sc13da206297066_03062009.htm

0000921895-09-000694.txt : 20090309 0000921895-09-000694.hdr.sgml : 20090309 20090309171802 ACCESSION NUMBER: 0000921895-09-000694 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090309 DATE AS OF CHANGE: 20090309 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACTEL CORP CENTRAL INDEX KEY: 0000907687 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770097724 STATE OF INCORPORATION: CA FISCAL YEAR END: 0104 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44993 FILM NUMBER: 09667007 BUSINESS ADDRESS: STREET 1: 2061 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-4655 BUSINESS PHONE: 6503184200 MAIL ADDRESS: STREET 1: 2061 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-4655 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAMIUS LLC CENTRAL INDEX KEY: 0001050154 IRS NUMBER: 133937658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: RAMIUS CAPITAL GROUP LLC DATE OF NAME CHANGE: 20010212 SC 13D/A 1 sc13da206297066_03062009.htm sc13da206297066_03062009.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)1

Actel Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

004934105

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 6, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,988,585
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,988,585
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,988,585
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON PARCHE, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 275,687
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 275,687
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 275,687
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS ENTERPRISE MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 275,687
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 275,687
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 275,687
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 275,687
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 275,687
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 275,687
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RCG STARBOARD ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,264,272
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,264,272
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,264,272
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,264,272
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,264,272
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,264,272
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON C4S & CO., L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,264,272
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,264,272
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,264,272
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON PETER A. COHEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,264,272
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,264,272
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,264,272
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON MORGAN B. STARK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,264,272
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,264,272
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,264,272
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON JEFFREY M. SOLOMON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,264,272
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,264,272
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,264,272
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON THOMAS W. STRAUSS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,264,272
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,264,272
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,264,272
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON JEFFREY C. SMITH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 - *
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 - *
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - *
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

*See Item 5.

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON GAVIN T. MOLINELLI
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 - *
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 - *
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - *
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

*See Item 5.

CUSIP NO. 004934105

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned. This Amendment No. 2 amends the Schedule 13D as specifically set forth.

Item 2.

Identity and Background.

Item 2 is hereby amended to add the following:

In connection with the Settlement Agreement described and defined in Item 4, the Issuer has agreed to appoint Jeffrey C. Smith (“Mr. Smith”) and Gavin T. Molinelli (“Mr. Molinelli”) to the Board. Accordingly, Messrs. Smith and Molinelli are hereby added to the Schedule 13D as Reporting Persons.

(a-c) Mr. Smith is being appointed by the Issuer to serve on the Board pursuant to the Settlement Agreement. Mr. Smith’s principal occupation is serving as a Partner of Ramius and a member of Ramius’ Management Board. The principal business address of Mr. Smith is c/o Ramius LLC, 599 Lexington Ave., 20th Floor, New York, New York 10022.

Mr. Molinelli is being appointed by the Issuer to serve on the Board pursuant to the Settlement Agreement. Mr. Molinelli’s principal occupation is serving as a Vice President of Ramius. The principal business address of Mr. Molinelli is c/o Ramius LLC, 599 Lexington Ave., 20th Floor, New York, New York 10022.

(d) None of Messrs. Smith or Molinelli has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of Messrs. Smith or Molinelli has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Messrs. Smith and Molinelli are citizens of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Value and Opportunity Master Fund and Parche were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase cost of the 2,264,272 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund and Parche is approximately $25,692,000, excluding brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

CUSIP NO. 004934105

On March 6, 2009, the Reporting Persons, Eric J. Zahler (“Mr. Zahler”, and together with the Reporting Persons, the “Ramius Group”) and the Issuer entered into a certain settlement agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Issuer agreed that prior to the time that the Issuer mails its definitive proxy statement for its 2009 annual shareholder meeting (the “2009 Annual Meeting”), but in any event no later than March 23, 2009, the Board and all applicable committees of the Board will take all necessary actions to: (i) increase the size of the Board from six (6) to nine (9) members; (ii) appoint Messrs. Smith, Molinelli and Zahler (the “New Appointees”) to fill the vacancies on the Board; (iii) nominate no more than eight (8) members for election to the Board at the 2009 Annual Meeting; (iv) amend the Bylaws to reduce the size of the Board to eight (8) members effective at the 2009 Annual Meeting; (v) nominate the New Appointees, or any replacement director appointed pursuant to the Settlement Agreement (the “Replacement Appointees,” and together with the remaining New Appointees, the “Ramius Directors”), together with up to five (5) other persons to be included in the Issuer’s slate of nominees for director with terms expiring at the Issuer’s 2010 annual shareholder meeting (the “2010 Annual Meeting”), for election to the Board at the 2009 Annual Meeting; (vi) recommend, and reflect such recommendation in the Issuer’s definitive proxy statement in connection with the 2009 Annual Meeting, that the shareholders of the Issuer vote to elect the Ramius Directors at the 2009 Annual Meeting; (vii) use its reasonable efforts to solicit and obtain proxies in favor of the election of the Ramius Directors at the 2009 Annual Meeting, in the same manner as for the other candidates nominated for election; and (viii) ensure that, while any of the Ramius Directors remains in office, the Ramius Group will have the right to designate at least one Ramius Director to serve on each committee and sub-committee of the Board. The Issuer also agreed to hold the 2009 Annual Meeting on June 5, 2009.

Additionally, the Issuer agreed that if a Ramius Director resigns or is otherwise unable to serve as a director or is removed for cause as a director, the Ramius Group will have the right to designate and substitute a person or persons for appointment to the Board as a replacement director; provided, however, (i) the substitute person designated by the Ramius Group will have experience consistent with the Ramius Director being replaced and (ii) at no point following the appointment of the candidate replacing Mr. Molinelli (as discussed below) will the Ramius Directors consist of more than one (1) affiliate of the Ramius Group.

Further, the Issuer agreed that prior to the 2010 Annual Meeting, it will not (i) increase the size of the Board to more than eight (8) directors or (ii) or take any other action to materially limit or restrict the rights of or time allotted to its shareholders to nominate persons for election to the Board, except as set forth in the Settlement Agreement.

