UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
GATEFIELD CORPORATION
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(Name of Issuer)
Common Stock, $.10 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)
May 25, 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 [ ].
<PAGE>
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ACTEL CORPORATION
77-0097724
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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7. SOLE VOTING POWER
14,472,692 (1)
NUMBER OF -------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 14,472,692 (1)
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10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,472,692 (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)
25.9% (2)
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14. TYPE OF REPORTING PERSON
CO
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(1) Consists of 165,000 shares of Common Stock held by the Reporting
Person; 2,000,000 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 12,307,692 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)
41,669,197 shares of Common Stock, (ii) 2,000,000 shares of Common
Stock issuable upon conversion of the C Shares held by the Reporting
Person, and (iii) 12,307,692 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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ITEM 1. SECURITY AND ISSUER.
Common Stock, $.10 par value ("Common Stock")
GateField Corporation ("Issuer")
47100 Bayside Parkway
Fremont, California 94538
ITEM 2. IDENTITY AND BACKGROUND.
Reporting Person
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Name: Actel Corporation ("Actel")
State of Incorporation: California
Principal Business: Semiconductors & related devices [3674]
Address of Principal Business: 955 East Arques Avenue
Sunnyvale, CA 94086
Address of Principal Office: 955 East Arques Avenue
Sunnyvale, CA 94086
Actel has not been convicted in a criminal proceeding during the last 5
years.
Actel has not been a party to any civil proceeding as a result of which
it was subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
Directors and Executive Officers of Actel
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(a) Name:
-----
1. John C. East
2. Jos C. Henkens
3. Jacob S. Jacobsson
4. Frederic N. Schwettmann
5. Robert G. Spencer
6. Henry L. Perret
7. Esmat Z. Hamdy
8. Carl N. Burrow
9. Anthony Farinaro
10. Paul V. Indaco
11. Suzanne M. Kinner
12. Fares N. Mubarak
13. David L. Van De Hey
Title:
------
1. Director, President and Chief Executive Officer
2. Director
3. Director
4. Director
5. Director
6. Vice President of Finance and Chief Financial Officer
7. Senior Vice President of Technology & Operations
8. Vice President of Marketing
9. Vice President & General Manager of Design Services
10. Vice President of Worldwide Sales
11. Vice President of Human Resources
12. Vice President of Engineering
13. Vice President & General Counsel and Secretary
(b) Residence or Business Address:
------------------------------
1. 955 East Arques Avenue
Sunnyvale, CA 94086
2. 485 Romona Street, Suite 200
Palo Alto, CA 94301
3. 10905 Technology Place
San Diego, CA 92127
4. 2661 Beach Road
House 72
Watsonville, CA 95076
5. 27857 Altamont Circle
Los Altos, CA 94022
6. 955 East Arques Avenue
Sunnyvale, CA 94086
7. 955 East Arques Avenue
Sunnyvale, CA 94086
8. 955 East Arques Avenue
Sunnyvale, CA 94086
9. 955 East Arques Avenue
Sunnyvale, CA 94086
10. 955 East Arques Avenue
Sunnyvale, CA 94086
11. 955 East Arques Avenue
Sunnyvale, CA 94086
12. 955 East Arques Avenue
Sunnyvale, CA 94086
13. 955 East Arques Avenue
Sunnyvale, CA 94086
(c) Present Principal Occupation:
-----------------------------
1. Director, President and Chief Executive Officer
Actel Corporation
2. General Partner
Advanced Technology Ventures
3. President and Chief Executive Officer
SCS Corporation
4. Retired
5. Principal
The Spencer Group
6. Vice President of Finance and Chief Financial Officer
Actel Corporation
7. Senior Vice President of Technology & Operations
Actel Corporation
8. Vice President of Marketing
Actel Corporation
9. Vice President & General Manager of Design Services
Actel Corporation
10. Vice President of Worldwide Sales
Actel Corporation
11. Vice President of Human Resources
Actel Corporation
12. Vice President of Engineering
Actel Corporation
13. Vice President & General Counsel and Secretary
Actel Corporation
(d) Convictions in Criminal Proceedings during the last 5 Years:
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None of the persons listed in paragraph (a) above have been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) during the last 5 years.
(e) Proceedings involving Federal or State Securities Laws:
-------------------------------------------------------
None of the persons listed in paragraph (a) above have been
parties to any civil proceeding as a result of which such person was
subject to a judgment enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or
finding any violations with respect to such laws.
