[ACTEL LOGO OMITTED]
ACTEL CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on May 19, 2000
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Actel
Corporation, a California corporation (the "Company"), will be held on May 19,
2000, at 9:00 a.m. PDT in the Press Room at Embassy Suites, 2885 Lakeside Drive,
Santa Clara, California 95054, for the following purposes:
1. To elect directors to serve until the next Annual Meeting of
Shareholders and until their successors are elected.
2. To approve the Company's 1986 Incentive Stock Option Plan as amended
and restated to increase the number of shares reserved for issuance
under the Plan by 5,000 and to extend the term of the Plan from March
2004 to February 2010.
3. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 2000.
4. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Only shareholders of record at the close of business on March 27,
2000, are entitled to notice of and to vote at the Annual Meeting.
All shareholders are cordially invited to attend the Annual Meeting in
person. However, to ensure your representation at the Annual Meeting, you are
urged to sign and return the enclosed Proxy as promptly as possible in the
postage-prepaid, self-addressed envelope enclosed for that purpose. Any
shareholder attending the Annual Meeting may vote in person even if such
shareholder has returned a proxy.
BY ORDER OF THE BOARD OF DIRECTORS
David L. Van De Hey
Secretary
Sunnyvale, California
March 31, 2000
<PAGE>
ACTEL CORPORATION
--------------------------------------
PROXY STATEMENT FOR
2000 ANNUAL MEETING OF SHAREHOLDERS
The enclosed Proxy is solicited on behalf of the Board of Directors of
Actel Corporation, a California corporation (the "Company"), for use at the
Annual Meeting of Shareholders to be held on Friday, May 19, 2000, at 9:00 a.m.
PDT, and at any adjournments thereof, for the purposes set forth herein and in
the accompanying Notice of Annual Meeting of Shareholders. The Annual Meeting
will be held in the Press Room at Embassy Suites, 2885 Lakeside Drive, Santa
Clara, California 95054. The telephone number at that address is (408) 496-6400.
These proxy solicitation materials were mailed on or about April 7,
2000, to all shareholders entitled to vote at the Annual Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
Record Date
Holders of record of the Company's Common Stock at the close of
business on March 27, 2000 (the "Record Date"), are entitled to notice of and to
vote at the Annual Meeting. At the Record Date, 23,028,365 shares of the
Company's Common Stock were issued and outstanding.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by (i) delivering to the Secretary
of the Company a written notice of revocation or a duly executed proxy bearing a
later date or (ii) attending the Annual Meeting and voting in person. The
principal executive offices of the Company are located at 955 East Arques
Avenue, Sunnyvale, California 94086. The Company's telephone number at that
address is (408) 739-1010.
Voting and Solicitation
Each shareholder is entitled to one vote for each share held on all
matters.
This solicitation of proxies is made by the Company and all related
costs will be borne by the Company. In addition, the Company may reimburse
brokerage firms and other persons representing beneficial owners of shares for
their expenses in forwarding solicitation material to such beneficial owners.
Original solicitation of proxies by mail may be supplemented by telephone,
telefacsimile, or personal solicitation, without payment of additional
compensation, by directors, officers, or regular employees of the Company.
Required Vote
The quorum required to conduct business at the Annual Meeting or any
adjournments thereof is a majority of the shares of Common Stock issued and
outstanding on the Record Date. If a quorum is present, the five candidates
receiving the highest number of affirmative votes shall be elected directors;
votes against any candidate and votes withheld have no legal effect. The
affirmative vote of the majority of the shares represented and "entitled to
vote" are required to approve Proposal No. 2 (Approval of Amended and Restated
1986 Incentive Stock Option Plan). On every other proposal set forth herein, the
affirmative vote of the majority of the shares represented at the Annual Meeting
and "voting" is required for approval.
Although there is no definitive California statute or case law as to
the proper treatment of abstentions and broker nonvotes, the Company believes
that both abstentions and broker nonvotes should be counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
The Company also believes that neither abstentions nor broker nonvotes should be
counted for purposes of determining the total number of shares represented and
"voting" on each matter for which that is the required vote of the shareholders.
The Company further believes that abstentions should be counted, but broker
non-votes should not be counted, for purposes of determining the total number of
shares represented and "entitled to vote" on each matter for which that is the
required vote of the shareholders. In the absence of controlling precedent to
the contrary, the Company intends to treat abstentions and broker nonvotes in
the manner described in this paragraph.
Deadline for Receipt of Shareholder Proposals
Proposals of shareholders of the Company that are intended to be
presented by such shareholders at the Company's 2001 Annual Meeting of
Shareholders must be received by the Company no later than December 8, 2000, in
order to be considered for inclusion in the proxy statement and form of proxy
relating to that meeting.
Share Ownership
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock by each person who is
believed by the Company to have owned beneficially more than five percent of the
outstanding shares of the Company's Common Stock as of the Record Date:
Amount and
Nature of
Beneficial Percent of
Name and Address of Beneficial Owner Ownership Class (1)
- ---------------------------------------------- ------------- ----------
James E. Crabbe............................... 1,998,408 (2) 8.8%
121 SW Morrison, Suite 1400
Portland, Oregon 97204
Mellon Financial Corporation.................. 1,947,474 (3) 8.5%
One Mellon Center
Pittsburgh, Pennsylvania 12528
Thomson Horstmann & Bryant, Inc............... 1,242,450 (4) 5.4%
Park 80 West, Plaza Two
Saddle Brook, New Jersey 07663
(1) Calculated as a percentage of shares of Common Stock outstanding as of
the Record Date.
(2) As reported by the beneficial owner as of December 31, 1999, in a
Schedule 13G (Amendment No. 1) filed with the Securities and Exchange
Commission ("SEC") and dated February 9, 2000. The reporting person
beneficially owns 545,000 shares of Common Stock as trustee of the
James E. Crabbe Revocable Trust, and may also exercise dispository
discretion over 1,453,408 shares and voting discretion over 1,341,908
shares of Common Stock held within client accounts managed by the
reporting person's employer, Crabbe Huson Group, Inc., which is an
investment adviser registered under Section 203 of the Investment
Advisers Act of 1940. As reported in a Schedule 13G (Amendment No. 3)
filed with the SEC and dated February 2, 2000, Crabbe Huson Group, Inc.
has shared voting power with respect to 1,341,908 shares and shared
dispositive power with respect to 1,453,408 shares of Common Stock.
