ACTEL CORP
10-Q, 1999-05-19
SEMICONDUCTORS & RELATED DEVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                     --------------------------------------

                                    FORM 10-Q

(Mark One)

     X    QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

          For the quarterly period ended April 4, 1999

                                       OR

          TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

Commission file number 0-21970

                     --------------------------------------

                                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 East Arques Avenue
         Sunnyvale, California                          94086-4533
(Address of principal executive offices)                (Zip Code)

                                 (408) 739-1010
              (Registrant's telephone number, including area code)

                     --------------------------------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.      Yes  X                 No

     Number  of  shares  of  Common  Stock  outstanding  as  of  May  18,  1999:
21,495,646.

<PAGE>


                         PART I -- FINANCIAL INFORMATION

Item 1.       Financial Statements.

                                ACTEL CORPORATION

                        CONSOLIDATED STATEMENTS OF INCOME
               (unaudited, in thousands except per share amounts)

<TABLE>
<CAPTION>

                                                                                       Three Months Ended
                                                                            ----------------------------------------
                                                                              Apr. 4,       Mar. 29,      Jan. 3,
                                                                                1999          1998          1999
                                                                            ------------  ------------  ------------
<S>                                                                         <C>           <C>           <C>         
Net revenues............................................................    $     40,838  $     38,465  $     40,174
Costs and expenses:
   Cost of revenues.....................................................          15,994        15,785        15,797
   Research and development.............................................           8,447         7,250         8,483
   Selling, general, and administrative.................................          10,931        10,581        10,359
                                                                            ------------  ------------  ------------
         Total costs and expenses.......................................          35,372        33,616        34,639
                                                                            ------------  ------------  ------------
Income from operations..................................................           5,466         4,849         5,535
Interest income and other, net..........................................             741           544           565
                                                                            ------------  ------------  ------------
Income before tax provision.............................................           6,207         5,393         6,100
Tax provision...........................................................           1,986         1,780         1,982
                                                                            ------------  ------------  ------------
Net income..............................................................    $      4,221  $      3,613  $      4,118
                                                                            ============  ============  ============
Net income per share:
   Basic................................................................    $       0.20  $       0.17  $       0.20
                                                                            ============  ============  ============
   Diluted..............................................................    $       0.19  $       0.17  $       0.19
                                                                            ============  ============  ============

Shares used in computing net income per share:
   Basic................................................................          21,347        21,163        21,091
                                                                            ============  ============  ============
   Diluted..............................................................          21,673        21,864        22,201
                                                                            ============  ============  ============
</TABLE>

<PAGE>


                                ACTEL CORPORATION

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                                            Apr. 4,       Jan. 3, 
                                                                                              1999          1999
                                                                                          ------------  ------------
                                                                                          (unaudited)         *
                                                      ASSETS
<S>                                                                                       <C>           <C>         
Current assets:
   Cash and cash equivalents...........................................................   $     11,339  $     13,947
   Short-term investments..............................................................         66,069        56,449
   Accounts receivable, net............................................................         21,755        20,820
   Inventories, net....................................................................         24,948        25,669
   Deferred income taxes...............................................................         16,922        18,169
   Other current assets................................................................          4,084         3,458
                                                                                          ------------  ------------
         Total current assets..........................................................        145,117       138,512
Property and equipment, net............................................................         13,917        14,592
Investment in Chartered Semiconductor..................................................         10,680        10,680
Other assets...........................................................................         17,781        15,924
                                                                                          ------------  ------------
                                                                                          $    187,495  $    179,708
                                                                                          ============  ============
                                       LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable....................................................................   $      9,482  $     11,525
   Accrued salaries and employee benefits..............................................          3,127         4,960
   Other accrued liabilities...........................................................          6,864         4,198
   Deferred income.....................................................................         34,345        31,971
                                                                                          ------------  ------------
         Total current liabilities.....................................................         53,818        52,654

Shareholders' equity:
   Common stock........................................................................             21            21
   Additional paid-in capital..........................................................         94,590        92,092
   Accumulated earnings................................................................         38,984        34,763
   Accumulated other comprehensive income..............................................             82           178
                                                                                          ------------  ------------
         Total shareholders' equity....................................................        133,677       127,054
                                                                                          ------------  ------------
                                                                                          $    187,495  $    179,708
                                                                                          ============  ============
- -----------------------------------------------------------
<FN>