Pursuant to the Settlement Agreement, the Ramius Group agreed (i) to vote, and cause their respective officers, directors, employees and agents to vote, all of the Shares beneficially owned by him or them for each of the Issuer’s nominees for election to the Board and (ii) not to submit any proposals or nominations for election to the Board at the 2009 Annual Meeting. The Ramius Group also agreed that following the appointment of the New Appointees, it will use reasonable efforts to select a candidate to replace Mr. Molinelli to serve on the Board who is not be an affiliate of the Ramius Group and has significant experience in the semiconductor industry, subject to evaluation and approval by the Board’s Nominating Committee, which approval may not be unreasonably withheld. Once the Nominating Committee has approved a candidate selected by the Ramius Group, the Ramius Group will take all necessary action to cause Mr. Molinelli to resign his position as a director.

Except as otherwise permitted by the Settlement Agreement, the Ramius Group agreed not to, and to cause its affiliates and associates under its control or direction not to: (i) solicit proxies or consents to vote any securities of the Issuer or become a participant in any contested solicitation for the election of directors with respect to the Issuer; (ii) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of any Shares or other securities of the Issuer, if such action would result in the Ramius Group beneficially owning more than the greater of (a) 14.9% of the then outstanding Shares, or (b) 0.1% of the then outstanding Shares less than the amount causing the Ramius Group to become an “Acquiring Person” under the Issuer’s Preferred Stock Rights Agreement, dated October 17, 2003; (iii) form, join or in any way participate in any 13(d) group with respect to the Shares (other than a group comprised solely of the Ramius Group); (iv) deposit any Shares in any voting trust or subject any Shares to any arrangement or agreement with respect to the voting of any Shares, other than solely among the Ramius Group; (v) otherwise act, alone or in concert with others to (a) make any public statement critical of the Issuer, its directors or management, or (b) control or seek to control the Board, other than through non public communications with the Issuer’s officers and directors; (vi) make any public announcement with respect to, or offer to effect, seek or propose (with or without conditions) a merger, acquisition, disposition or other business combination involving the Issuer, other than through non public communications with the officers and directors of the Issuer, except that the Ramius Group may announce its opposition to any Board approved proposals related to a merger, acquisition, disposition of all or substantially all of the assets of the Issuer or other business combination involving the Issuer and not supported by Mr. Smith; (vii) seek, alone or in concert with others, (a) to call a meeting of shareholders, (b) representation on the Board, or (c) the removal of any member of the Board; or (viii) publicly disclose any request to amend, waive or terminate any provision of the Settlement Agreement.

CUSIP NO. 004934105

Notwithstanding the foregoing, any member of the Ramius Group, and any affiliate or associate of any such member, will be entitled to: (i) except as set forth above, vote their shares in favor of the election of the Ramius Directors at the 2009 Annual Meeting and otherwise vote as the Ramius Group determines in its sole discretion; (ii) disclose how it intends to vote or act with respect to any securities of the Issuer, any stockholder proposal or other matter to be voted on by the stockholders of the Issuer (other than the election of directors) and the reasons therefore; (iii) propose a slate of nominees for election as directors and/or one or more proposal(s) for consideration or approval by shareholders at the 2010 Annual Meeting; and (iv) in the event a special meeting is called by a shareholder of the Issuer with respect to the removal of directors, the Ramius Group may (a) cumulate the vote of its Shares and vote in favor of the Ramius Directors and (b) solicit proxies to vote against the removal of the Ramius Directors, except that if the Issuer solicits proxies to vote against the removal of all directors, the Ramius Group may only solicit proxies to vote against the removal of all directors and not just the Ramius Directors.

The Settlement Agreement will terminate on the earlier of the following: (i) at the option of the Issuer, upon the earliest of a material breach by the Ramius Group of any obligation hereunder which has not been cured within 14 days after the Ramius Group receives notice of such breach from the Issuer; (ii) at the option of the Ramius Group, upon a material breach by the Issuer of any obligation thereunder which has not been cured within 14 days after the Issuer receives notice of such breach from the Ramius Group; (iii) seven days prior to the date that a shareholder of the Issuer may first submit a nomination for the election of directors at the 2010 Annual Meeting pursuant to the Issuer’s bylaws; (iv) on the day that the Board publicly announces its nominees for election as directors at the 2010 Annual Meeting; or (v) at any time, upon the written consent of all of the parties to the Settlement Agreement.

The foregoing description of the Settlement Agreement is not complete and is qualified in its entirety by reference to its full text. A copy of the Settlement Agreement is filed as Exhibit 99.1 hereto and is incorporated herein by reference. Pursuant to the terms of the Settlement Agreement, a press release was issued on March 9, 2009 (the “Press Release”), announcing the execution of the Settlement Agreement. A copy of the Press Release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 25,763,896 Shares outstanding, as of November 10, 2008, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 12, 2008.

CUSIP NO. 004934105

A.	Value and Opportunity Master Fund

(a)

As of close of the close of business on March 6, 2009, Value and Opportunity Master Fund beneficially owned 1,988,585 Shares.

Percentage: Approximately 7.7%.

(b)

1. Sole power to vote or direct vote: 1,988,585

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,988,585

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Value and Opportunity Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

Parche

(a)

As of the close of business on March 6, 2009, Parche beneficially owned 275,687 Shares.

Percentage: Approximately 1.1%.

(b)

1. Sole power to vote or direct vote: 275,687

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 275,687

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Parche during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

C.	Enterprise Master Fund

(a)

Enterprise Master Fund, as the sole non-managing member of Parche and owner of all economic interest therein, may be deemed the beneficial owner of the 275,687 Shares owned by Parche.

Percentage: Approximately 1.1%.

(b)

1. Sole power to vote or direct vote: 275,687

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 275,687

4. Shared power to dispose or direct the disposition: 0

(c)

Enterprise Master Fund has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Parche during the past 60 days are set forth in Schedule A and incorporated herein by reference.

D.	Ramius Advisors

(a)

Ramius Advisors, as the investment advisor of Enterprise Master Fund, may be deemed the beneficial owner of the 275,687 Shares owned by Parche.

Percentage: Approximately 1.1%.

CUSIP NO. 004934105

(b)

1. Sole power to vote or direct vote: 275,687

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 275,687

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius Advisors has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Parche during the past 60 days are set forth in Schedule A and incorporated herein by reference.

E.	RCG Starboard Advisors

(a)

RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund and the managing member of Parche, is deemed the beneficial owner of the (i) 1,988,585 Shares owned by Value and Opportunity Master Fund and (ii) 275,687 Shares owned by Parche.

Percentage: Approximately 8.8%.