Crabbe Huson Group, Inc. does not directly own any shares of Common
Stock and disclaims beneficial ownership of all shares owned by each of
its clients and employees and also disclaims that a "group" within the
meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934
("Exchange Act") has been or will be formed.
(3) As reported by the beneficial owner as of December 31, 1999, in a
Schedule 13G filed with the SEC and dated January 27, 2000. The
reporting person has sole voting power with respect to 738,900 shares,
shared voting power with respect to 135,900 shares, sole dispositive
power with respect to 1,653,374 shares, and shared dispositive power
with respect to 294,100 shares of Common Stock. All of the shares are
beneficially owned by the reporting person and direct or indirect
subsidiaries in their various fiduciary capacities. As a result,
another entity in every instance is entitled to dividends or proceeds
of sale. The reporting person, on behalf of itself and its direct and
indirect subsidiaries, including Mellon Bank, N.A., disclaims
beneficial ownership of any such shares for the purposes of Section
13(d) or 13(g) of the Exchange Act.
(4) As reported by the beneficial owner as of December 31, 1999, in a
Schedule 13G (Amendment No. 1) filed with the SEC and dated January 11,
2000. The reporting person, which is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, has sole
voting power with respect to 738,900 shares of Common Stock, shared
voting power with respect to 28,000 shares of Common Stock, and sole
dispositive power with respect to 1,242,450 shares of Common Stock.
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
Nominees
A board of five directors is to be elected at the Annual Meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for the Company's nominees named below. If any nominee of the Company is
unable or declines to serve as a director at the time of the Annual Meeting, the
proxies will be voted for any nominee who shall be designated by the present
Board of Directors to fill the vacancy. The Company is not aware of any nominee
who will be unable or will decline to serve as a director. The term of office of
each person elected as a director will continue until the next Annual Meeting
and until a successor has been elected.
The Board of Directors recommends that shareholders vote "FOR" the
nominees listed below:
<TABLE>
<CAPTION>
Director
Name of Nominee Age Principal Occupation Since
- ------------------------------------- ----- ---------------------------------------- --------
<S> <C> <C>
John C. East......................... 55 President and Chief Executive Officer 1988
Actel Corporation
Jos C. Henkens (1)(2)................ 47 General Partner 1988
Advanced Technology Ventures
Jacob S. Jacobsson (2)............... 46 President and Chief Executive Officer 1998
SCS Corporation
Frederic N. Schwettmann (1)(2)....... 60 Retired 1990
Robert G. Spencer (1)................ 56 Principal 1989
The Spencer Group
<FN>
- -----------------------------------------
(1)......Member of Audit Committee.
(2)......Member of Compensation Committee.
</FN>
</TABLE>
Mr. East has served as President, Chief Executive Officer, and a
director of the Company since December 1988. Mr. East also serves, at the
Company's request, as a director of Adaptec, Inc. and SCS Corporation, a private
company located in San Diego.
Mr. Henkens has been a director of the Company since April 1988. He
also served as a director of the Company from October 1985 to July 1986. Mr.
Henkens has been a general partner of Advanced Technology Ventures, a venture
capital firm, for the past five years. Mr. Henkens also serves as a director of
Credence Systems Corporation, Objectshare, Inc., and various private companies.
Mr. Jacobsson has been a director of the Company since May 1998. He has
been President, Chief Executive Officer, and a director of SCS Corporation, a
privately-held, fabless semiconductor company in the Radio Frequency
Identification area, for the past five years. Mr. Jacobsson also serves as a
director of another private company.
Mr. Schwettmann has been a director of the Company since April 1990. He
is retired. Mr. Schwettmann was President, Chief Operating Officer, and a
director of Read-Rite Corporation, the leading independent supplier of thin-film
magnetic recording heads for Winchester disk drives, from May 1993 until
September 1997. From June 1990 to May 1993, Mr. Schwettmann served on the
Company's Board of Directors as the representative of Hewlett-Packard Company,
where he was Vice President and General Manager of the Circuit Technologies
Group. Mr. Schwettmann also serves as a director of SDL Incorporated.
Mr. Spencer has been a director of the Company since February 1989. He
has been the principal of The Spencer Group, a consulting firm, for the past
five years.
There is no family relationship between any director or executive
officer of the Company and any other director or executive officer of the
Company.
Board Meetings and Committees
During the Company's 1999 fiscal year, which ended January 2, 2000, the
Board of Directors held four meetings, the Board's Audit Committee held three
meetings, and the Board's Compensation Committee held two meetings. No director
attended fewer than 75% of the aggregate of (i) the number of meetings of
regularly scheduled and special meetings of the Board of Directors and (ii) the
total number of meetings held by all committees of the Board of Directors on
which he served.
The Audit Committee, which currently consists of Messrs. Henkens,
Schwettmann, and Spencer, reviews the results and scope of the audit and other
services provided by the Company's independent auditors. The Compensation
Committee, which currently consists of Messrs. Henkens, Jacobsson, and
Schwettmann, approves salary, benefit, and incentive compensation matters. The
Board of Directors does not have a nominating committee or a committee
performing the functions of a nominating committee.
Director Compensation
Cash Compensation
Directors who are not employees of the Company receive compensation for
their services as directors at the rate of $1,500 per Board meeting attended and
$1,000 per committee meeting attended. In addition, nonemployee directors
receive an annual retainer of $12,000. Directors are also reimbursed for
reasonable out-of-pocket expenses incurred in the performance of their duties.