    *       The balance sheet at January 3, 1999, has been derived from the audited financial statements at that
            date.  See Notes to Consolidated Condensed Financial Statements.
</FN>
</TABLE>

<PAGE>


                                ACTEL CORPORATION

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            (unaudited, in thousands)

<TABLE>
<CAPTION>
                                                                                              Three Months Ended
                                                                                          ------------  ------------
                                                                                            Apr. 4,       Mar. 29,
                                                                                              1999          1998
                                                                                          ------------  ------------
<S>                                                                                       <C>           <C>         
Operating activities:
   Net income..........................................................................   $      4,221  $      3,613
   Adjustments  to  reconcile  net  income  to net cash  provided  by  operating
     activities:
     Depreciation and amortization.....................................................          2,396         2,423
     Changes in operating assets and liabilities:
       Accounts receivable.............................................................           (935)        3,949
       Inventories.....................................................................            721          (240)
       Other current assets............................................................           (776)       (1,071)
       Accounts payable, accrued salaries and employee benefits, and other accrued
         liabilities...................................................................         (1,210)       (1,968)
       Deferred income.................................................................          2,374          (407)
       Deferred income taxes...........................................................          1,247          (347)
                                                                                          ------------  ------------
   Net cash provided by operating activities...........................................          8,038         5,952
                                                                                          ------------  ------------

Investing activities:
   Purchases of property and equipment.................................................         (1,231)       (1,776)
   Purchases of short-term investments.................................................        (29,148)      (53,882)
   Sales of short-term investments.....................................................         19,432        46,388
   Other assets........................................................................         (2,197)         (125)
                                                                                          ------------  ------------
   Net cash used in investing activities...............................................        (13,144)       (9,395)
                                                                                          ------------  ------------

Financing activities:
   Sale of common stock................................................................          2,498         2,101
                                                                                          ------------  ------------
   Net cash provided by financing activities...........................................          2,498         2,101
                                                                                          ------------  ------------

Net increase (decrease) in cash and cash equivalents...................................         (2,608)       (1,342)
Cash and cash equivalents, beginning of period.........................................         13,947         7,763
                                                                                          ------------  ------------
Cash and cash equivalents, end of period...............................................   $     11,339  $      6,421
                                                                                          ============  ============

Supplemental  disclosures of cash flows  information and non-cash  investing and
   financing activities:
   Cash paid for taxes.................................................................   $        579  $         45

</TABLE>

<PAGE>

                                ACTEL CORPORATION

          Notes to Consolidated Condensed Interim Financial Statements
                                   (unaudited)

1.       Basis of Presentation and Summary of Significant Accounting Policies

         The accompanying  unaudited  consolidated financial statements of Actel
Corporation  (the  "Company")  have been prepared in accordance  with  generally
accepted  accounting  principles for interim financial  information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly,  these
financial  statements  do  not  include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.

         The  consolidated  financial  statements  include  the  accounts of the
Company and its wholly owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.

         The interim financial statements should be read in conjunction with the
audited  financial  statements  included in the Company's  Annual Report on Form
10-K for the year ended January 3, 1999.

         The results of operations for the three months ended April 4, 1999, are
not  necessarily  indicative of results that may be expected for the entire year
ending January 2, 2000.

2.       Recent Accounting Pronouncements

         As of January 4, 1999, the Company adopted  Statement of Position 98-1,
"Accounting  For the  Costs of  Computer  Software  Developed  or  Obtained  For
Internal Use" ("SOP 98-1").  SOP 98-1 provides  guidelines  for  accounting  for
costs of computer software developed for internal use. SOP 98-1 is effective for
financial  statements  for fiscal years  beginning  after December 15, 1998. The
adoption  of SOP 98-1 has not  materially  impacted  the  Company's  results  of
operations or financial position.

         In June 1998, the Financial Accounting Standards Board issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments  and  Hedging  Activities"  ("SFAS  133"),  which is  required to be
adopted  in years  beginning  after June 15,  1999.  The  Company  is  currently
evaluating  the impact that the adoption of SFAS 133 will have on future results
of operations or financial position.

