As filed with the Securities and Exchange Commission on February 2, 1999.
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-------------------------
ACTEL CORPORATION
(Exact name of Registrant as specified in its charter)
California 77-0097724
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
955 E. Arques Ave.
Sunnyvale, CA 94086
(Address of principal executive offices
)
-------------------------
1986 INCENTIVE STOCK OPTION PLAN
1993 DIRECTORS' STOCK OPTION PLAN
1993 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
-------------------------
John C. East
President and Chief Executive Officer
ACTEL CORPORATION
955 E. Arques Ave.
Sunnyvale, CA 94086
(408) 739-1010
(Name, address and telephone number of agent for service)
-------------------------
Copies to:
HENRY P. MASSEY, JR. ESQ.
PETER S. HEINECKE, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- ------------------------------------- ----------------------- -------------------- ------------------- -----------------
<S> <C> <C> <C> <C> <C>
Common Stock, $0.001 par value, to 2,781,488 shares $ 17.969(2) $ 49,980,558 $ 13,895
be issued under 1986 Incentive
Stock Option Plan
Common Stock,$0.001 par value, to 127,500 shares $ 17.969(2) 2,291,048 637
be issued under 1993 Directors'
Stock Option Plan
Common Stock,$0.001 par value, to 2,119,680 shares $ 17.969(2) 38,088,530 10,589
be issued under 1993 Employee Stock
Purchase Plan
- ------------------------------------- ----------------------- -------------------- ------------------- -----------------
Total 5,028,668 shares(1) $ 90,360,136 $ 25,121
===================================== ======================= ==================== =================== =================
<FN>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement is the number
of additional shares authorized to be issued under the 1986 Incentive
Stock Option Plan, the 1993 Directors' Stock Option Plan, and the 1993
Employee Stock Purchase Plan.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended (the "Act") solely for the purpose of calculating the
total registration fee. Computation based upon the average of the high
and low prices of the Common Stock as reported on the Nasdaq National
Market on January 29, 1999 because the prices at which the options to
be granted in the future may be exercised and the prices at which
shares will be purchased in the future are not currently determinable.
</FN>
</TABLE>
2
<PAGE>
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 INFORMATION INCORPORATED BY REFERENCE
The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference:
Item 3(a)
The Registrant's Annual Report on Form 10-K filed on March 31,
1998, which contains audited financial statements for the Registrant's
fiscal year ended December 28, 1997, the latest fiscal year for which
such statements have been filed.
Item 3(b)
The Registrant's Quarterly Report on Form 10-Q filed on May
13, 1998, which contains the Registrant's unaudited financial
statements as of March 29, 1998.
The Registrant's Quarterly Report on Form 10-Q filed on August
17, 1998, which contains the Registrant's unaudited financial
statements as of June 28, 1998.
The Registrant's Quarterly Report on Form 10-Q filed on
November 18, 1998, which contains the Registrant's unaudited financial
statements as of October 4, 1998.
Item 3(c)
Items 1 and 2 of the Registrant's Registration Statement on
Form 8-A declared effective on August 2, 1993, pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be part hereof from the date of
filing of such documents.
Item 4 DESCRIPTION OF SECURITIES
Not Applicable.
Item 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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<PAGE>
Item 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the California General Corporation Law, the Registrant
has included in its Articles of Incorporation a provision to eliminate the
personal liability of its directors for monetary damages for breach or alleged
breach of their fiduciary duties as directors, subject to certain exceptions. In
addition, the Bylaws of the Registrant provide that the Registrant is required
to indemnify its officers and directors under certain circumstances, including
those circumstances in which indemnification would otherwise be discretionary,
and the Registrant is required to advance expenses to its officers and directors
as incurred in connection with proceedings against them for which they may be
indemnified. The Registrant has entered into indemnification agreements with its
officers and directors containing provisions that are in some respects broader
than the specific indemnification provisions contained in the California General
Corporation Law. The indemnification agreements may require the Registrant,
among other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and to obtain directors' and
officers' insurance if available on reasonable terms. At present, the Registrant
is not aware of any pending or threatened litigation or proceeding involving a
director, officer, employee or agent of the Registrant in which indemnification
would be required or permitted. The Registrant believes that its charter
provisions and indemnification agreements are necessary to attract and retain
qualified persons as directors and officers.
Item 7 EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8 EXHIBITS
Exhibit
Number Document
4.1 Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 2.2 to
Registrant's Form S-1 (file No. 33-64704) declared
effective on August 2, 1993).
5.1 Opinion of Counsel as to Legality of Securities Being
Registered.
23.1 Consent of Ernst & Young, LLP Independent Auditors
(see page 7).
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24 Power of Attorney (see page 6).
4
<PAGE>
Item 9 UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Actel Corporation, a corporation organized and existing under the
laws of the State of California, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, State of
California, on February 2, 1999.
ACTEL CORPORATION
February 2, 1999 By: /s/ David L. Van De Hey
-----------------------------------------
David L. Van De Hey
Vice President & General Counsel
and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John C. East and David L. Van de Hey, jointly and
severally, his attorneys-in-fact, each with the power of substitution, for him
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------------ --------------------------------------------------- ----------------
<S> <C> <C>
/s/ John C. East President and Chief Executive Officer (Principal January 22, 1999
- ------------------------------------------ Executive Officer) and Director
(John C. East)
/s/ Henry L. Perret Vice President of Finance and Chief Financial January 22, 1999
- ------------------------------------------ Officer (Principal Financial and Accounting
(Henry L. Perret) Officer)
/s/ Jos C. Henkens Director January 22, 1999
- ------------------------------------------
(Jos C. Henkens)
/s/ Jacob S. Jacobsson Director January 22, 1999
- ------------------------------------------
(Jacob S. Jacobsson)
/s/ Frederic N. Schwettmann Director January 22, 1999
- ------------------------------------------
(Frederic N. Schwettmann)
/s/ Robert G. Spencer Director January 22, 1999
- ------------------------------------------
(Robert G. Spencer)
</TABLE>
6
<PAGE>
CONSENT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1986 Incentive Stock Option Plan, 1993 Directors' Stock
Option Plan and the 1993 Employee Stock Purchase Plan of Actel Corporation of
our report dated January 21, 1998 with respect to the consolidated financial
statements of Actel Corporation incorporated by reference in its Annual Report
(Form 10-K) f for the year ended December 31, 1997 and the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG
San Jose, California
February 2, 1999
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<PAGE>
Exhibit 5.1
February 2, 1999
Actel Corporation
955 E. Arques
Sunnyvale, CA 94086
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission on or about February 1, 1999 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an additional 5,028,668 shares of your
Common Stock (the "Shares") reserved for issuance under the 1986 Incentive Stock
Option Plan, 1993 Directors' Option Plan and the 1993 Employee Stock Purchase
Plan (collectively, the "Plans"). As legal counsel for Actel Corporation, we
have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale and issuance of the
Shares under the Plans.
It is our opinion that, when issued and sold in the manner referred to in the
Plans and pursuant to the respective agreement which accompanies each grant
under the Plans, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments to it.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
8
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