As filed with the Securities and Exchange Commission on August 2, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ACTEL CORPORATION
(Exact name of Registrant as specified in its charter)
CALIFORNIA 77-0097724
(State of Incorporation) (I.R.S. Employer Identification Number)
955 E. Arques Ave.
Sunnyvale, CA 94086
(Address of principal executive offices)
PROSYS TECHNOLOGY, INC. 1998 STOCK OPTION PLAN
ACTEL CORPORATION 1995 EMPLOYEE AND CONSULTANT STOCK PLAN
(Full title of the Plans)
John C. East
President and Chief Executive Officer
ACTEL CORPORATION
955 E. Arques Ave.
Sunnyvale, CA 94086
(408) 739-1010
(Name, address and telephone number of agent for service)
Copies to:
HENRY P. MASSEY, JR. ESQ.
Peter S. Heinecke, ESQ.
ARMEN S. MARTIN, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
<S> <C> <C> <C> <C>
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par value, subject
to issuance under Prosys Technology, 293,997 shares $ 33.3125 (2) $ 9,793,775 $ 2,586
Inc. 1998 Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par value, subject
to issuance under the Actel Corporation 219,500 shares $ 33.3125 (2) $7,312,094 $ 1,930
1995 Employee and Consultant Stock Plan
======================================== ========================= ====================== ====================== ===================
Total 513,497 shares (1) $ 33.3125 (2) $17,105,869 $ 4,516
======================================== ========================= ====================== ====================== ===================
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement is the number
of shares subject to options currently issued and outstanding under the
Prosys Technology, Inc. 1998 Stock Option Plan and the Actel Corporation
1995 Employee and Consultant Stock Plan. Actel Corporation (the
"Registrant") acquired all of the outstanding capital stock of Prosys
Technology, Inc. ("Prosys") on June 8, 2000 (the "Prosys Acquisition").
Pursuant to the terms of the Prosys Acquisition, the Registrant assumed
all outstanding options to purchase Prosys Common Stock under the Prosys
1998 Stock Option Plan (the "Assumed Options"), and such options became
options to purchase the Registrant's Common Stock, subject to certain
adjustments as to number of shares and exercise price.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended (the "Act") solely for the purpose of calculating the
total registration fee. Computation based upon the average of the high
and low prices of the Common Stock as reported on the Nasdaq National
Market on July 28, 2000, because the prices at which the options to be
granted in the future may be exercised, and the prices at which shares
will be purchased in the future, are not currently determinable.
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PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 INFORMATION INCORPORATED BY REFERENCE
The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference:
Item 3(a)
The Registrant's Annual Report on Form 10-K filed on April 3,
2000, which contains audited financial statements for the Registrant's
fiscal year ended January 2, 2000, the latest fiscal year for which
such statements have been filed.
Item 3(b)
The Registrant's Quarterly Report on Form 10-Q filed on May
17, 2000, which contains unaudited financial statements for the
Registrant's quarter year ended April 2, 2000, the latest fiscal period
for which such statements have been filed.
The Registrant's Current Report on Form 8-K filed on June 19,
2000.
Item 3(c)
Items 1 and 2 of the Registrant's Registration Statement on
Form 8-A declared effective on August 2, 1993, pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be part hereof from the date of
filing of such documents.
Item 4 DESCRIPTION OF SECURITIES
Not Applicable.
Item 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the California General Corporation Law, the Registrant
has included in its Articles of Incorporation a provision to eliminate the
personal liability of its directors for monetary damages for breach or alleged
breach of their fiduciary duties as directors, subject to certain exceptions. In
addition, the Bylaws of the Registrant provide that the Registrant is required
to indemnify its officers and directors under certain circumstances, including
those circumstances in which indemnification would otherwise be discretionary,
and the Registrant is required to advance expenses to its officers and directors
as incurred in connection with proceedings against them for which they may be
indemnified. The Registrant has entered into indemnification agreements with its
officers and directors containing provisions that are in some respects broader
than the specific indemnification provisions contained in the California General
Corporation Law. The indemnification agreements may require the Registrant,
among other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and to obtain directors' and
officers' insurance if available on reasonable terms. At present, the Registrant
is not aware of any pending or threatened litigation or proceeding involving a
director, officer, employee or agent of the Registrant in which indemnification
would be required or permitted. The Registrant believes that its charter
provisions and indemnification agreements are necessary to attract and retain
qualified persons as directors and officers.
Item 7 EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8 EXHIBITS
Exhibit Number Document
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4.1 Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 2.2 to Registrant's Form
S-1 (file No. 33-64704) declared effective on August 2, 1993)
5.1 Opinion of Counsel as to Legality of Securities Being
Registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors (see page
7).
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
25.1 Power of Attorney (see page 6).
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Item 9 UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Actel Corporation, a corporation organized and existing under
the laws of the State of California, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, State of
California, on August 2, 2000.
ACTEL CORPORATION
By: /s John C. East
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John C. East
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John C. East and David L. Van de Hey,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ John C. East President, Chief Executive Officer (Principal August 2, 2000
--------------------------- Executive Officer), and Director
(John C. East)
/s/ Henry L. Perret Vice President of Finance and Chief Financial August 2, 2000
--------------------------- Officer (Principal Financial and Accounting
(Henry L. Perret) Officer)
/s/ Jos C. Henkens Director August 2, 2000
---------------------------
(Jos C. Henkens)
/s/ Jacob S. Jacobsson Director August 2, 2000
---------------------------
(Jacob S. Jacobsson)
/s/ Frederic N. Schwettman Director August 2, 2000
---------------------------
(Frederic N. Schwettman)
/s/ Robert G. Spencer Director August 2, 2000
---------------------------
(Robert G. Spencer)
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1998 Stock Option Plan of Prosys Technology, Inc., and
the 1995 Employee and Consultant Stock Plan of Actel Corporation, of our report
dated January 21, 2000, except for the second paragraph of Note 15, as to which
the date is March 31, 2000, with respect to the consolidated financial
statements of Actel Corporation incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1999, and the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG
San Jose, California
August 1, 2000
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Exhibit 5.1
August 2, 2000
Actel Corporation
955 E. Arques Avenue
Sunnyvale, CA 94086
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about August 2, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 440,018 shares of your Common Stock, par
value $0.01 per share (the "Shares") reserved for issuance under the Prosys
Technology, Inc. 1998 Stock Option Plan and your 1995 Employee and Consultant
Stock Plan (collectively, the "Plans"). As legal counsel for Actel Corporation,
a California corporation, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
issuance and sale of the Shares pursuant to the Plans.
It is our opinion that, when issued and sold in the manner described in
the Plans and pursuant to the agreements which accompany each grant under the
Plans, the Shares will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