1993 Directors' Stock Option Plan
The Company's 1993 Directors' Stock Option Plan (the "Director Plan")
provides for the grant of nonstatutory stock options to nonemployee directors of
the Company. If the Company's nominees are elected, four of the Company's
directors (Messrs. Henkens, Jacobsson, Schwettmann, and Spencer) will be
eligible to receive option grants under the Director Plan.
PROPOSAL NO. 2 -- APPROVAL OF AMENDED AND RESTATED
1986 INCENTIVE STOCK OPTION PLAN
General
The Company's 1986 Incentive Stock Option Plan (the "Option Plan") was
approved by the Board of Directors in January 1986 and by the shareholders in
May 1986. Since then, the Board and the Company's shareholders have approved
numerous amendments to the Option Plan, including increases in the number of
shares of Common Stock issuable under the Option Plan.
The Option Plan provides for the granting to employees of incentive
stock options within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and for the granting of nonstatutory options to
employees, consultants (including sales representatives), and directors. See
"Certain Federal Income Tax Information" below for information concerning the
tax treatment of both incentive stock options and nonstatutory stock options. At
December 31, 1999, options to purchase a total of 3,831,497 shares of Common
Stock had been exercised and not repurchased; options to purchase a total of
4,471,415 shares were outstanding at a weighted average exercise price of $12.90
per share; and 4,590 shares remained available for future option grants under
the Option Plan. See "Amended Plan Benefits" below for disclosure regarding the
approximate dollar value and number of options to purchase shares that were
allocated to officers and employees under the Option Plan in 1999.
Shareholder approval is hereby being sought for approval of the Option
Plan as amended and restated by the Board of Directors on February 18, 2000, to
increase the number of shares reserved for issuance under the Plan by 5,000 and
to extend the term of the Plan from March 2004 to February 2010. The Board
believes that extension of the Option Plan will provide an adequate reserve of
shares for future issuance under the Option Plan, which is necessary to enable
the Company to compete successfully with other companies to attract and retain
valuable employees.
The Board of Directors recommends that shareholders vote "FOR" the
amendment to the Option Plan. An abstention will have the same effect as a vote
against approval of the proposed Option Plan amendments.
Summary of the Option Plan
The Option Plan is not a qualified deferred compensation plan under
Section 401(a) of the Code, and it is not subject to the Employee Retirement
Income Security Act of 1974, as amended.
The essential features of the Option Plan, as amended and restated, are
summarized below. This summary does not purport to be complete and is subject
to, and qualified by, reference to all provisions of the Option Plan, a copy of
which will be provided to you free of charge upon request.
Purposes
The purposes of the Option Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to provide
additional incentive for employees and consultants of the Company, and to
promote the success of the Company's business.
Administration
The Option Plan may be administered by different bodies with respect to
optionees who are directors, officers who are not directors, and employees of
the Company who are neither officers nor directors. With respect to the grant of
options to employees who are also officers and directors, subject to Section 16
of the Exchange Act, the Option Plan shall be administered by (i) the Board of
Directors of the Company, provided that the Board may do so in compliance with
Rule 16b-3 promulgated under the Exchange Act, or (ii) a committee designated by
the Board and constituted in such a manner as to comply with Rule 16b-3. With
respect to grants to employees or consultants who are neither officers nor
directors of the Company, the Option Plan shall be administered by the Board or
by a committee of the Board. The Option Plan is currently administered by the
Compensation Committee of the Board.
The administrators of the Option Plan have full power to select, from
among the employees and consultants of the Company eligible for awards, the
individuals to whom awards will be granted, to make any combination of awards to
any participant, and to determine the specific terms of each grant, subject to
the provisions of the Option Plan. The interpretation and construction of any
provision of the Option Plan by the administrators shall be final and
conclusive. Members of the Board receive no additional compensation for their
services in connection with the administration of the Option Plan.
Eligibility
The Option Plan provides that options may be granted to employees
(including officers and directors who are also employees) and consultants of the
Company or its parent, if any, or subsidiary. Incentive stock options may only
be granted to employees. The Board of Directors or its committee selects the
individuals to whom options will be granted and determines the number of shares
to be represented by each option as well as the terms thereof.
Grant Limitation
The Option Plan limits the number of shares that may be granted to an
employee under the Option Plan to 500,000 in any fiscal year. This limit is
subject to appropriate adjustment in the event of stock splits, reverse stock
splits, and the like. The purpose of this limit, which is intended to comply
with Section 162(m) of the Code and the regulations thereunder, is to preserve
the Company's ability to deduct in full any compensation expense related to
employee stock options.
Stock Options
Each option granted under the Option Plan is to be evidenced by a
written stock option agreement between the Company and the optionee and is
subject to the following additional terms and conditions:
Exercise of the Option. The Board or its committee determines
on the date of grant when options become exercisable. An option is
exercised by giving written notice of exercise to the Company
specifying the number of full shares of Common Stock to be purchased
and tendering payment of the purchase price to the Company. The
acceptable methods of payment for shares issued upon exercise of an
option are set forth in the option agreement and may consist of (i)
cash, (ii) check, (iii) promissory note, (iv) shares of Common Stock,
(v) the delivery of a properly executed exercise notice together with
such other documentation as the Board and the broker, if applicable,
shall require to effect an exercise and delivery to the Company the
amount of sale or loan proceeds required to pay the exercise price,
(vi) any combination of the foregoing methods, or (vii) such other
consideration and method of payment permitted under applicable law.
Exercise Price. The exercise price of options granted under
the Option Plan is determined on the date of grant. In the event of the
grant of a nonstatutory option below the fair market value, the
difference between fair market value on the date of grant and the
exercise price would be treated as a compensation expense for
accounting purposes and would therefore affect the Company's earnings.
In the case of options granted to an employee who at the time of grant
owns more than 10% of the voting power of all classes of stock of the
Company or any parent or subsidiary, the exercise price must be at
least 110% of the fair market value per share of the Common Stock at
the time of grant. The exercise price of incentive stock options must
be at least 100% of the fair market value per share at the time of
grant.