3.       Inventories

         Inventories consist of the following:
<TABLE>
<CAPTION>
                                                                                            Apr. 4,       Jan. 3, 
                                                                                              1999          1999
                                                                                          ------------  ------------
<S>                                                                                       <C>           <C>         
Inventories:
   Purchased parts and raw materials...................................................   $      1,445  $      1,285
   Work-in-process.....................................................................         11,988        12,052
   Finished goods......................................................................         11,515        12,332
                                                                                          ------------  ------------
                                                                                          $     24,948  $     25,669
                                                                                          ============  ============
</TABLE>

         Inventories  are stated at the lower of cost  (first-in,  first-out) or
market  (net  realizable  value).  Given the  volatility  of the  market for the
Company's  products,  the Company makes  inventory  provisions  for  potentially
excess and obsolete  inventory  based on backlog and forecast  demand.  However,
such backlog demand is subject to revisions,  cancellations,  and  rescheduling.
Actual demand will inevitably differ from such backlog and forecast demand,  and
such differences may be material to the financial  statements.  Excess inventory
increases  handling costs and the risk of obsolescence,  is a non-productive use
of  capital  resources,  and  delays  realization  of the price and  performance
benefits associated with more advanced manufacturing processes.

4.       Earnings Per Share

         The  following  table sets forth the  computation  of basic and diluted
earnings  per  share  in  accordance  with  Statement  of  Financial  Accounting
Standards No. 128, "Earnings per Share" ("SFAS 128"):

<TABLE>
<CAPTION>
                                                                                              Three Months Ended
                                                                                          ------------  ------------
                                                                                            Apr. 4,       Mar. 29,
                                                                                              1999          1998
                                                                                          ------------  ------------
                                                                                          (in thousands, except per
                                                                                                share amounts)
<S>                                                                                       <C>           <C>         
Basic:
Average common shares outstanding......................................................         21,347        21,163
Shares used in computing net income per share..........................................         21,347        21,163
                                                                                          ============  ============
Net income.............................................................................   $      4,221  $      3,613
                                                                                          ============  ============
Net income per share...................................................................   $       0.20  $       0.17
                                                                                          ============  ============
Diluted:
Average common shares outstanding......................................................         21,347        21,163
Net effect of dilutive stock options - based on the treasury stock method..............          1,326           701
Shares used in computing net income per share..........................................         22,673        21,864
                                                                                          ============  ============
Net income.............................................................................   $      4,221  $      3,613
                                                                                          ============  ============
Net income per share...................................................................   $       0.19  $       0.17
                                                                                          ============  ============
</TABLE>

<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

Forward-Looking Statements

         All  forward-looking  statements  contained in this Quarterly Report on
Form 10-Q,  including all forward-looking  statements  contained in any document
incorporated  herein  by  reference,  are  made  pursuant  to  the  safe  harbor
provisions of the Public Securities Litigation Reform Act of 1995. Words such as
"anticipates,"  "believes,"  "estimates," "expects," intends," "plans," "seeks,"
and  variations of such words and similar  expressions  are intended to identify
the  forward-looking   statements.   The   forward-looking   statements  include
projections  relating to trends in markets,  revenues,  average  selling prices,
gross margin,  wafer yields,  research and  development  expenditures,  selling,
general,  and administrative  expenditures,  and the Year 2000 compliance issue.
All forward-looking statements are based on current expectations and projections
about the semiconductor  industry and programmable logic market, and assumptions
made by the Company's  management  that reflect its best judgment based on other
factors  currently  known by  management,  but they are not guarantees of future
performance.  Accordingly,  actual events and results may differ materially from
those  expressed or forecast in the  forward-looking  statements due to the risk
factors  identified herein or for other reasons.  Actel undertakes no obligation
to update any  forward-looking  statement contained or incorporated by reference
in this Quarterly Report on Form 10-Q.

Results of Operations

         Net Revenues

         Net revenues  for the first  quarter of fiscal 1999 were a record $40.8
million,  which  represents  an increase of 2% compared  with the  Company's net
revenues for the fourth  quarter of 1998 and an increase of 6% compared with the
Company's net revenues for the first quarter of 1998.

         The increase in sequential  quarterly net revenues  resulted  primarily
from a 8% increase in unit sales of field  programmable  gate arrays  ("FPGAs"),
while the  overall  average  selling  price  (ASP)  declined  by 6%.  The ASP on
commercial products remained flat and the ASP on space and military products was
down about 13% as the mix  changed to include a higher  percentage  of the lower
ASP Rad Tolerant devices.

