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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
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GATEFIELD CORPORATION
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(Name of the Issuer)
GATEFIELD CORPORATION
ACTEL CORPORATION
GATEFIELD ACQUISITION CORPORATION
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(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
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(Title of Class of Securities)
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(CUSIP Number of Class of Securities)
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<TABLE>
<S> <C> <C>
Timothy Saxe John C. East David Van De Hey
President and President and President and
Chief Executive Officer Chief Executive Officer Chief Executive Officer
GateField Corporation Actel Corporation GateField Acquisition Corporation
47436 Fremont Boulevard 955 East Arques Avenue 955 East Arques Avenue
Fremont, California 94538-6503 Sunnyvale, California 94086-4533 Sunnyvale, California 94086-4533
(510) 623-4400 (408) 739-1010 (408) 739-1010
</TABLE>
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications
on Behalf of the Persons Filing Statement)
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COPIES TO:
<TABLE>
<S> <C>
Henry P. Massey, Jr., Esq. Donald C. Reinke, Esq.
Peter Heinecke, Esq. Kay F. Rubin, Esq.
Robert E. Curry, II, Esq. Nicola Knight, Esq.
Wilson Sonsini Goodrich & Rosati Bay Venture Counsel LLP
Professional Corporation 1999 Harrison Street, Suite 1300
650 Page Mill Road Oakland, California 94612
Palo Alto, California 94043 (510) 273-8750
(650) 493-9300
</TABLE>
This statement is filed in connection with (check the appropriate box):
a. /X/ The filing of solicitation materials or an information statement subject
to Regulation 14A (SectionSection 240.14a-1 through 240.14b-2),
Regulation 14C (SectionSection 240.14c-1 through 240.14c-101) or
Rule 13e-3(c) (Section 240.13e(c)) under the Securities Exchange Act of
1934 ("the Act").
b. / / The filing of a registration statement under the Securities Act of 1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: / /
CALCULATION OF FILING FEE
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<S> <C>
Transaction valuation* Amount of filing fee
$23,783,466 $4,576.69
</TABLE>
* For purposes of calculating the filing fee only. The filing fee was calculated
assuming the payment by Actel Corporation of $5.25 in cash, without interest,
for each of the aggregate of 4,530,184 issued and outstanding shares of common
stock, par value of $0.10 per share, of GateField Corporation, for a total
consideration of $23,783,466. (the "Total Consideration"). The payment of the
filing fee, calculated in accordance with Regulation 240.0-11 under the
Exhange Act of 1934, equals one-fiftieth of one percent of the Total
Consideration.
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/X/ Check the box if any part of the fee is offset as provided by Exchange
Act 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: $4,576.69
Form or Registration No.: Schedule 13E-3
Filing Party: Idanta Partners Ltd.
Date Filed: July 10, 2000
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INTRODUCTION
This Schedule 13E-3 Transaction Statement (this "Transaction Statement") is
being filed by GateField Corporation, a Delaware corporation ("GateField"),
Actel Corporation, a California corporation ("Actel"), and GateField Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of Actel
("Merger Sub"), in connection with the proposed (i) the merger of Merger Sub
with and into GateField (the "Merger") pursuant to that certain Agreement and
Plan of Merger and Reorganization, dated as of May 24, 2000 (the "Merger
Agreement"), by and among Actel, GateField, and Merger Sub.
Under the terms of the Merger Agreement, Merger Sub will merge with and into
GateField and each of the issued and outstanding shares of GateField common
stock will be canceled and automatically converted into a right to receive $5.25
in cash, without interest. Additionally, each option to purchase shares of
GateField common stock will be converted into an option to purchase a certain
number of shares of Actel common stock. As a result of the Merger, GateField
will become a wholly-owned subsidiary of Actel.
This Transaction Statement is being filed with the Securities and Exchange
Commission concurrently with the filing of a definitive proxy statement (the
"Proxy Statement") filed by GateField with the Securities and Exchange
Commission pursuant to Regulation 14A under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"). A copy of the Proxy Statement is attached
to this Transaction Statement as Exhibit (a)(1). All information set forth in
the Proxy Statement is hereby incorporated by reference in this Transaction
Statement in response to all or some of the items set forth in Schedule 13E-3
under the Exchange Act. The responses set forth below are qualified in their
entirety by reference to the information set forth in the Proxy Statement and
the exhibits thereto. Capitalized terms used but not otherwise defined in this
Transaction Statement shall have the respective meanings ascribed thereto in the
Proxy Statement.
ITEM 2. SUBJECT COMPANY INFORMATION.
(f) Prior Stock Purchases
Between August 2, 1999 and September 24, 1999, Actel purchased an
aggregate of 61,900 shares of GateField Common Stock in the open market
at prices ranging from $3.9375 to $6.50 per share. The weighted average
purchase price was $5.90 per share.
ITEM 16. EXHIBITS
99.(a)(1) Proxy Statement for Special Meetings of Stockholders of
GateField Corporation, dated October 10, 2000, as filed by GateField with the
Securities and Exchange Commission pursuant to Regulation 14A under the
Exchange Act.
(c)(1) Opinion of Needham & Company, dated May 23, 2000, (included as
Annex II to the Proxy Statement filed as Exhibit (a)(1)).
(c)(2) Presentation by Needham & Company to the Board of Directors of
GateField Corporation, dated May 23, 2000.
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
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<S> <C> <C>
Subject Company:
GATEFIELD CORPORATION
By: /s/ TIMOTHY SAXE
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Name: Timothy Saxe
Title: President and Chief Executive Officer
Date: October 10, 2000
Additional Filing Persons:
ACTEL CORPORATION
By: /s/ JOHN C. EAST
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Name: John C. East
Title: President and Chief Executive Officer
Date: October 10, 2000
GATEFIELD ACQUISITION CORPORATION
By: /s/ DAVID VAN DE HEY
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Name: David Van De Hey
Title: President and Chief Executive Officer
Date: October 10, 2000
</TABLE>
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