The fair market value of a share of Common Stock shall be the
closing sales price for such stock as quoted on the Nasdaq National
Market on the date of grant. If the Common Stock of the Company is
traded on Nasdaq (but not on the Nasdaq National Market) or regularly
quoted by a recognized securities dealer, but selling prices are not
reported, the fair market value of a share of Common Stock of the
Company shall be the mean between the bid and asked prices for the
Common Stock on the date of grant.
Termination. If the optionee's employment or consulting
relationship with the Company is terminated for any reason (other than
death or total and permanent disability), options may be exercised
within 30 days (or such other period of time not exceeding three months
as is determined by the Board or its committee) after such termination
as to all or part of the shares as to which the optionee was entitled
to exercise at the date of such termination, provided that the option
is exercised no later than its expiration date.
Disability. If an optionee is unable to continue his or her
employment or consulting relationship with the Company as a result of
total and permanent disability, options may be exercised at any time
within six months (or such other period of time not exceeding 12 months
as is determined by the Board or its committee) from the date of
disability to the extent such options were exercisable at the date of
disability, provided that the option is exercised no later than its
expiration date.
Death. If an optionee dies while serving as an employee or
consultant of the Company, options become fully vested may be exercised
at any time within 12 months after the date of death by the optionee's
estate or a person who acquired the right to exercise the option by
bequest or inheritance, provided that the option is exercised no later
than its expiration date.
Term and Termination of Options. At the time an option is
granted, the Board or its committee determines the period within which
the option may be exercised. The form of option agreement provides that
options granted under the Option Plan expire 10 years from the date of
grant. In no event may the term of an incentive stock option be longer
than 10 years. No option may be exercised by any person after the
expiration of its term. An incentive stock option granted to an
optionee who, at the time such option is granted, owns more than 10% of
the voting power of all classes of stock of the Company may not have a
term of more than five years.
Nontransferability of Options. An option is not transferable
by the optionee, other than by will or the laws of descent and
distribution, and is exercisable during the optionee's lifetime only by
the optionee.
Other Provisions. The option agreement may contain such other
terms, provisions, and conditions not inconsistent with the Option Plan
as may be determined by the Board or its committee.
Stock Subject to the Option Plan
The Option Plan provides that the aggregate number of shares that may
be optioned and sold under the Plan is increased annually on the first day of
each fiscal year by such amount as is necessary to make the total number of
shares available for grant under the Option Plan equal to 5% of the Company's
Common Stock issued and outstanding at the close of business on the last day of
the immediately preceding fiscal year (the "Annual Replenishment"). Following
the Annual Replenishment on January 3, 2000, a total of 9,391,410 shares of
Common Stock were reserved for issuance under the Option Plan, of which
1,121,121 shares were available for future option grants (including 885,781
shares available for issuance as incentive stock options).
Adjustments; Dissolutions; Mergers and Asset Sales
In the event any change, such as a stock split or dividend, is made in
the Company's capitalization that results in an increase or decrease in the
number of outstanding shares of Common Stock without receipt of consideration by
the Company, an appropriate adjustment shall be made in the number of shares
under the Option Plan and the price per share covered by each outstanding
option.
In the event of the proposed dissolution or liquidation of the Company,
all outstanding options will terminate immediately prior to the consummation of
such proposed action. However, the Board may, in its discretion, make provision
for accelerating the exercisability of shares subject to options under the
Option Plan in the event of such a proposed dissolution or liquidation.
In the event of the merger of the Company with or into another
corporation or a proposed sale of all or substantially all of the assets of the
Company, each outstanding option shall be assumed or substituted by the
successor corporation. However, if a successor does not so assume or substitute,
each participant shall have the right to exercise the option as to all shares
subject to such option, including shares as to which the option would not
otherwise be exercisable.
Amendment and Termination
The Board may amend the Option Plan at any time or from time to time or
may terminate the Option Plan without approval of the shareholders, except that
shareholder approval is required for any amendment to the Option Plan requiring
shareholder approval under applicable law as in effect at the time. However, no
action by the Board of Directors or shareholders may alter or impair any option
previously granted under the Option Plan. The Board may accelerate the vesting
of any option or waive any condition or restriction pertaining to such option at
any time. The Board may also substitute new stock options for previously granted
stock options, including previously granted stock options having higher option
prices, and may reduce the exercise price of any option to the then-current fair
market value if the fair market value of the Common Stock covered by such option
shall have declined since the date the option was granted. Unless further
extended or earlier terminated, the Option Plan shall terminate on February 18,
2010. Any options outstanding under the Option Plan at the time of its
termination shall remain outstanding until they expire by their terms.
Certain Federal Income Tax Information
An optionee who is granted an incentive stock option will not recognize
taxable income either at the time of grant or exercise, although the exercise
may subject the optionee to the alternative minimum tax. Upon the sale or
exchange of the shares more than two years after grant of the option and one
year after exercise, any gain or loss will be treated as long-term capital gain
or loss. If these holding periods are not satisfied, the optionee will recognize
ordinary income at the time of sale or exchange equal to the difference between
the exercise price and the lower of (i) the fair market value of the shares at
the date of the option exercise and (ii) the sale price of the shares.
An optionee will not recognize any taxable income at the time he or she
is granted a nonstatutory option. However, upon its exercise, the optionee will
recognize taxable income generally measured as the excess of the then fair
market value of the shares purchased over the purchase price. Any taxable income
recognized in connection with an option exercise by an optionee who is also an
employee of the Company will be subject to tax withholding by the Company. Upon
resale of such shares by the optionee, any difference between the sales price
and the optionee's purchase price, to the extent not recognized as taxable
income as described above, will be treated as long-term or short-term capital
gain or loss, depending on the holding period. The Company will be entitled to a
tax deduction in the same amount as the ordinary income recognized by an
optionee with respect to shares acquired upon exercise of an option.
The foregoing summary of the federal income tax consequences of Option
Plan transactions is based upon federal income tax laws in effect on the date of
this Proxy Statement. This summary does not purport to be complete, and does not
discuss foreign, state, or local tax consequences.