(f) Citizenship:
------------
Each of persons listed in paragraph (a) above is a United States
citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 25, 1999, Actel purchased the Note from the Issuer. The Note is
a convertible promissory note in the aggregate principal amount of $8.0 million.
The Note accrues interest at 5.22% per annum, has a five-year term, and is
secured by a lien against all the Issuer's assets. The Note is convertible into
420,000 of Issuer's C-1 Shares. The C-1 Shares are in turn convertible into
12,307,692 shares of the Issuer's Common Stock, which is equivalent to $0.65 per
share of Common Stock. The Note financing was reported by Actel and the Issuer
in a joint press release dated May 25, 1999, which is incorporated herein by
reference.
The source of the funds used by Actel to purchase the Note was Working
Capital. As used herein, the term "Working Capital" includes paid-in capital and
accumulated earnings and other income. None of the funds reported herein as
"Working Capital" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading, or voting the Note, the C-1 Shares into which
the Note is convertible, or the Common Stock into which the C-1 Shares are
convertible (collectively, the "Securities").
ITEM 4. PURPOSE OF TRANSACTION.
Actel currently holds the Securities as an investment. Actel intends to
review its investments in the Issuer on a continuing basis and, depending on
various factors (including the Issuer's business, affairs, and financial
position; other developments concerning the Issuer; the price level of the
Common Stock; conditions in the securities markets; general economic and
industry conditions; and alternative investment opportunities, liquidity needs,
and other factors, including compliance with applicable rules and regulations),
Actel may from time to time take such actions with respect to its investments in
the Issuer as it deems appropriate in light of the circumstances existing at the
time of the action. Such actions may include, without limitation: the conversion
of all or part of the Note into C-1 Shares; the conversion of all or part of the
C Shares and/or C-1 Shares into Common Stock; the purchase of additional shares
of Common Stock in the open market, in block trades, in privately negotiated
transactions, or otherwise; the sale at any time of all or a portion of the
Common Stock now owned or hereafter acquired by it to one or more purchasers; or
the distribution in kind at any time of all or a portion of the Common Stock now
owned or hereafter acquired by it.
Under Section 6 of the Security Agreement between the Issuer and Actel
dated May 25, 1999 (the "Security Agreement"), in the event that the Issuer
requests Actel to make an additional loan to the Issuer pursuant to an
Additional Loan Election and Actel elects not to make such additional loan,
Actel has agreed that it will execute a subordination agreement in favor of a
third party lender for a loan in an aggregate principal amount not to exceed $4
million. "Additional Loan Election" is defined in Section 1 of the Security
Agreement to mean the Issuer's election, at least ninety (90) days prior to the
date the Issuer in good faith estimates that the Issuer's balances of cash and
cash equivalents will be less than $1 million, but not earlier than January 1,
2000, to request that Actel, in its sole and absolute discretion, make an
additional loan in a principal amount requested by the Issuer, but not to exceed
$4 million, on the same terms as the Note.
Except for the agreement described above regarding an Additional Loan
Election, Actel has no plans or proposals that relate to or would result in (i)
the acquisition of additional securities of the Issuer, (ii) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries, (iii) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries, (iv) any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board, (v) any material change in the present
capitalization or dividend policy of the Issuer, (vi) any other material change
in the Issuer's business or corporate structure, (vii) changes in the Issuer's
charter or bylaws or actions which may impede the acquisition of control of the
Issuer by any person, (viii) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association, (ix) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, or (x) any actions similar to any of those enumerated
above. However, Actel reserves the right to participate, alone or with others,
in plans, proposals, or transactions of a similar or different nature with
respect to the Issuer.
Although Actel currently has no firm intention or specific plan to take
any of the actions enumerated above, Actel may in the future explore with the
directors of the Issuer the possibility of, or seek to influence the directors
of the Issuer with respect to, business strategies, legal strategies, tax
strategies, mergers, business combinations, recapitalizations, sales of assets,
negotiated or open-market stock repurchases, or other extraordinary corporate
transactions. However, it should not be assumed that Actel will take any of the
foregoing actions or any other action, including, without limitation, providing
the Issuer with additional funding.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Actel beneficially owns 14,472,692 shares of Issuer Common Stock
(representing 25.9% of the outstanding shares of such class of
securities), which includes 12,307,692 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 10,000 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 14,472,692 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 10,000 shares
of Issuer Common Stock benefically owned by Mr. Farinaro.
(c) Not applicable.
