has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of the 1,621,298 shares
of Issuer Common Stock benefically owned by Actel.
Mr. Farinaro has the sole power to vote or to direct the vote and the
sole power to dispose or to direct the disposition of the 1,000 shares
of Issuer Common Stock benefically owned by Mr. Farinaro.
(c) The following transactions in the Issuer Common Stock were effected by
Actel since the filing of the Schedule 13D:
<TABLE>
<CAPTION>
Date No. of Shares Sale/Purchase Price per Share
<S> <C> <C> <C>
08/02/99 900 Purchase $3.9375
08/03/99 5,500 Purchase $4.0625
08/04/99 500 Purchase $4.2500
08/05/99 1,000 Purchase $4.3750
08/06/99 7,000 Purchase $4.2545
08/09/99 1,000 Purchase $5.0000
08/12/99 500 Purchase $5.8750
08/24/99 4,100 Purchase $6.5000
08/25/99 1,000 Purchase $6.5000
08/26/99 3,000 Purchase $6.5000
08/31/99 1,200 Purchase $6.5000
09/01/99 5,000 Purchase $6.5000
09/02/99 3,000 Purchase $6.5000
09/07/99 2,200 Purchase $6.5000
09/09/99 4,000 Purchase $6.5000
09/10/99 5,500 Purchase $6.4375
09/15/99 1,000 Purchase $6.5000
09/17/99 3,000 Purchase $6.5000
09/20/99 1,000 Purchase $6.5000
09/21/99 2,500 Purchase $6.5000
09/23/99 3,000 Purchase $6.5000
09/24/99 1,000 Purchase $6.5000
09/27/99 5,000 Purchase $6.4625
09/30/99 112,129 Purchase $6.4999
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to that certain Series C Preferred Stock Purchase Agreement
between Actel and the Issuer dated as of August 14, 1998, and amended as of
May 25, 1999, Actel has a right of first refusal to purchase its pro rata
share of certain new securities the Issuer may wish to sell. On September
30, 1999, the Issuer sold, and two subsidiaries of Mitsui High-tec Inc.
(Mitsui Create USA, Inc. and MHT American Holdings, Inc.) purchased, a
total of 307,696 shares of Issuer Common Stock for $2.0 million. The owners
of the Issuer's Series B Preferred Stock, Idanta Partners, Ltd. and its
affiliates, exercised their rights to participate on a pro-rata basis and
purchased a total of 52,035 shares of Issuer Common Stock for $338,223.44.
Actel exercised its right to participate on a pro-rata basis and purchased
112,129 shares of Issuer Common Stock for $728,829.75. The purchase of
Issuer Common Stock by Actel was effected pursuant to a Common Stock
Purchase Agreement between Actel and Issuer dated as of September 30, 1999.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS.
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: October 1, 1999
ACTEL CORPORATION
By: /s/ David L. Van De Hey
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David L. Van De Hey
Vice President & General Counsel