(b)

1. Sole power to vote or direct vote: 2,264,272

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,264,272

4. Shared power to dispose or direct the disposition: 0

(c)

RCG Starboard Advisors has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Parche and Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.

Ramius

(a)

Ramius, as the sole member of each of RCG Starboard Advisors and Ramius Advisors, is deemed the beneficial owner of the (i) 1,988,585 Shares owned by Value and Opportunity Master Fund and (ii) 275,687 Shares owned by Parche.

Percentage: Approximately 8.8%.

(b)

1. Sole power to vote or direct vote: 2,264,272

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,264,272

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Parche and Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.

C4S

(a)

C4S, as the managing member of Ramius, is deemed the beneficial owner of the (i) 1,988,585 Shares owned by Value and Opportunity Master Fund and (ii) 275,687 Shares owned by Parche.

Percentage: Approximately 8.8%.

CUSIP NO. 004934105

(b)

1. Sole power to vote or direct vote: 2,264,272

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,264,272

4. Shared power to dispose or direct the disposition: 0

(c)

C4S has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Parche and Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.

H.	Messrs. Cohen, Stark, Strauss and Solomon

(a)

Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, is deemed the beneficial owner of the (i) 1,988,585 Shares owned by Value and Opportunity Master Fund and (ii) 275,687 Shares owned by Parche.

Percentage: Approximately 8.8%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 2,264,272

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 2,264,272

(c)

None of Messrs. Cohen, Stark, Strauss or Solomon has entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Parche and Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.

I.	Messrs. Smith and Molinelli

(a)

As of the date hereof, Messrs. Smith and Molinelli do not directly own any Shares. As members of a “group” for the purposes of Section 13(d)(3) of the 1934 Act, each of Messrs. Smith and Molinelli is deemed to be a beneficial owner of the (i) 1,988,585 Shares owned by Value and Opportunity Master Fund and (ii) 275,687 Shares owned by Parche. Each of Messrs. Smith and Molinelli disclaims beneficial ownership of such Shares, except to the extent of his pecuniary interest therein.

Percentage: Approximately 8.8%.

(b)

1. Sole power to vote or direct vote: 2,264,272

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,264,272

4. Shared power to dispose or direct the disposition: 0

CUSIP NO. 004934105

(c)

None of Messrs. Smith or Molinelli has entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Parche and Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On March 6, 2009, the Issuer and the Reporting Persons entered into the Settlement Agreement as discussed in further detail in Item 4.

On March 9, 2009, the Reporting Persons entered into an Amended and Restated Joint Filing Agreement in which the parties agreed to the joint filing on behalf of each of them of this Amendment No. 2 to the Schedule 13D originally filed on October 14, 2008 (including additional amendments thereto) with respect to the securities of the Issuer. A copy of the Amended and Restated Joint Filing Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

Exhibit 99.1

Settlement Agreement, dated as of March 6, 2009, by and among Ramius Value and Opportunity Master Fund Ltd, Parche, LLC, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Eric J. Zahler, Jeffrey C. Smith and Gavin T. Molinelli.

Exhibit 99.2

Press Release, dated March 9, 2009.

Exhibit 99.3

Amended and Restated Joint Filing Agreement, dated March 9, 2009, by and among Ramius Value and Opportunity Master Fund Ltd, Parche, LLC, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Jeffrey C. Smith and Gavin T. Molinelli.

CUSIP NO. 004934105

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 9, 2009

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

By: RCG Starboard Advisors, LLC,

its investment manager

PARCHE, LLC

By: RCG Starboard Advisors, LLC,

its managing member

RAMIUS ENTERPRISE MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RCG STARBOARD ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS LLC

By: C4S & Co., L.L.C.,

as managing member

C4S & CO., L.L.C.



By:	/s/ Jeffrey M. Solomon
	Name:	Jeffrey M. Solomon
	Title:	Authorized Signatory

/s/ Jeffrey M. Solomon		/s/ Jeffrey C. Smith
JEFFREY M. SOLOMON		JEFFREY C. SMITH
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

/s/ Gavin T. Molinelli
GAVIN T. MOLINELLI

CUSIP NO. 004934105

SCHEDULE A

Transactions in the Shares During the Past 60 Days

Shares of Common Stock

Purchased

Price Per

Share($)

Date of

Purchase

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

5,250	11.4000	01/05/09
7,490	11.4966	01/05/09
4,760	11.9790	01/06/09
7,000	12.2381	01/07/09
435	11.7500	01/09/09
9,520	11.7344	01/12/09
654	11.7500	01/13/09
11,970	11.3574	01/14/09
3,500	11.4158	01/14/09
18,145	11.2820	01/15/09
8,820	11.9964	01/16/09
21,000	11.4974	01/20/09
31,570	10.8650	01/21/09
10,430	10.5020	01/22/09
65,295	10.2171	01/23/09
47,303	10.2477	01/23/09
35,000	10.1026	01/26/09
28,700	9.9083	02/04/09
6,300	9.8799	02/05/09
5,180	9.8028	02/06/09

PARCHE, LLC

2,250	11.4000	01/05/09
3,210	11.4966	01/05/09
2,040	11.9790	01/06/09
3,000	12.2381	01/07/09
186	11.7500	01/09/09
4,080	11.7344	01/12/09
125	11.7500	01/13/09
5,130	11.3574	01/14/09
1,500	11.4158	01/14/09
1,855	11.2820	01/15/09
3,780	11.9964	01/16/09
9,000	11.4974	01/20/09
13,530	10.8650	01/21/09
4,470	10.5020	01/22/09
10,629	10.2171	01/23/09
20,273	10.2477	01/23/09
15,000	10.1026	01/26/09
12,300	9.9083	02/04/09
2,700	9.8799	02/05/09
2,220	9.8028	02/06/09

EX-99.1 2 ex991sc13da206297066_030609.htm ex991sc13da206297066_030609.htm

Exhibit 99.1

AGREEMENT

THIS AGREEMENT (“Agreement”), dated as of March 6, 2009, is made by and between Actel Corporation, a California corporation (“Actel” or the “Company”), and the entities and natural persons listed on Schedule A hereto and their affiliates (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).