         The  year-to-year  increase in quarterly  net revenues was driven by an
increase of 21% in unit  shipments,  which was offset by a decline in the ASP of
14%. The decline in the ASP was driven by a higher percentage of shipments of MX
product, coupled with normal average selling price erosion.

         As is typical in the semiconductor industry, the average selling prices
of the Company's products generally decline over the lives of such products.  To
increase  revenues,  the  Company  seeks to  increase  unit  sales  of  existing
products,  principally  by  reducing  prices,  and to  introduce  and  sell  new
products. No assurance can be given that these efforts will be successful.

         Gross Margin

         Gross  margin for the first  quarter of 1999 was a record  60.8% of net
revenues, compared with 60.7% of net revenues for the fourth quarter of 1998 and
59.0% for the first quarter of 1998.

         The  improved  margin  vs.  the  fourth  quarter  of 1998 and the first
quarter of 1998 was driven by a number of items:  continued  reduction  of wafer
costs at all foundries;  improved sort yields, especially on newer products; and
better utilization of manufacturing capacity.

         As is typical in the semiconductor  industry,  margins on the Company's
products often decline as the average  selling prices of such products  decline.
The Company  seeks to offset margin  erosion by reducing  costs and by selling a
higher  percentage of new products,  which tend to have higher margins than more
mature products after satisfactory, sustainable yields are achieved. The Company
seeks to reduce costs by improving wafer yields,  negotiating  price  reductions
with suppliers, increasing the level and efficiency of its testing and packaging
operations,  achieving  economies of scale by means of higher production levels,
and increasing the number of die produced per wafer by shrinking the die size of
its products.  There can be no assurance  that these efforts will be successful.
The ability of the Company to shrink the die size of its FPGAs is  dependent  on
the availability of more advanced manufacturing processes. Because of the custom
steps involved in  manufacturing  antifuse-based  FPGAs,  the Company  typically
obtains access to new  manufacturing  processes later than its competitors using
standard manufacturing processes.

         Research and Development

         Research and  development  expenditures  for the first  quarter of 1999
were $8.4 million, or 21% of net revenues, compared with $8.5 million, or 21% of
net  revenues,  for the  fourth  quarter  of 1998  and $7.3  million,  or 19% of
revenues,  for the first quarter of 1998.  The  increased  spending in the first
quarter of 1999 compared to the first  quarter of 1998 was  primarily  driven by
the need to accelerate the introduction of new products.

         Selling, General, and Administrative

         Selling,  general, and administrative expenses for the first quarter of
1999 were $10.9 million, or 27% of net revenues, compared with $10.4 million, or
26% of net revenues, for the fourth quarter of 1998 and $10.6 million, or 28% of
net revenues, for the first quarter of 1998.

         Selling,  general,  and  administrative  expenses for the first quarter
were in line with the  Company's  expectations.  It was  slightly  higher in the
first quarter of 1999 vs. the fourth  quarter of 1998 due to increased  spending
in  marketing  and  a  settlement   payment  for   terminating  a   distribution
arrangement.  As a percent of sales,  it was slightly  offset due to the revenue
increase in the quarter.

         Interest Income and Other

         Interest  and  other  income  for the first  quarter  of 1999 was $741,
compared to $565 in the fourth quarter of 1998 and $544 for the first quarter of
1998.  Increase was driven  primarily by increased cash, cash  equivalents,  and
short term investments available for investing by the Company.

         Tax Provision

         The  Company's  effective  tax rate for the three months ended April 4,
1999,  was 32.0%  compared with 32.5% for the fourth quarter 0f 1998 and 33% for
the first quarter of 1998.  This rate is based on the estimated  annual tax rate
complying with Statement of Financial  Accounting Standards No. 109, "Accounting
for  Income  Taxes."  This rate  differs  from the  federal  statutory  rate due
primarily  to state  income  taxes (net of federal  benefit),  the  benefits  of
research and development  credits, tax exempt income, and recognition of certain
deferred tax assets subject to valuation allowances as of January 3, 1998.

Liquidity and Capital Resources

         At the end of the first  quarter  of 1999,  the  Company's  cash,  cash
equivalents,  and short-term investments were $77.4 million, compared with $70.4
million at the beginning of fiscal 1999. The amount of cash,  cash  equivalents,
and short-term  investments  increased  principally  because of cash provided by
operations.

