SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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June 2, 2000
Date of Report (Date of earliest event reported)
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ACTEL CORPORATION
(Exact name of registrant as specified in its charter)
California 0-21970 77-0097724
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
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)
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Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Matters.
Prosys
On June 2, 2000, Actel Corporation ("the Company" or "Actel") and
Prosys Technology, Inc., a California corporation ("Prosys"), entered into an
Agreement and Plan of Reorganization, pursuant to which Actel acquired Prosys by
statutory merger. As consideration, Actel paid $6.9 million, the source of which
was working capital, and issued 220,518 shares of Actel Common Stock, which were
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933,
as amended (the "Securities Act"). Additional consideration of up to 159,795
shares of Actel Common Stock may be issued following the achievement of certain
milestones over the next 18 months. Actel also assumed all options to purchase
Prosys common stock, which became options to purchase 294,000 shares of Actel
Common Stock. Actel expects to file a registration statement on Form S-8 under
the Securities Act for the shares of Actel Common Stock issuable with respect to
the assumed Prosys options within the next 45 days.
GateField
On May 24, 2000, Actel and GateField Corporation, a Delaware
corporation ("GateField"), Idanta Partners, Ltd ("Idanta"), and GateField
Acquisition Corporation ("Merger Sub") entered into an Agreement and Plan of
Merger. Merger Sub is a wholly-owned subsidiary of Actel that was incorporated
solely for the purpose of consummating the proposed merger of Merger Sub with
and into GateField, as a result of which GateField would become a wholly-owned
subsidiary of Actel (the "Merger"). In the Merger, Actel would pay cash
consideration of $5.25 per share of GateField Common Stock not already owned by
Actel (approximately 4.5 million shares). Actel would also assume all
outstanding GateField stock options. The merger is subject to several
conditions, including approval by GateField's stockholders at a special meeting.
On May 31, 2000, GateField, Actel, Idanta, and Merger Sub entered into
an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement").
Under the Merger Agreement, Idanta and Actel are required to vote all of their
shares of GateField Common Stock for approval of the Merger, which in the
aggregate represent approximately 34.6% of the shares of GateField Common Stock
outstanding.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
The following exhibits are filed as part of, or incorporated by
reference into, this Current Report on Form 8-K:
10.1 Agreement and Plan of Reorganization by and between Actel
Corporation and Prosys Technology, Inc., Jung-Cheun "Frank"
Lien, Sheng "Jason" Feng, Chung Sun, Eddy Huang, and Nan
Horng Yeh dated as of June 2, 2000 (the "Prosys Agreement").
10.2 Amended And Restated Agreement and Plan of Merger by and
among Actel Corporation, GateField Acquisition Corporation,
and GateField Corporation dated as of May 31, 2000 (filed as
Annex I to GateField Corporation's Definitive Proxy
Statement on Schedule 14A (File No. 0-13244) on June 9,
2000, and incorporated herein by this reference).
Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and
schedules to the Prosys Agreement have been omitted. The Registrant hereby
agrees to furnish supplementally a copy of any omitted exhibit or schedule to
the Securities and Exchange Commission upon request. The omitted exhibits and
schedules are listed below:
Exhibit A Form of Investor Representation Statement
Exhibit B Form of Legal Opinion of Counsel to Actel
Exhibit C Form of Legal Opinion of Counsel to Prosys
Schedule 2.1(a) Customers with Refund and Set-off Rights
Schedule 2.2(a) Stockholder List
Schedule 2.2(b) Option List
Schedule 2.4 Governmental and Third Party Consents
Schedule 2.5 Prosys Financials
Schedule 2.6 Undisclosed Liabilities
Schedule 2.7 No Changes
Schedule 2.8 Tax Returns and Audits
Schedule 2.10(a) Leased Real Property
Schedule 2.10(b) Liens on Property
Schedule 2.11(a) Intellectual Property
Schedule 2.11(b) Intellectual Property Licenses
Schedule 2.11(d) Beta Software
Schedule 2.12(a) Agreements, Contracts and Commitments
Schedule 2.12(b) Breaches
Schedule 2.13 Interested Party Transactions
Schedule 2.15 Litigation
Schedule 2.19 Brokers/Finders Fees; Expenses of Transaction
Schedule 2.20(b) Employee Benefit Plans and Employees
Schedule 2.20(d) Employee Plan Compliance
Schedule 2.20(g) Post Employment Obligations
Schedule 2.20(h)(i) Effect of Transaction
Schedule 2.20(h)(ii) Excess Parachute Payments
Schedule 2.20(j) Labor
Schedule 4.1 Conduct of the Business
Schedule 5.10 Prosys Affiliate List
Schedule 6.2(c) Third Party Consents Required of Actel
Schedule 6.3(c) Third Party Consents Required of Prosys
SIGNATURES
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 hereunto duly authorized.
ACTEL CORPORATION
June 17, 2000 By: /s/ Henry L. Perret
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Henry L. Perret
Vice President of Finance
and Chief Financial Officer