WHEREAS, the Ramius Group may be deemed to beneficially own shares of common stock of Actel (the “Common Stock”) totaling, in the aggregate, 2,264,272 shares, or approximately 8.8% of the Common Stock issued and outstanding on the date hereof; and

WHEREAS, Actel and the Ramius Group have agreed that it is in their mutual interests to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, and agreements contained herein, and other good and valuable consideration, the Parties mutually agree as follows:

1. Representations and Warranties of the Ramius Group. The Ramius Group represents and warrants to Actel that (a) this Agreement has been duly authorized, executed and delivered by the Ramius Group, and is a valid and binding obligation of the Ramius Group, enforceable against the Ramius Group in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (b) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of the Ramius Group as currently in effect; and (c) as of the date of this Agreement, the Ramius Group may be deemed to beneficially own in the aggregate 2,264,272 shares of Common Stock.

2. Representations and Warranties of Actel. Actel hereby represents and warrants to the Ramius Group that (a) this Agreement has been duly authorized, executed and delivered by Actel, and is a valid and binding obligation of Actel, enforceable against Actel in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (b) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not (1) conflict with, result in a breach or violation of, constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, result in the loss of a material benefit or give any right of termination, amendment, acceleration or cancellation under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of Actel or any of its subsidiaries pursuant to any law, any order of any court or other agency of government, Actel’s Restated Articles of Incorporation (as amended January 3, 2003) (the “Restated Articles”), Actel’s Amended and Restated Bylaws (the “Bylaws”), or the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which Actel is a party or bound or to which its property or assets is subject or (2) trigger any “change of control” provisions in any agreement to which Actel is a party; and (c) no consent, approval, authorization, license or clearance of, or filing or registration with, or notification to, any court, legislative, executive or regulatory authority or agency is required in order to permit Actel to perform its obligations under this Agreement, except for such as have been obtained.

3. Directorships.

(a) Prior to the time that Actel mails its definitive proxy statement for its 2009 annual shareholder meeting (the “2009 Annual Meeting”), but in any event no later than March 23, 2009, Actel’s board of directors (the “Board”) and all applicable committees of the Board shall take all necessary actions to (i) increase the size of the Board from six (6) to nine (9) members and (ii) appoint Gavin T. Molinelli, Eric J. Zahler and Jeffrey C. Smith (the “New Appointees”) to fill the vacancies on the Board created by increasing its size to nine (9) members.

(b) Actel agrees that the Board and all applicable committees of the Board will nominate no more than eight (8) members for election to Actel’s Board at the 2009 Annual Meeting. Actel further agrees that the Board and all applicable committees of the Board will take all actions necessary and appropriate to amend the Bylaws to reduce the size of the Board to eight (8) members effective at the 2009 Annual Meeting.

(c) Actel agrees that the Board and all applicable committees of the Board will take all actions necessary and appropriate to:

(1) nominate the New Appointees, or any replacement director appointed pursuant to Section 3(d) or Section 3(e) below as applicable (the “Replacement Appointees,” and together with the remaining New Appointees, the “Ramius Directors”), for election to Actel’s Board at the 2009 Annual Meeting (other than in the case of such person’s refusal to serve or if such person has committed an act that would be grounds for removal from the Board for cause, in which case the Ramius Group will have the right to designate and substitute another person or persons, subject to prompt reasonable evaluation and determination by the Nominating Committee of the Board (the “Nominating Committee”) in good faith after exercising its fiduciary duties that such candidate has business experience in such areas as would reasonably be expected to enhance the Board, consistent with Actel’s guidelines relating to director qualifications and Board composition), together with up to five (5) other persons to be included in Actel’s slate of nominees for director, with terms expiring at Actel’s 2010 annual shareholder meeting (the “2010 Annual Meeting”);

(2) recommend, and reflect such recommendation in Actel’s definitive proxy statement in connection with the 2009 Annual Meeting, that the shareholders of Actel vote to elect the Ramius Directors as directors of Actel at the 2009 Annual Meeting;

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(3) use its reasonable efforts to solicit and obtain proxies in favor of the election of the Ramius Directors at the 2009 Annual Meeting, in the same manner as for the other candidates nominated for election at the 2009 Annual Meeting; and

(4) ensure that, while any of the Ramius Directors remains in office, the Ramius Group will have the right to designate at least one Ramius Director, subject to compliance with applicable Securities and Exchange Commission (the “SEC”) and Nasdaq corporate governance rules, to serve on each committee and sub-committee of the Board (or any substitutes therefor) now in existence or created after the date hereof.

(d) Following the appointment of the New Appointees pursuant to Section 3(a) of this Agreement, the Ramius Group agrees that it shall use reasonable efforts to select a candidate to replace Mr. Molinelli to serve on the Board, subject to evaluation and approval by the Nominating Committee using the standards described in Section 3(c)(1); provided, however, that such candidate (i) shall not be an affiliate of the Ramius Group and (ii) shall have significant experience in the semiconductor industry. The Nominating Committee shall not unreasonably withhold approval of such person. In the event the Nominating Committee does not approve the person selected by the Ramius Group, the Ramius Group will have the right to select an additional candidate for consideration by the Nominating Committee who meets the standards described in the first sentence of this Section 3(d). Once the Nominating Committee has approved a candidate selected by the Ramius Group, the Ramius Group shall take all necessary action to cause Mr. Molinelli to resign his position as a director. Contemporaneously with such resignation, the Board shall appoint the candidate selected by the Ramius Group and approved by the Nominating Committee to fill the vacancy on the Board created by the resignation of Mr. Molinelli.

(e) Actel agrees that, during the term of this Agreement, if a Ramius Director resigns or is otherwise unable to serve as a director or is removed for cause as a director (other than the resignation of Mr. Molinelli pursuant to Section 3(d)), the Ramius Group will have the right to designate and substitute a person or persons for appointment to the Board as a replacement director, subject to evaluation and determination by the Nominating Committee using the standards described in Section 3(c)(1); provided, however, (i) the substitute person designated by the Ramius Group shall have experience consistent with the director being replaced and (ii) at no point following the appointment of the candidate replacing Mr. Molinelli pursuant to Section 3(d) shall the Ramius Directors consist of more than one (1) affiliate of the Ramius Group. The Nominating Committee will not unreasonably withhold acceptance of any replacement director(s) recommended by the Ramius Group. In the event the Nominating Committee does not accept a replacement director recommended by the Ramius Group, the Ramius Group will have the right to recommend additional replacement director(s) for consideration by the Nominating Committee. The Board will appoint such replacement director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such replacement director.

(f) Each of the Ramius Directors, upon election to the Board, will be governed by the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits, including (but not limited to) with respect to insurance, indemnification, compensation and fees, as are generally applicable to any non-employee directors of Actel.