         The  Company  believes  that  existing  cash,  cash  equivalents,   and
short-term investments,  together with cash from operations,  will be sufficient
to meet its cash requirements for the foreseeable future. A portion of available
cash may be used for investment in or acquisition of  complementary  businesses,
products, or technologies.

         The  Company  has a  line  of  credit  with a bank  that  provides  for
borrowings  not to exceed  $5,000,000.  The agreement  contains  covenants  that
require  the  Company to  maintain  certain  financial  ratios and levels of net
worth. As of April 4, 1999, the Company was in compliance with the covenants for
the line of credit.  Borrowings  against the line of credit bear interest at the
bank's prime rate. There were no borrowings  against the line of credit at April
4, 1999.  The line of credit,  which  expires in May 2000,  may be terminated by
either party upon not less than thirty days' prior written notice.

         The Company  currently  has no material  financial  obligations  to its
current wafer suppliers. However, wafer manufacturers are increasingly demanding
financial  support from customers in the form of equity  investments and advance
purchase price  deposits,  which in some cases are  substantial.  If the Company
requires  additional   capacity,   it  may  be  required  to  incur  significant
expenditures to secure such capacity.

         The  Company  believes  that the  availability  of  adequate  financial
resources  is  a  substantial   competitive   factor.   To  take   advantage  of
opportunities as they arise, or to withstand adverse business  conditions should
they  occur,  it may  become  prudent  or  necessary  for the  Company  to raise
additional capital.  The Company intends to continue monitoring the availability
and cost of potential capital resources, including equity, debt, and off-balance
sheet financing  arrangements,  and may consider raising  additional  capital on
terms  that are  acceptable  to the  Company.  There  can be no  assurance  that
additional capital will become available on acceptable terms.

Additional Quarterly Information

         The following table presents certain  unaudited  quarterly  results for
each of the eight  quarters in the period ended April 4, 1999. In the opinion of
management,  all  necessary  adjustments  (consisting  only of normal  recurring
accruals)  have been included in the amounts  stated below to present fairly the
unaudited   quarterly   results  when  read  in  conjunction  with  the  audited
consolidated  financial  statements of the Company and notes thereto included in
the  Company's  Annual  Report on Form 10-K for the year ended  January 3, 1999.
These quarterly operating results are not necessarily  indicative of the results
for any future period.

<PAGE>
<TABLE>
<CAPTION>

                                                                             Three Months Ended
                                         -------------------------------------------------------------------------------------------
                                          Apr. 4,     Jan. 3,    Oct. 4,     Jun 28,    Mar. 29,   Dec. 28,   Sept. 28,   June 29,
                                            1999       1999        1998       1998        1998       1997        1997       1997
                                         ----------  ---------  ----------  ----------  ---------  ----------  ---------  ----------
                                                             (unaudited, in thousands except per share amounts)
<S>                                      <C>         <C>        <C>         <C>         <C>        <C>         <C>        <C>       
Statement of Operations Data:
Net revenues..........................   $   40,838  $  40,174  $   38,628  $   37,160  $  38,465  $   37,012  $  38,220  $   40,823
Cost of revenues......................       15,994     15,797      15,245      14,815     15,785      15,287     15,788      16,731
Gross profit..........................       24,844     24,377      23,383      22,345     22,680      21,725     22,432      24,092
Research and development..............        8,447      8,483       7,960       7,527      7,250       6,816      6,641       6,461
Selling, general, and administrative..       10,931     10,359      10,411      10,392     10,581      10,313     10,355      10,394
Income from operations................        5,466      5,535       5,012       4,426      4,849       4,596      5,436       7,237
Net income............................   $    4,221  $   4,118  $    3,837  $    3,419  $   3,613  $    3,382  $   3,921  $    4,934
Net income per share:
  Basic...............................   $     0.20  $    0.20  $     0.18  $     0.16  $    0.17  $     0.16  $    0.19  $     0.24
  Diluted.............................   $     0.19  $    0.19  $     0.18  $     0.16  $    0.17  $     0.16  $    0.18  $     0.23
Shares used in computing net income
  per share:
  Basic...............................       21,347     21,091      21,449      21,288     21,163      21,032     20,956      20,834
  Diluted.............................       22,673     22,201      21,724      21,968     21,864      21,623     22,172      21,890
</TABLE>