(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
dated as of August 14, 1998, between Actel and the Issuer, Actel purchased, and
the Issuer sold and issued to Actel, 300,000 C Shares for an aggregate purchase
price of $3,000,000. The C Shares are initially convertible into 2,000,000
shares of Issuer Common Stock and are entitled to certain liquidation and
redemption rights pursuant to the Certificate of Designations of the C Shares.
On May 25, 1999, Actel purchased the Note from the Issuer. Pursuant to
its terms, the Note accrues interest at 5.22% per annum, has a five-year term,
and is convertible into 420,000 C-1 Shares. Pursuant to the Security Agreement,
the Note is secured by a lien against all the Issuer's asset. The C-1 Shares are
convertible into 12,307,692 shares of the Issuer's Common Stock, which is
equivalent to $0.65 per share of Common Stock, and are entitled to certain
liquidation and redemption rights pursuant to the Certificate of Designations of
the C-1 Shares.
Actel is also entitled to certain registration rights pursuant a
Registration Rights Agreement between Actel and the Issuer dated August 14,
1998, and amended May 25, 1999. In addition, Actel has a rights of first
refusal, pursuant to the Series C Preferred Stock Purchase Agreement as amended
May 25, 1999, to purchase its pro rata share of certain new securities the
Issuer may wish to sell.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings, or relationships
with respect to the shares of Issuer Common Stock beneficially owned by Actel.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Certificate of Designations of Preferred Stock of GateField Corporation
to be Designated Series C Convertible Preferred Stock of the Company
(filed as Exhibit 3.3 to GateField Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998, and incorporated herein
by this reference).
2. Series C Preferred Stock Purchase Agreement dated August 14, 1998,
between GateField Corporation and Actel Corporation (filed as Exhibit
4.1 to GateField Corporation's Current Report on Form 8-K/A (File No.
0-13244) on August 31, 1998, and incorporated herein by this
reference).
3. Registration Rights Agreement dated August 14, 1998, between GateField
Corporation and Actel Corporation (filed as Exhibit 4.2 to GateField
Corporation's Current Report on Form 8-K/A (File No. 0-13244) on August
31, 1998, and incorporated herein by this reference).
4. Restated Certificate of Incorporation dated August 28, 1998 (filed as
Exhibit 4.3 to GateField Corporation's Current Report on Form 8-K/A
(File No. 0-13244) on August 31, 1998, and incorporated herein by this
reference).
5. Certificate of Correction of Restated Certificate of Incorporation of
GateField Corporation dated October 20, 1998 (filed as Exhibit 3.2 to
GateField Corporation's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998, and incorporated herein by this reference).
6. Convertible Promissory Note dated May 25, 1999, in the aggregate
principle amount of $8.0 million issued to Actel Corporation (filed as
Exhibit 4.1 to GateField Corporation's Current Report on Form 8-K (File
No. 0-13244) on May 28, 1999, and incorporated herein by this
reference).
7. Certificate of Designations of the Preferred Stock of GateField
Corporation to be designated Series C-1 Convertible Preferred Stock
(filed as Exhibit 4.2 to GateField Corporation's Current Report on Form
8-K (File No. 0-13244) on May 28, 1999, and incorporated herein by this
reference).
8. Security Agreement dated May 25, 1999, between GateField Corporation
and Actel Corporation (filed as Exhibit 10.1 to GateField Corporation's
Current Report on Form 8-K (File No. 0-13244) on May 28, 1999, and
incorporated herein by this reference).
9. Amendment No. 1 to the Series C Preferred Stock Purchase Agreement
dated May 25, 1999, between GateField Corporation and Actel Corporation
(filed as Exhibit 10.2 to GateField Corporation's Current Report on
Form 8-K (File No. 0-13244) on May 28, 1999, and incorporated herein by
this reference).
10. Amendment No. 1 to the Registration Rights Agreement dated May 25,
1999, between GateField Corporation and Actel Corporation (filed as
Exhibit 10.3 to GateField Corporation's Current Report on Form 8-K
(File No. 0-13244) on May 28, 1999, and incorporated herein by this
reference).
11. Joint press release of GateField Corporation and Actel Corporation
dated May 25, 1999, regarding the convertible note financing (filed as
Exhibit 99.1 to GateField Corporation's Current Report on Form 8-K
(File No. 0-13244) on May 28, 1999, and incorporated herein by this
reference).
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: June 4, 1999
ACTEL CORPORATION
By: /s/ David L. Van De Hey
-----------------------
David L. Van De Hey
Vice President & General Counsel