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(g) Actel agrees that it shall hold the 2009 Annual Meeting on June 5, 2009.

(h) Except as provided in Section 3(a) above, Actel agrees that prior to the 2010 Annual Meeting, the Board and all applicable committees of the Board shall not (i) increase the size of the Board to more than eight (8) directors or (ii) or take any other action to materially limit or restrict the rights of or time allotted to its shareholders to nominate persons for election to the Board (including but not limited to by amending the Restated Articles or Bylaws).

4. Standstill Restrictions.

(a) Subject to applicable law, including Section 13(d) and (g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as permitted pursuant to the terms of this Agreement, during the term of this Agreement, the Ramius Group shall not, and shall cause their Affiliates and Associates (as defined below) under its control or direction not to, in any manner, directly or indirectly:

(i) solicit (as such term is used in the proxy rules of the Securities and Exchange Commission (the “SEC”)) proxies or consents to vote any securities of Actel, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote any shares of Common Stock with respect to any matter, or become a “participant” in any “contested solicitation” for the election of directors with respect to Actel (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder), other than solicitations or acting as a participant in support of all of Actel’s nominees and proposals;

(ii) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of any Common Stock or other securities issued by Actel, if in any such case, immediately after the taking of such action, the Ramius Group would, in the aggregate, collectively beneficially own more than the greater of (i) 14.9% of the then outstanding shares of Common Stock, or (ii) such percentage of the then outstanding shares of Common Stock as is 0.1% less than the amount causing the Ramius Group to become an “Acquiring Person” under the Company’s Preferred Stock Rights Agreement, dated October 17, 2003, as the same may be amended;

(iii) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a group comprised solely of the Ramius Group);

(iv) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than any such voting trust, arrangement or agreement solely among the Ramius Group;

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(v) otherwise act, alone or in concert with others to (1) make any public statement critical of Actel, its directors or management, other than as contemplated by Section 4(a)(vi)(3) below or (2) control or seek to control the Board, other than through non public communications with the officers and directors of Actel;

(vi) other than as provided in this Agreement, make any public announcement with respect to, or offer to effect, seek or propose (with or without conditions) a merger, acquisition, disposition or other business combination involving Actel, other than through non public communications with the officers and directors of Actel; provided, however, that nothing herein will limit the ability of (1) any member of the Ramius Group, or its respective Affiliates and Associates, except as otherwise provided in Section 5, to vote its shares of Common Stock on any matter submitted to a vote of the stockholders of the Company, (2)the Ramius Directors to exercise their rights as members of the Board while serving as members of the Board or (3) the Ramius Group to announce its opposition to any Board approved proposals related to a merger, acquisition, disposition of all or substantially all of the assets of Actel or other business combination involving Actel and not supported by Mr. Smith;

(vii) seek, alone or in concert with others, (1) to call a meeting of shareholders, or (2) representation on the Board, except as specifically contemplated in Section 3(a), Section 3(c), Section 3(d) and Section 4(b), or (3) the removal of any member of the Board; or

(viii) publicly disclose any request to amend, waive or terminate any provision of this Agreement.

(b) Notwithstanding anything contained herein to the contrary, any member of the Ramius Group, and any Affiliate or Associate of any such member, shall be entitled to:

(i) subject to Section 5, vote their shares in favor of the election of the Ramius Directors at the 2009 Annual Meeting and on any other proposal duly brought before the 2009 Annual Meeting, or otherwise vote as the Ramius Group determines in their sole discretion;

(ii) disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company (other than the election of directors) and the reasons therefor;

(iii) propose a slate of nominees for election as directors and/or one or more proposal(s) for consideration or approval by shareholders at the 2010 Annual Meeting in order to comply with the advance notice provisions or other requirements of the Restated Articles or the Bylaws; and

(iv) In the event a special meeting is called by a shareholder of Actel with respect to the removal of directors, the Ramius Group may (A) cumulate the vote of the shares of Common Stock held by the Ramius Group and vote in favor of the Ramius Directors and (B) solicit proxies to vote against the removal of the Ramius Directors; provided, however, that if Actel solicits proxies to vote against the removal of all directors, the Ramius Group may only solicit proxies to vote against the removal of all directors and not just the Ramius Directors.

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(c) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.

5. Actions by the Ramius Group.

(a) At the 2009 Annual Meeting, the Ramius Group shall vote, and cause their respective officers, directors, employees and agents to vote, all of the shares of Common Stock beneficially owned by him or them for (i) each of Actel’s nominees for election to the Board, (ii) the ratification of the appointment of Actel’s independent auditors and (iii) an amendment to Actel’s Employee Stock Purchase Plan to increase the number of authorized shares reserved for issuance thereunder to up to 2,500,000 shares of Common Stock subject to the favorable recommendation of the RiskMetrics Group or such lower number of shares that the RiskMetrics Group endorses.

(b) Upon execution of this Agreement by the Parties, the Ramius Group shall not submit any proposals or nominations for election to the Board at the 2009 Annual Meeting;

6. Termination. This Agreement shall terminate and the obligations of the Parties under this Agreement shall cease on the earlier of the following (the “Termination Date”):

(a) at the option of Actel, upon the earliest of a material breach by the Ramius Group of any obligation hereunder which has not been cured within 14 days after the Ramius Group receives notice of such breach from Actel

(b) at the option of the Ramius Group, upon a material breach by Actel of any obligation hereunder which has not been cured within 14 days after Actel receives notice of such breach from the Ramius Group;

(c) seven days prior to the date that an Actel shareholder may first submit a nomination for the election of directors at the 2010 Annual Meeting pursuant to the bylaws of the Company as then in effect;

(d) on the day that the Board publicly announces its nominees for election as directors at the 2010 Annual Meeting; or

(e) at any time, upon the written consent of all of the Parties.

7. Public Announcement. Actel and the Ramius Group shall promptly disclose the existence of this Agreement after its execution pursuant to a joint press release that is mutually acceptable to the parties, including a description of the material terms of this Agreement. Subject to applicable law, none of the Parties shall disclose the existence of this Agreement until the joint press release is issued. The Parties agree that, while this Agreement remains in effect, each Party shall refrain from any disparagement, defamation, libel, or slander with respect to any other Party or its affiliates or from publicly criticizing such other Party or its affiliates.

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8. Nonpublic Information.