<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                         -------------------------------------------------------------------------------------------
                                          Apr. 4,     Jan. 3,    Oct. 4,     Jun 28,    Mar. 29,   Dec. 28,   Sept. 28,   June 29,
                                            1999       1999        1998       1998        1998       1997        1997       1997
                                         ----------  ---------  ----------  ----------  ---------  ----------  ---------  ----------
<S>                                         <C>         <C>        <C>         <C>        <C>         <C>        <C>         <C>   
As a Percentage of Net Revenues:
Net revenues..........................      100.0%      100.0%     100.0%      100.0%     100.0%      100.0%     100.0%      100.0%
Cost of revenues......................       39.2        39.3       39.5        39.9       41.0        41.3       41.3        41.0
Gross margin..........................       60.8        60.7       60.5        60.1       59.0        58.7       58.7        59.0
Research and development..............       20.7        21.1       20.6        20.3       18.9        18.4       17.4        15.8
Selling, general, and administrative..       26.7        25.8       27.0        28.0       27.5        27.9       27.1        25.5
Income from operations................       13.4        13.8       13.0        11.9       12.6        12.4       14.2        17.7
Net income............................       10.3        10.3        9.9         9.2        9.4         9.1       10.3        12.1
</TABLE>


<PAGE>


Year 2000 Risks

         The Year 2000 issue is the result of computer  programs  being  written
using two digits  rather  than four to define the  applicable  year.  Any of the
Company's  computer  programs or hardware that have  date-sensitive  software or
embedded  chips may recognize a date using "00" as the year 1900 rather than the
year 2000.  The failure of internal  systems to correctly  recognize and process
date  information  beyond  the  year  1999  could  result  in   miscalculations,
classification  errors or system  failures that could have a material  impact on
the operations of the Company.

         The  Company's  plan to  resolve  the  Year  2000  issue  involves  the
following    four    phases:    inventory,    assessment,    remediation,    and
testing/implementation.  Based on assessments performed,  the Company determined
that it would be required to upgrade,  modify,  and/or  replace  portions of its
internal  software and certain  internal  hardware so that those  systems  would
properly utilize dates beyond December 31, 1999. The Company presently  believes
that, with  modifications  or replacements of identified  software and hardware,
the  impact  of  the  Year  2000  issue  can  be  mitigated.   However,  if  the
modifications  and replacements are not made on a timely basis, no assurance can
be given that the Company's internal networks, desktops, and test equipment will
be  operational,  or that third party vendors will be able to meet the Company's
production needs.

         The Company has completed its inventory and  assessment of  information
technology ("IT") and non-information  technology  ("Non-IT") systems that could
be significantly  affected by the Year 2000. The assessment  indicated that most
of the  Company's  significant  IT systems could be affected,  particularly  the
order entry,  general ledger,  billing,  and inventory systems.  As a result the
Company has upgraded its Enterprise  Resource Planning (ERP) systems to versions
that are Year 2000  compliant  based on vendor  assurances.  Non-IT systems that
could be affected  include testers and bar-code  devices used in various aspects
of the manufacturing and shipping process.

         Based on a review of its product  lines (FPGA  devices and  programming
software  and  hardware),  the Company has  determined  that the majority of its
products  it has  sold  and  those  it will  continue  to  sell  do not  require
remediation to be Year 2000 compliant. Accordingly, the Company does not believe
that the Year 2000  presents a material  exposure as it relates to the Company's
products.

         With respect to its IT exposure,  to date the Company has completed the
upgrade of its ERP systems  (systems for order entry,  general ledger,  billing,
production tracking, inventory and shipping) by upgrading to Year 2000 compliant
versions.  The  Company  plans to have most of the  remaining  IT systems  fully
tested and  implemented  by June 30,  1999,  with 100%  completion  targeted for
September 30, 1999.

         The remediation of Non-IT systems is significantly  more difficult than
remediation of IT systems due to the dependency on manufacturers for information
on the Year 2000 compliance status of the various  components and products.  The
Company is 50% complete with the remediation  phase of its Non-IT  systems.  The
Company  expects to complete its remediation of Non-IT systems by June 30, 1999.
Testing  and  implementation  of  affected  equipment  is  expected  to be fully
completed until September 30, 1999.