The following table summarizes the approximate dollar value and number
of options to purchase shares that were allocated pursuant to the Option Plan in
the last completed fiscal year to (i) the executive officers named in the
Summary Compensation Table, (ii) all executive officers as a group, and (v) all
employees who are not executive officers as a group. Only directors who are also
executive officers of the Company are eligible to receive options under the
Option Plan.
Amended Plan Benefits
1986 Incentive Stock
Option Plan (1)
------------------------
Number
of Option
Dollar Shares
Name and Position Value (2) Granted
- ------------------------------------------------------ ---------- ----------
John C. East ......................................... $1,858,750 175,000
Chief Executive Officer and President
Carl N. Burrow ....................................... 536,875 50,000
Vice President of Marketing
Esmat Z. Hamdy ....................................... 573,875 54,000
Senior Vice President of Technology and Operations
Paul V. Indaco ....................................... 1,919,063 180,000
Vice President of Sales
Fares N. Mubarak ..................................... 536,875 50,000
Vice President of Engineering
Executive Officer Group (10 Persons) ................. 9,067,232 894,314
Non-Executive Officer Employee Group ................. 8,162,455 975,241
(1) Future benefits under the Option Plan are not determinable because the
value of options depends on the market price of the Company's Common
Stock on the date of grant. In addition, grants of options under the
Option Plan are at the discretion of the Company's Board of Directors.
(2) Indicates the difference between the exercise price of the options
granted and $24.00, the closing price of the Company's Common Stock on
December 31, 1999, the last business day in fiscal 1999.
PROPOSAL NO. 3 -- RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP to audit the
financial statements of the Company for the current fiscal year, which ends
December 31, 2000. The Board of Directors recommends that shareholders vote
"FOR" ratification of the selection of Ernst & Young LLP as the Company's
independent auditors. In the event of a negative vote, the Board will reconsider
its selection.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting, will have the opportunity to make a statement if they so desire,
and are expected to be available to respond to appropriate questions.
OTHER INFORMATION
Security Ownership of Management
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of the Record Date by (i)
each director, (ii) each officer named in the Summary Compensation Table, and
(iii) all directors and officers as a group:
<TABLE>
<CAPTION>
Shares Percentage
Beneficially Beneficially
Name Owned (1) Owned (2)
- --------------------------------------------------------------------- ------------- ------------
<S> <C> <C> <C>
John C. East (3)..................................................... 273,588 1.19%
Carl N. Burrow (4)................................................... 17,219 *
Esmat Z. Hamdy (5)................................................... 56,117 *
Jos C. Henkens (6)................................................... 21,922 *
Paul V. Indaco (7)................................................... 37,413 *
Jacob S. Jacobsson (8)............................................... 7,500 *
Fares N. Mubarak (9)................................................. 37,508 *
Frederic N. Schwettmann (10)......................................... 27,500 *
Robert G. Spencer (10)............................................... 36,166 *
All Directors and Executive Officers as a Group (14 persons) (11).... 653,598 2.84%
<FN>
* Less than one percent.
(1) Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the persons and entities named in
the table have sole voting and sole investment power with respect to
all shares of Common Stock beneficially owned.
(2) Calculated as a percentage of shares of Common Stock outstanding as of
the Record Date.
(3) Includes 189,363 shares issuable pursuant to stock options that are
exercisable within 60 days after the Record Date.
(4) Includes 17,219 shares issuable pursuant to stock options that are
exercisable within 60 days after the Record Date.
(5) Includes 17,062 shares issuable pursuant to stock options that are
exercisable within 60 days after the Record Date.
(6) Includes 18,125 shares issuable pursuant to stock options that are
exercisable within 60 days after the Record Date.
(7) Includes 35,000 shares issuable pursuant to stock options that are
exercisable within 60 days after the Record Date.
(8) Includes 7,500 shares issuable pursuant to stock options that are
exercisable within 60 days after the Record Date.
(9) Includes 37,508 shares issuable pursuant to stock options that are
exercisable within 60 days after the Record Date.
(10) Includes 27,500 shares issuable pursuant to stock options that are
exercisable within 60 days after the Record Date.
(11) Includes 468,013 shares issuable pursuant to stock options that are
exercisable within 60 days after the Record Date.
</FN>
</TABLE>
Certain Transactions
On February 3, 2000, David L. Van De Hey, the Company's Vice President
& General Counsel, exercised options to purchase 34,952 shares of Common Stock
and, as permitted under the Option Plan, tendered a promissory note for payment
of the $367,674.25 purchase price. The promissory note is a full-course
obligation secured by the shares purchased. The note has a three-year term and
bears interest at the rate of 6.11% per annum, compounded semiannually.
Executive Compensation
Summary of Officer Compensation
The following table sets forth information concerning the compensation
of the five mostly highly compensated executive officers who were serving as
executive officers of the Company at the end of the last completed fiscal year:
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table (1)
Long Term
Compensation
------------
Annual Compensation Awards
---------------------------------------- ------------
Other Annual Underlying
Name and Principal Position Year Salary Bonus (2) Compensation Options
- --------------------------------------------------- ----- --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
John C. East ...................................... 1999 $351,700 $163,960 $ 0 175,000
President and Chief Executive Officer .......... 1998 328,468 92,643 0 120,000
1997 319,731 36,323 0 90,000
Carl N. Burrow .................................... 1999 235,813 91,118 0 50,000
Vice President of Marketing .................... 1998 218,750 51,975 0 108,333
1997 144,995 42,225 5,750 9,342
Esmat Z. Hamdy .................................... 1999 268,443 98,731 0 54,000
Senior Vice President of Technology & Operations 1998 237,975 55,787 0 65,000
1997 212,908 21,517 0 23,700
Paul V. Indaco .................................... 1999 210,897 79,172 46,103 (4) 180,000
Vice President of Sales
Fares N. Mubarak .................................. 1999 238,000 97,824 0 50,000
Vice President of Engineering .................. 1998 187,500 44,550 0 115,003
1997 137,497 16,448 0 8,000
- -------------------------------------------------------
<FN>
(1) Except as set forth in this table, there was no reportable compensation
awarded to, earned by, or paid to the named executive officers in 1999.