(a) In connection with discussions between the Ramius Group and their representatives and Actel and its representatives, or otherwise during the term of this Agreement, the Ramius Group or their representatives have obtained information about Actel or its securities that is confidential. Each member of the Ramius Group agrees, as set forth below, to treat confidentially any such information (whether oral or written, provided that all written information shall have been identified as confidential) furnished to or otherwise obtained by the Ramius Group or their representatives from Actel or on their behalf together with those portions of analyses, summaries, notes or other documents prepared by the Ramius Group or any of their representatives which contain or otherwise reflect such information (herein collectively referred to as the “Confidential Information”). The Ramius Group agrees that, except with Actel’s prior written consent, neither the Ramius Group nor their representatives will disclose any Confidential Information to any other person or use any of the Confidential Information for any purpose other than on Actel’s behalf. For purposes of this Agreement, the phrase “Confidential Information” shall not include information which (i) becomes lawfully available to the public other than as a result of a disclosure by the Ramius Group or their representatives, (ii) was lawfully available to the Ramius Group on a nonconfidential basis prior to its disclosure to the Ramius Group or their representatives by Actel or on its behalf or (iii) lawfully becomes available to the Ramius Group on a nonconfidential basis from a source other than Actel or Actel’s representatives or agents, provided that to the knowledge of the Ramius Group, such source is not bound by a confidentiality agreement with Actel. Actel has no obligation to furnish Confidential Information to the Ramius Group or their representatives by virtue of this Agreement. In the event that any member of the Ramius Group is requested pursuant to, or required by, law, regulation, legal process or regulatory or civil authority to disclose any portion of the Confidential Information, the Ramius Group shall give prompt notice to Actel, to the extent such notice is legally permissible. The Ramius Group shall use all commercially reasonable efforts to limit the scope of such required disclosure, and the Ramius Group shall be permitted to disclose, without any liability to Actel, only that portion of the Confidential Information which the Ramius Group’ counsel advises that the Ramius Group are legally required to disclose.

(b) In connection with this Agreement and the ongoing relationship of the Ramius Group (and their affiliates) with Actel, there may be instances in which material nonpublic information concerning Actel will be divulged to them by Actel or its representatives or agents. The Ramius Group expressly acknowledge, on behalf of themselves and their representatives and agents, that federal and state securities laws prohibit any person who misappropriates material nonpublic information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, until such information has become public.

9. Releases.

(a) The Ramius Group hereby agrees for the benefit of Actel, and each controlling person, officer, director, shareholder, agent, affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present, of Actel (Actel and each such person being an “Actel Released Person”) as follows:

(i) The Ramius Group, for themselves and for their members, officers, directors, assigns, agents and successors, past and present, hereby agrees and confirms that, effective from and after the date of this Agreement, they hereby acknowledge full and complete satisfaction of, and covenant not to sue, and forever fully release and discharge each Actel Released Person of, and hold each Actel Released Person harmless from, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses and causes of action of any nature whatsoever, whether known or unknown, suspected or unsuspected (collectively, “Claims”) that the Ramius Group may have against the Actel Released Persons, in each case with respect to events occurring prior to the date of the execution of this Agreement.

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(ii) The Ramius Group understands and agree that the Claims released by the Ramius Group above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. The Ramius Group understands that they may hereafter discover facts different from or in addition to what they now believe to be true, which if known, could have materially affected this release of Claims, but they nevertheless waive any claims or rights based on different or additional facts.

(b) The Ramius Group agrees that so long as any Ramius Director is a member of the Board, (i) no member of the Ramius Group shall, without the consent of Actel, instigate, solicit, assist, intervene in, or otherwise voluntarily participate in any litigation or arbitration in which Actel or any of its officers or directors are named as parties; provided that the foregoing shall not prevent any member of the Ramius Group from responding to a validly issued legal process and (ii) the Ramius Group agrees to give Actel at least five (5) business days notice of the receipt of any legal process requesting information regarding Actel or any of its officers or directors, to the extent that such notice is legally permissible.

(c) Actel hereby agrees for the benefit of the Ramius Group, and each controlling person, officer, director, stockholder, agent, affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present, thereof, as well as each Ramius Director (the Ramius Group and each such person being a “Shareholder Released Person”) as follows:

(i) Actel, for itself and for its affiliates, officers, directors, assigns, agents and successors, past and present, hereby agrees and confirms that, effective from and after the date of this Agreement, it hereby acknowledges full and complete satisfaction of, and covenants not to sue, and forever fully releases and discharges each Shareholder Released Person of, and holds each Shareholder Released Person harmless from, any and all Claims of any nature whatsoever, whether known or unknown, suspected or unsuspected, that Actel may have against the Shareholder Released Persons, in each case with respect to events occurring prior to the date of the execution of this Agreement.

(ii) Actel understand and agree that the Claims released by Actel above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. Actel understands that it may hereafter discover facts different from or in addition to what it now believes to be true, which if known, could have materially affected this release of Claims, but it nevertheless waives any claims or rights based on different or additional facts.

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(d) The Parties do hereby expressly waive and relinquish all rights and benefits afforded by California Civil Code Section 1542, and do so understanding and acknowledging the significance and consequences of such specific waiver of California Civil Code Section 1542. The Parties acknowledge and understand that they are being represented in this matter by counsel of their own choice, and acknowledge that they are familiar with the provisions of California Civil Code Section 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Thus, notwithstanding these provisions of law, the Parties expressly acknowledge and agree that this Section 10 is also intended to include in its effect, without limitation, all such claims which they do not know or suspect to exist at the time of the execution of this Agreement, and that this Agreement contemplates the extinguishment of those claims.

(e) The Parties intend that the foregoing release be broad with respect to the matter released, provided, however, this release of Claims shall not include claims to enforce the terms of this Agreement; and provided further that nothing in the foregoing release shall be deemed or construed, now or hereafter, as limiting in any manner any right of indemnification inuring to the benefit of any director or former director of Actel arising under the Restated Articles, the Bylaws or otherwise.

10. Remedies.

(a) Each of the Parties acknowledges and agrees that a breach or threatened breach by any Party may give rise to irreparable injury inadequately compensable in damages, and accordingly each Party shall be entitled to injunctive relief to prevent a breach of the provisions hereof and to enforce specifically the terms and provisions hereof in any state or federal court having jurisdiction, in addition to any other remedy to which such aggrieved Party may be entitled to at law or in equity.

