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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November 15, 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 (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
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)
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Item 2. Acquisition or Disposition of Asserts.
On November 15, 2000, Actel Corporation, a California corporation
("Actel"), completed its acquisition of GateField Corporation, a Delaware
corporation ("GateField"). The acquisition occurred pursuant to an Amended and
Restated Agreement and Plan of Merger by and among Actel, GateField, Idanta
Partners, Ltd., a Texas limited partnership ("Idanta"), and GateField
Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of
Actel ("Merger Sub"), dated May 31, 2000 (the "Merger Agreement"). The execution
of the Merger Agreement was reported by Actel in a Current Report on Form 8-K
filed with the Securities and Exchange Commission on June 17, 2000. Under the
Merger Agreement, Idanta and Actel were required to vote all of their shares of
GateField Common Stock for approval of the acquisition, which in the aggregate
represented approximately 34.6% of the shares of GateField Common Stock
outstanding. GateField stockholders approved the transaction at a special
meeting held on November 10, 2000.
The acquisition was consummated by means of a merger of Merger Sub with
and into GateField, as a result of which GateField became a wholly-owned
subsidiary of Actel (the "Merger"). In connection with the Merger, Actel paid
cash consideration of $5.25 for each share of GateField Common Stock not already
owned by Actel (approximately 4.6 million shares) and assumed all outstanding
GateField stock options. The purchase price was negotiated at arm's length by
Actel and GateField and at the time represented a significant premium over the
trading price of GateField's Common Stock. Actel used available cash to fund the
acquisition.
Prior to its acquisition, GateField designed, developed, and
manufactured high-density field programmable gate array devices and related
development software and marketed embedded programmable logic solutions based on
flash technology.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
The required financial statements will be filed by amendment of this
Current Report on Form 8-K not later than 60 days after the date hereof.
(b) Pro Forma Financial Information.
The required pro forma financial information will be filed by amendment
of this Current Report on Form 8-K not later than 60 days after the date hereof.
(c) Exhibits.
The following exhibits are filed as part of, or incorporated by
reference into, this Current Report on Form 8-K:
10.1 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).
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
November 30, 2000 By: /s/ Henry L. Perret
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Henry L. Perret
Vice President of Finance
and Chief Financial Officer