(2) Part of the 1999 bonus was paid in January 2000.
(3) Other compensation in 1997 related to car allowance.
(4) Other compensation in 1999 related to car allowance and a hiring bonus.
</FN>
</TABLE>
<PAGE>
Option Grants
The following table sets forth certain information with respect to
stock options granted during 1999 to each of the executive officers named in the
Summary Compensation Table:
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Potential Realizable Value at Assumed
Annual Rates of Stock Price Appreciation
Individual Grants (1) for Option Term (2)
----------------------------------------------- -----------------------------------------
% of Total
Options
Number of Granted to
Securities Employees Per Share
Underlying in Fiscal Exercise Expiration
Name Options (3) Year Price Date 0% 5% 10%
- ------------------------------------ ----------- ------- ----------- -------- ------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John C. East........................ 100,000 (4) 4.32% $ 13.063 03/01/09 $ 0 $ 821,494 $ 2,081,826
15,000 (5) 0.65% 14.750 07/01/09 0 139,143 352,616
60,000 (6) 2.59% 13.563 08/06/09 0 511,763 1,296,908
Carl N. Burrow...................... 30,000 (4) 1.29% 13.063 03/01/09 0 246,448 624,548
20,000 (6) 0.86% 13.563 08/06/09 0 170,588 432,303
Esmat Z. Hamdy...................... 30,000 (4) 1.29% 13.063 03/01/09 0 246,448 624,548
4,000 (5) 0.17% 14.750 07/01/09 0 37,105 94,031
20,000 (6) 0.86% 13.563 08/06/09 0 170,588 432,303
Paul V. Indaco...................... 140,000 (7) 6.04% 13.063 03/01/09 0 1,150,091 2,914,557
25,000 (5) 1.08% 14.750 07/01/09 0 231,905 587,693
15,000 (6) 0.65% 13.563 08/06/09 0 127,941 324,227
Fares N. Mubarak.................... 30,000 (4) 1.29% 13.063 03/01/09 0 246,448 624,548
20,000 (6) 0.86% 13.563 08/06/09 0 170,588 432,303
- -------------------------------------------------------
<FN>
(1) The exercise price of these options is equal to the fair market value
of the Company's Common Stock on the date of grant. The options expire
10 years from the date of grant, are not transferable by the optionee
(other than by will or the laws of descent and distribution), and are
exercisable during the optionee's lifetime only by the optionee. To the
extent exercisable at the time of termination, options may be exercised
within 30 days following termination of the optionee's employment with
the Company, unless termination is the result of total and permanent
disability, in which case the options may be exercised at any time
within six months following termination, or unless termination is the
result of death, in which case the options become fully vested and may
be exercised at any time within 12 months following death by the
optionee's estate or a person who acquired the right to exercise the
option by bequest or inheritance.
(2) The 0%, 5%, and 10% assumed annual rates of appreciation are mandated
by the rules of the SEC and do not represent the Company's estimate or
projection of future Common Stock prices. The "potential realizable
value" at the assumed rates of appreciation was calculated using the
applicable exercise price as the base.
(3) Options vest and are fully exercisable upon an "involuntary
termination" of employment other than for "cause" following a "change
of control" of the Company.
(4) Option began vesting on March 1, 1999 and vests 6.25% quarterly until
March 1, 2003.
(5) Option vests and is exercisable 100% six months following a "change of
control" of the Company.
(6) Option began vesting August 1, 1999 and vests 50% on August 1, 2001,
then quarterly at a rate of 6.25% until August 1, 2003.
(7) Option began vesting March 1, 1999 and vests 25% on March 1, 2000, then
quarterly at a rate of 6.25% until March 1, 2003.
</FN>
</TABLE>
<PAGE>
Option Values
The following table sets forth certain information concerning the
number of options exercised during 1999 by the executive officers named in the
Summary Compensation Table, as well as the number and aggregate value of shares
covered by both exercisable and unexercisable stock options held by such
executive officers as of January 2, 2000, the end of the fiscal year.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
Number of Securities Underlying Value of Unexercised
Unexercised Options at Fiscal In-the-Money Options at Fiscal
Year-End Year-End (1)
-------------------------- --------------------------
Shares
Acquired Value Not Not
Name On Exercise Realized (2) Exercisable Exercisable Exercisable Exercisable
- -------------------- ----------- ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
John C. East ....... 66,386 $ 616,969 219,364 441,250 $2,851,487 $4,998,109
Carl N. Burrow ..... 1,900 23,156 30,913 143,958 357,909 1,694,135
Esmat Z. Hamdy ..... 34,450 342,906 18,438 160,641 181,008 1,850,340
Paul V. Indaco ..... 0 0 0 180,000 0 1,919,063
Fares N. Mubarak ... 0 0 38,686 144,399 425,061 1,701,214
- -------------------------------------------------------
<FN>
(1) Calculated on the basis of the difference between the closing market
price as of the fiscal year end ($24.00) and the exercise price.
(2) Calculated on the basis of the difference between the closing market
price as of the exercise date and the exercise price, or in the case
where the exercised option is sold on the same day, the difference
between the sale price and the exercise price.
</FN>
</TABLE>
<PAGE>
Change-in-Control Arrangements
The Company and its executive officers have entered into Management
Continuity Agreements, which are designed to ensure continued service in the
event of a "change of control." Each Agreement provides for accelerated vesting
of an officer's stock options outstanding at the time of a change in control if
the officer dies or in the event of an "involuntary termination" of the
officer's employment other than for "cause" following the change of control.