(b) In the event a Party institutes any legal action to enforce such Party’s rights under, or recover damages for breach of this Agreement, the prevailing party or parties in such action shall be entitled to recover from the other party or parties all costs and expenses, including but not limited to reasonable attorneys’ fees, court costs, witness fees, disbursements and any other expenses of litigation or negotiation incurred by such prevailing party or parties.

11. Expenses. Actel shall reimburse the Ramius Group for its reasonable, documented out-of-pocket fees and expenses incurred (including legal expenses), not to exceed $30,000, in connection with the filing of a Schedule 13D in connection with this Agreement, and any matters related to the 2009 Annual Meeting and the negotiation and execution of this Agreement.

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12. Notices. Any notice or other communication required or permitted to be given under this Agreement will be sufficient if it is in writing, sent to the applicable address set forth below (or as otherwise specified by a Party by notice to the other Parties in accordance with this Section 12) and delivered personally or sent by recognized overnight courier, postage prepaid, and will be deemed given (a) when so delivered personally, or (b) if sent by recognized overnight courier, one day after the date of sending.

If to Actel:

Actel Corporation

2061 Stierlin Ct.

Mountain View, CA 94043

Attention: John East, Chief Executive Officer

Telephone: (650) 318-4200

Facsimile: (650) 318-2444

with a copy (which shall not constitute notice to Actel) to:

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304

Attention: David J. Berger

Henry P. Massey, Jr.

Telephone: (650) 493-9300

Facsimile: (650) 493-6811

If to the Ramius Group:

Ramius Value and Opportunity Master Fund Ltd

c/o RCG Starboard Advisors, LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

Attention: Jeffrey C. Smith

Owen S. Littman

Telephone: (212) 845-8900

Facsimile: (212) 845-7986

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with a copy (which shall not constitute notice to the Ramius Group) to:

Olshan Grundman Frome Rosenzweig & Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

Attention: Steve Wolosky

Andrew Freedman

Telephone: (212) 451-2300

Facsimile: (212) 451-2222

13. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the Parties in connection with the subject matter hereof.

14. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, and signature pages may be delivered by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

15. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

16. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to choice of law principles that would compel the application of the laws of any other jurisdiction.

17. Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

18. Successors and Assigns. This Agreement shall not be assignable by any of the Parties. This Agreement, however, shall be binding on successors of the Parties.

19. Amendments. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the Parties.

20. Further Action. Each Party agrees to execute such additional reasonable documents, and to do and perform such reasonable acts and things necessary or proper to effectuate or further evidence the terms and provisions of this Agreement.

[Signatures are on the following page.]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

ACTEL CORPORATION

By:	/s/ David L. Van De Hey
	Name: David L. Van De Hey
	Title: Vice President and General Counsel

THE RAMIUS GROUP:

RAMIUS VALUE AND OPPORTUNITY

MASTER FUND LTD

By: RCG Starboard Advisors, LLC,

its investment manager

PARCHE, LLC

By: RCG Starboard Advisors, LLC,

its managing member

RAMIUS ENTERPRISE MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RCG STARBOARD ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS LLC

By: C4S & Co., L.L.C.,

as managing member

C4S & CO., L.L.C.



By:	/s/ Jeffrey M. Solomon
	Name:	Jeffrey M. Solomon
	Title:	Authorized Signatory

/s/ Jeffrey M. Solomon

JEFFREY M. SOLOMON

Individually and as attorney-in-fact for Peter A.

Cohen, Morgan B. Stark and Thomas W. Strauss

Schedule A

The Ramius Group

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

PARCHE, LLC

RAMIUS ENTERPRISE MASTER FUND LTD

RCG PB, LTD

RCG STARBOARD ADVISORS, LLC

RAMIUS ADVISORS, LLC

RAMIUS LLC

C4S & CO., L.L.C.

JEFFREY M. SOLOMON

PETER A. COHEN

MORGAN B. STARK

THOMAS W. STRAUSS

ERIC J. ZAHLER

GAVIN T. MOLINELLI

JEFFREY C. SMITH

EX-99.2 3 ex992sc13da206297066_030609.htm ex992sc13da206297066_030609.htm

Exhibit 99.2

ACTEL AND RAMIUS REACH AGREEMENT

Actel to Appoint Three New Independent Members to Expanded Board

Ramius Agrees to Support Actel Directors at 2009 Annual Meeting of Shareholders

MOUNTAIN VIEW, Calif. – March 9, 2009 – Actel Corporation (NASDAQ: ACTL) (“Actel”) and Ramius LLC (“Ramius”), which beneficially owns approximately 8.8% of Actel’s outstanding shares of common stock, today announced that they entered into an agreement (the “Agreement”) under which Actel will expand its board of directors to nine members and add three new independent directors. The three new members of Actel’s board will be Eric J. Zahler, former president and chief operating officer of Loral Space & Communications Inc., Jeffrey C. Smith, a partner of Ramius, and Gavin T. Molinelli, a vice president of Ramius.

As part of the Agreement, Actel also agreed to reduce the size of its board to eight members at Actel’s 2009 Annual Meeting of Shareholders (the “2009 Annual Meeting”). Additionally, Actel and Ramius will work together to replace Mr. Molinelli with a new independent director, unaffiliated with Ramius, who has significant experience in the semiconductor industry.

In connection with the addition of Messrs. Zahler, Smith and Molinelli to Actel’s board, Ramius agreed to vote its shares in support of all of Actel’s director nominees at the 2009 Annual Meeting. Ramius has also agreed to abide by certain other standstill provisions, which will expire prior to Actel’s 2010 Annual Meeting of Shareholders.

“Today’s announcement, coupled with our recently initiated company-wide restructuring plan, demonstrates the commitment of our board and management team to enhancing value for all Actel shareholders,” said John C. East, president and chief executive officer of Actel. “We welcome Eric, Jeff and Gavin to our board and look forward to benefiting from their perspectives and insights. Eric brings a wealth of experience through his knowledge of the aerospace and defense industries - key market segments for Actel. Jeff adds the valuable perspective of a major shareholder, and his strategic business expertise will be an important asset.”

“We are pleased to have reached this amicable resolution with Actel,” said Jeff Smith. “We believe that our constructive dialogue with Actel’s board and management resulted in an agreement that will better position Actel to enhance value for all shareholders. I am confident that the collective experience of the additional directors will prove valuable to the board. We look forward to continuing to work constructively with Actel to enhance value for all shareholders.”