         The  Company  has  queried  all  of  its   significant   suppliers  and
subcontractors ("suppliers") and major distributors. To date, the Company is not
aware  of any  supplier  or  distributor  with  a Year  2000  issue  that  would
materially  impact the Company's  results of operations,  liquidity,  or capital
resources. However, the Company has no means of ensuring that its suppliers will
be Year 2000 ready.  The  inability  of  suppliers  to complete  their Year 2000
compliance process in a timely fashion could materially and adversely impact the
Company by  impeding  the  production  process and the ability of the Company to
fulfill customer  orders.  The failure of distributors due to Year 2000 problems
could  temporarily  reduce or delay the  placement  of orders for the  Company's
products or temporarily inhibit the resale of those products to end customers.

         The Company  will  utilize  both  internal  and  external  resources to
reprogram or replace,  test, and implement the software and embedded systems for
Year 2000  modifications.  To date, the Company has incurred  approximately $0.7
million of  expenses on efforts  directed  solely at Year 2000  compliance.  The
total cost of the Year 2000  project is not  expected to exceed $2.0 million and
is being funded through operating cash flows.

          The  Company is  currently  in the process of  developing  contingency
plans  designed  to deal with Year 2000  issues  that could have a material  and
adverse  effect  on its  business  processes.  The  Company  intends  to  have a
contingency plan in place no later than June 30, 1999.

         Management of the Company believes it has an effective program in place
to resolve  internal  Year 2000  issues in a timely  manner.  Management  of the
Company believes that its most reasonably  likely  worst-case Year 2000 scenario
would involve problems with the systems of external parties rather than with the
Company's  internal systems or its products.  Failure in the systems of external
parties could cause temporary  interruption of supplier deliveries,  orders from
customers or the transportation of shipments to customers.

Other Factors Affecting Future Operating Results

         In  addition  to  the  risk  factors  discussed  below,  the  Company's
operating  results are subject to general  economic  conditions and a variety of
risks  characteristic  of the  semiconductor  industry  (including  booking  and
shipment  uncertainties,  wafer  supply  fluctuations,  and  price  erosion)  or
specific  to the  Company,  any of which  could  cause the  Company's  operating
results to differ materially from past results.  For a discussion of such risks,
see "Risk  Factors" in Part I of the  Company's  Annual  Report on Form 10-K for
1998, which is incorporated herein by this reference.

         One-Time Charge Against Earnings

         On May 5, 1999, the Company announced that it had completed a personnel
reduction of  approximately 6% of its global  workforce.  The reduction in force
was taken in conjunction  with a cutback in or the  elimination of  non-critical
projects,  activities,  and  expenditures.  The Company also  announced  that it
anticipates taking a one-time charge against earnings of up to $4 million in the
second  quarter of 1999 to cover costs  related to the  reductions  and cutbacks
noted.

         Export Controls

         On October 17, 1998,  President Clinton signed Public Law 105-261,  The
Strom Thurmond  National  Defense  Authorization  Act for 1999. The Act requires
that, among other things, communications satellites and related items (including
components) be controlled on the U.S.  Munitions List. The effect of the Act was
to transfer  jurisdiction  over  commercial  communications  satellites from the
Department  of  Commerce to the  Department  of State and to expand the scope of
export  licensing  applicable  to  commercial  satellites.  The  need to  obtain
additional  export  licenses  may cause a delay in the  shipment  of some of the
Company's  FPGAs.  The Company  does not believe that this will have a long-term
effect on the Company's business,  although  significant delays might cause some
customers to seek an alternative solution.

                          PART II -- OTHER INFORMATION

Item 1.       Legal Proceedings

         There are no pending legal  proceedings  of a material  nature to which
the Company is a party or of which any of its property is the subject. There are
no such  legal  proceedings  known  by the  Company  to be  contemplated  by any
governmental authority.

         As it has in the past,  the Company may obtain  licenses  under patents
that it is alleged to infringe. The Company is currently in license negotiations
with  several   companies,   including  two  semiconductor   manufacturers  with
significantly  greater  financial and intellectual  property  resources than the
Company.

Item 6.       Exhibits and Reports on Form 8-K.

         (a)      Exhibits

                  None

         (b)      Reports on Form 8-K

                  None

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                           ACTEL CORPORATION


Date: May 18, 1999                       /s/ Henry L. Perret
                        --------------------------------------------------------
                                           Henry L. Perret
                                      Vice President of Finance
                                     and Chief Financial Officer
                                   (as principal financial officer
                                    and on behalf of Registrant)

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