The Board of Director's Compensation Committee has granted to the
Company's executive officers options that vest six months after a "change of
control." These options are intended to approximate the benefit that the
executive officers would receive if they were eligible under the Company's
Employee Retention Plan. The Employee Retention Plan provides that all Company
employees other than executive officers who hold unvested stock options under
the Option Plan as of the date of any "change of control" of the Company shall
receive, upon remaining in the employ of the Company for six months following
the date of such change of control (or earlier, if terminated other than for
"cause" prior to the end of such six month period), an amount equal to one-third
of the aggregate "spread" on their unvested options as of the date of such
change of control. Payment shall be made in common stock of the acquirer. For
this purpose, the "spread" is defined as the difference between the
change-of-control price and the option exercise price.
"Change of control" is defined as (i) acquisition by any person of
beneficial ownership of more than 30% of the combined voting power of the
Company's then-outstanding securities; (ii) a change of the majority of the
Board of Directors within a two-year period; (iii) the consummation of a merger
or consolidation of the Company with any other corporation that has been
approved by the shareholders of the Company, other than a merger or
consolidation that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent at least 50% of
the total voting power represented by the voting securities of the Company or
the surviving entity outstanding immediately after such merger or consolidation;
or (iv) approval by the shareholders of the Company of a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.
Compensation Committee Report
The following report is provided to shareholders by the members of the
Compensation Committee of the Board of Directors.
Background
Since the Company's incorporation in 1986, the Compensation Committee,
which is a standing committee of the Board of Directors, has been primarily
responsible for establishing and reviewing the Company's management compensation
policies. Since the Company's initial public offering in August 1993, the
Compensation Committee has formally administered the Company's management
compensation policies and plans, including the 1986 Incentive Stock Option Plan
and the 1993 Employee Stock Purchase Plan. The Compensation Committee has the
same authority as the Board to act on all compensation matters, except for
actions requiring shareholder approval or related to the compensation of
directors.
No member of the Compensation Committee is a former or current officer
or employee of the Company. The current members of the Compensation Committee
are Jos C. Henkens, Jacob S. Jacobsson, and Frederic N. Schwettmann. Mr. Henkens
has been a member of the Compensation Committee since 1986, Mr. Jacobsson since
1998, and Mr. Schwettmann since 1993. Meetings of the Compensation Committee are
attended by the Company's Vice President of Human Resources or Finance, who
provides background and market information and makes executive compensation
recommendations but does not vote on any matters before the Compensation
Committee.
Compensation Policy
There are three major elements of the Company's executive compensation
program. The first element is annual cash compensation in the form of base
salary and incentive bonuses. The second element is long-term incentive stock
options, which are designed to align compensation incentives with shareholder
goals. The third element is compensation and employee benefits generally
available to all employees of the Company, such as the 1993 Employee Stock
Purchase Plan, health insurance, and a 401(k) plan.
The Compensation Committee establishes the compensation of each officer
principally by considering the average compensation for officers in similar
positions with 20 companies in the semiconductor, software, and CAE industries
that have annual revenues between $100 million and $999 million (the "Reference
Group"). The purpose of monitoring the Reference Group is to provide a stable
and continuing frame of reference for compensation decisions. Most of the
companies in the Reference Group are included in the Nasdaq Electronic Component
Stocks index (see "Company Stock Performance" below). The composition of the
Reference Group is subject to change from year to year based on the Committee's
assessment of comparability, including the extent to which the Reference Group
reflects changes occurring within the Company and in the industry as a whole.
The Company's policy is to have officer compensation near the average of the
Reference Group.
After analyzing Reference Group base salaries as compared with salaries
of the Company's officers, the Compensation Committee determines an annual
salary increase budget. In August 1999, the Committee approved base salary
increases averaging approximately 6% for the Company's officers. The salary
increase budget is then allocated among officers on the basis of individual
performance (during the preceding 12 months) against objectives related to their
respective areas of responsibility. Performance objectives are proposed by
individual officers, negotiated by the executive staff, and approved by the
Compensation Committee with the advice of the Chief Executive Officer.
Under the Company's Executive Bonus Plan for 1999, incentive cash
payments were based on the Company's revenues and profits, the achievement of
corporate goals, and the growth of the Company relative to its principal
competitors. The revenue and profitability objectives were established in the
Plan on a sliding scale, so that the percentage achievement of each was
determinable objectively at the end of the year. The corporate goals for 1999
included engineering, selling, marketing, operational, and financial objectives,
which were weighted in the order indicated. The engineering objectives included
silicon, software, and process goals. The selling objectives included sales and
design win goals. The marketing objectives included training, sales collateral,
and product planning goals. The operational and financial objectives included
gross margin, cost reduction, and customer service goals. The revenue,
profitability, and corporate goals were given equal (33.3%) weight under the
Executive Bonus Plan. This measure of performance was then to be multiplied by
the target bonus under the Plan, which was 50% of base salary for each officer
(other than the Chief Executive Officer). This, in turn, was then subject to a
"competitive adjustment" multiple, which ranged from 70% to 150% and was also
determinable objectively at the end of the year. In 1999, the Company achieved
116% of the revenue objective and 130% of the profitability objective (which
equal 38.7% and 43.3%, respectively, after applying the 33.3% weighting factor).
In January 1999, the Compensation Committee determined that the Company had
achieved 76% of the corporate goals, which equals 25.3% after applying the 33.3%
weighting factor. The sum of these three weighted numbers is 107.3%, which
equals 53.7% after applying the 50% target under the Plan. In 1999, the
"competitive adjustment" multiple was 70% because the Company lost market share
to all three of its major competitors. The result was bonus payments to officers
(other than the Chief Executive Officer) for 1999 that averaged approximately
37.6% of base salary. Estimated bonuses were paid under the Executive Bonus Plan
in December 1999, and the balance was paid in January 2000. The Committee
believes the bonus amount for 1999 was reasonable in light of the Company's
operating results.