Actel’s 2009 Annual Meeting is scheduled for Friday, June 5, 2009. Further details regarding the 2009 Annual Meeting, including time, date, location and record date for determining eligibility to vote, will be included in Actel’s definitive proxy materials, which will be filed with the Securities and Exchange Commission (“SEC”) and distributed to shareholders in April.

The complete agreement between Actel and Ramius will be included as an exhibit to Actel’s Form 8-K to be filed with the SEC.

Eric J. Zahler is the managing director of Sagamore Capital Group LLC (“Sagamore”), a private equity firm pursuing direct investments in the aerospace/defense, industrial electronics and certain business service markets, which he co-founded in 2008. Prior to co-founding Sagamore, Mr. Zahler served as president and chief operating officer of Loral Space & Communications, Inc. (“Loral”), a satellite communications company with activities in satellite manufacturing and services from 2000 to 2007. At Loral, Mr. Zahler was responsible for overseeing the company’s two businesses: Loral Skynet, a global satellite services provider, and Space Systems/Loral, a leading manufacturer of commercial satellites. Mr. Zahler previously served as Loral’s senior vice president, secretary and general counsel. Before joining Loral, Mr. Zahler spent 17 years with the law firm of Fried, Frank, Harris, Shriver & Jacobson, where he was elected partner in 1983. While at Fried, Frank, Mr. Zahler represented many of the largest defense and aerospace contractors in all aspects of their business dealings with the federal government. Additionally, Mr. Zahler served as a member of the board of directors of Loral from 2001 to 2005, and as a member of the board of directors and Audit Committee of EasyLink Services Corporation, a global provider of outsourced business process automation services, from 2005 to 2007. Mr. Zahler received a J.D. from Harvard Law School, where he was editor of the Harvard Journal on Legislation, and a B.S. in Mathematics, cum laude, from Yale University.

Jeffrey C. Smith is a partner of Ramius, a private investment management firm, a position he has held since February 2007 and is a member of Ramius’s management board. Mr. Smith also heads Ramius’s Private Investment in Public Equity business and co-heads Ramius’s Opportunistic Value Investing business. Mr. Smith was an executive managing director of Ramius from July 2006 until February 2007 and a managing director of Ramius from January 2004 until July 2006. Mr. Smith served on the board of directors of The Fresh Juice Company, Inc., a manufacturer and distributor of fresh squeezed and frozen fresh squeezed citrus juices and other non-carbonated beverages, from April 1996 until February 1999 and Jotter Technologies, Inc., an Internet infomediary company, from January 2000 to September 2000. Mr. Smith served as a member of the board of directors of S1 Corporation, a provider of internet based financial services solutions, from May 2006 until September 2008. Mr. Smith served as a director of Kensey Nash Corporation, a medical device manufacturer, from December 2007 until February 2009. Mr. Smith has served as a member of the Executive Committee of Register.com (Cayman) L.P., a provider of domain name registration and internet services, since December 2005. Mr. Smith is a General Securities Registered Representative. Mr. Smith received a B.S. in Economics with concentrations in finance and accounting from the Wharton School of The University of Pennsylvania.

Gavin T. Molinelli is a vice president of Ramius, a private investment management firm, a position he has held since February 2009. Mr. Molinelli is responsible for research in Ramius’s Opportunistic Value Investing business. Mr. Molinelli was an associate at Ramius from October 2006 to February 2009. From June 2005 to September 2006, Mr. Molinelli was as an investment-banking analyst at Bank of America Securities, LLC, the investment-banking arm of Bank of America Corporation, a bank and financial holding company. Mr. Molinelli received a B.A. in Economics from Washington and Lee University.

About Actel

Actel is the leader in low-power and mixed-signal FPGAs, offering the most comprehensive portfolio of system and power management solutions. Power Matters. Learn more at www.actel.com.

About Ramius

Ramius is a registered investment advisor that manages assets in a variety of alternative investment strategies. Ramius is headquartered in New York with offices located in London, Tokyo, Hong Kong, Munich, and Vienna.

Forward-Looking Statements

This press release contains forward-looking statements made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and should be read with the “Risk Factors” in Actel’s most recent Form 10-Q or 10-K, which are on file with the Securities and Exchange Commission (“SEC”) and available at the SEC’s website at www.sec.gov and can also be found on Actel’s web site, www.actel.com . Actual results may differ materially from those described in this release due to a number of risks and uncertainties. Actel’s anticipated results from its restructuring plan and its projected revenues and operating results for the first quarter of 2009 are subject to a multitude of risks, including general economic conditions and a variety of risks specific to Actel or characteristics of the semiconductor industry, such as a failure to achieve the full projected results of the restructuring plan, fluctuating demand, intense competition, rapid technological change and related intellectual property and international trade issues, wafer and other supply shortages, and booking and shipment uncertainties. These and the other Risk Factors identified in Actel’s filings could cause actual results to differ materially from those projected in the forward-looking statements. Actel undertakes no obligation to update any information contained in this press release.

Contacts:

For Actel Corporation:

Anna del Rosario

Director, WW Corporate Marketing

(650) 318-4331

Matthew Sherman / Eric Brielmann

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

For Ramius LLC:

Dan Gagnier / Renee Soto

Sard Verbinnen & Co

212-687-8080

EX-99.3 4 ex993sc13da206297066_030609.htm ex993sc13da206297066_030609.htm

Exhibit 99.3

AMENDED AND RESTATED JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 2 to the Schedule 13D originally filed on October 14, 2008 (including additional amendments thereto) with respect to the shares of common stock, par value $0.001 per share, of Actel Corporation (the “Statement”). This Amended and Restated Joint Filing Agreement shall be filed as an Exhibit to the Statement. The undersigned further agree that any additional amendments to the Statement shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements.

Dated: March 9, 2009

RAMIUS VALUE AND OPPORTUNITY

MASTER FUND LTD

By: RCG Starboard Advisors, LLC,

its investment manager

PARCHE, LLC

By: RCG Starboard Advisors, LLC,

its managing member

RAMIUS ENTERPRISE MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RCG STARBOARD ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS LLC

By: C4S & Co., L.L.C.,

as managing member

C4S & CO., L.L.C.



By:	/s/ Jeffrey M. Solomon
	Name:	Jeffrey M. Solomon
	Title:	Authorized Signatory

/s/ Jeffrey M. Solomon

JEFFREY M. SOLOMON

Individually and as attorney-in-fact for Peter A.

Cohen, Morgan B. Stark and Thomas W. Strauss