The Company believes that executive officers should hold substantial,
long-term equity stakes in the Company so that the interests of executive
officers will coincide with the interests of the shareholders. As a result,
stock or stock options constitute a significant portion of the compensation paid
by the Company to its officers. After analyzing the practices of the Reference
Group, the Compensation Committee determines an annual budget for option grants
to the Company's employees and officers. In granting stock options to officers,
the Compensation Committee considers a number of factors, such as the officer's
position, responsibility, and equity interest in the Company, and evaluates the
officer's past performance and future potential to influence the long-term
growth and profitability of the Company. After taking these considerations into
account, the Compensation Committee in 1999 granted the options to purchase
shares of Common Stock to Messrs. East, Burrow, Hamdy, Indaco, and Mubarak shown
on the "Option Grants" table. All of such options were granted at the value of
the Company's Common Stock on the date of grant.
Compensation of Chief Executive Officer
The Compensation Committee generally uses the same factors and criteria
described above in making compensation decisions regarding the Chief Executive
Officer. In 1999, Mr. East's annual base salary was adjusted from $343,122 to
$363,709, an increase of 6%. Mr. East's 1999 bonus was determined under the
Company's Executive Bonus Plan in the manner described above (except that his
target bonus is equal to 60% of his base salary) and resulted in a payment of
$163,960, or approximately 45.1% of his base salary.
Deductibility of Executive Compensation
Beginning in 1994, the Code limited the federal income tax
deductibility of compensation paid to the Company's chief executive and to each
of the other four most highly compensated executive officers. For this purpose,
compensation can include, in addition to cash compensation, the difference
between the exercise price of stock options and the value of the underlying
stock on the date of exercise. The Company may deduct compensation with respect
to any of these individuals only to the extent that during any fiscal year such
compensation does not exceed $1 million or meets certain other conditions (such
as shareholder approval). Considering the Company's current compensation plans
and policy, the Company and the Compensation Committee believe that, for the
near future, there is little risk that the Company will lose any significant tax
deduction relating to executive compensation. If the deductibility of executive
compensation becomes a significant issue, the Company's compensation plans and
policy will be modified to maximize deductibility if the Company and the
Compensation Committee determine that such action is in the best interests of
the Company.
Jos C. Henkens
Jacob S. Jacobsson
Frederic N. Schwettmann
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is an officer or employee of
the Company or any of its subsidiaries, and no officer or employee of the
Company or any of its subsidiaries has served as a member of the Compensation
Committee since the Company's initial public offering.
Company Stock Performance
The following graph shows a comparison of cumulative total return for
the Company's Common Stock, The Nasdaq Stock Market (US), and Nasdaq Electronic
Component Stocks. In preparing the graph, it was assumed that (i) $100 was
invested on December 31, 1994, in the Company's Common Stock, The Nasdaq Stock
Market (US), and Nasdaq Electronic Component Stocks and (ii) all dividends were
reinvested.
Comparison of Cumulative Total Return
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Nasdaq Stock Market.................. $100 $141 $174 $213 $300 $542
Nasdaq Electronic Components Stocks.. $100 $166 $286 $300 $464 $910
Actel Corporation.................... $100 $130 $288 $153 $242 $291
</TABLE>
The closing price of the Company's Common Stock on December 31, 1999, was
$24.00. The closing price of the Company's Common Stock on March 31, 2000, was
$35.6875.
<PAGE>
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company, all directors, officers, and beneficial
owners of more than ten percent of Common Stock of the Company filed with the
SEC on a timely basis all reports required by Section 16(a) of the Exchange Act
during the Company's most recent fiscal year.
OTHER MATTERS
The Company knows of no other matters to be submitted to the Annual
Meeting. If any other matters properly come before the Annual Meeting, it is the
intention of the persons named in the enclosed proxy card to vote the shares
they represent as the Board of Directors may recommend.
BY ORDER OF THE BOARD OF DIRECTORS
David L. Van De Hey
Secretary
Dated: March 31, 2000
THE COMPANY WILL MAIL WITHOUT CHARGE TO ANY SHAREHOLDER UPON WRITTEN REQUEST A
COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JANUARY 2,
2000, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULE AND A LIST OF EXHIBITS.
REQUESTS SHOULD BE SENT TO INVESTOR RELATIONS, ACTEL CORPORATION, 955 EAST
ARQUES AVENUE, SUNNYVALE, CALIFORNIA 94086-4533.
<PAGE>
ACTEL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
May 19, 2000
9:00 a.m. Pacific Daylight Time
Press Room
Embassy Suites
2885 Lakeside Drive
Santa Clara, CA 95054
PROXY
This proxy is solicited by the Board of Directors for use at the annual Meeting
on May 19, 2000. The shares of stock you hold in your account or in a dividend
reinvestment account will be voted as you specify below.
If no choice is specified, the proxy will be voted "FOR" Items 1, 2, and 3.
By signing the proxy, you revoke all prior proxies and appoint John C. East and
Jos C. Henkens, and each of them, with full power of substitution, to vote your
shares on the mattes shown on the verse side and any other matters which may
come before the Annual Meeting and all adjournments.
See reverse for voting instructions.
<PAGE>
The Board of Directors Recommends a Vote FOR Items 1, 2, and 3.
1. Election of Directors: 01 John C. East
02 Jos C. Henkens
03 Jacob S. Jacobsson
04 Frederic N. Schwettmann
05 Robert G. Spencer
-- Vote FOR all nominees -- Vote WITHHELD from all nominees
(Instructions: To withhold authority to
vote for any indicated nominee, write
the number(s) of the nominee(s) in the -----------------------------------
box provided to the right.)
2. To approve the Company's 1986 Incentive -- FOR -- AGAINST -- ABSTAIN
Stock Option Plan as ammended and
restated to increase the number of
shares reserved for issuance under the
Plan by 5,000 and to extend the
term of the Plan from March 2004 to
February 2010.
3. To ratify the appointment of Ernst & -- FOR -- AGAINST -- ABSTAIN
Young LLP as the Company's independent
auditors.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
Address Change? Mark Box --
Indicate changes below:
Date:
---------------------------------
----------------------------------------
----------------------------------------
Signature(s) in Box.
Please sign exactly as your name(s)
appear on Proxy. If held in joint
tenancy, all persons must sign.
Trustees, administrators, etc., should
include title and authority.
Corporations should provide full name of
corporation and title of authorized
officer signing the proxy.
