-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vbi64s4yn6xgxc6RP9uXzUBL4X3TfjEg/ogYMGrP9Zf3W2P2CSvAKivWHMiRbPmX Obz97aojwO4RbPUWT07q9A== 0000907687-04-000003.txt : 20040126 0000907687-04-000003.hdr.sgml : 20040126 20040126172257 ACCESSION NUMBER: 0000907687-04-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040126 EFFECTIVENESS DATE: 20040126 FILER: 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: 0102 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-112215 FILM NUMBER: 04544065 BUSINESS ADDRESS: STREET 1: 955 EAST ARQUES AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087391010 MAIL ADDRESS: STREET 1: 955 EAST ARQUES AVE STREET 2: 955 EAST ARQUES AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 S-8 1 s8.txt FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on January 26, 2004 Registration No. 333- ================================================================================ 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 or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2061 Stierlin Court Mountain View, CA 94043-4655 (650) 318-4200 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) 1986 INCENTIVE STOCK OPTION PLAN 1993 EMPLOYEE STOCK PURCHASE PLAN 1995 EMPLOYEE AND CONSULTANT STOCK PLAN 2003 DIRECTOR STOCK OPTION PLAN (Full title of the plan) ------------------------------- John C. East President and Chief Executive Officer Actel Corporation 2061 Stierlin Court Mountain View, CA 94043-4655 (650) 318-4200 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------- Copy to: Henry P. Massey, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 CALCULATION OF REGISTRATION FEE
========================================= ========================= ====================== ====================== ================== Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Securities to be Price Offering Registration to be Registered Registered(1) Per Share (2) Price (2) Fee - ----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------ 1986 Stock Option Plan, Common Stock, $.001 par value ...................... 2,168,136 $25.98 $56,328,173.28 $4,556.95 - ----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------ 1993 Employee Stock Purchase Plan, Common Stock, $.001 par value ........ 500,000 $25.98 $12,990,000.00 $1,050.89 - ----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------ 1995 Employee and Consultant Stock Plan, Common Stock, $.001 par value .. 2,000,000 $25.98 $51,960,000.00 $4,203.56 - ----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------ 2003 Director Stock Option Plan, Common Stock, $.001 par value ............... 500,000 $25.98 $12,990,000.00 $1,050.89 - ----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------ Total 5,168,136 $25.98 $134,268,173.28 $10,862.30 ====================================================================================================================================
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant's Common Stock that become issuable under the 2003 Stock Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction affected without the receipt of consideration that increases the number of the Registrant's outstanding shares of Common Stock. (2) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market on January 23, 2004. PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3 Incorporation of Documents by Reference. Actel Corporation, which is referred to herein as the "Registrant," incorporates by reference in this Registration Statement the following documents and information heretofore filed with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended January 5, 2003, filed with the Commission on April 7, 2003; (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 6, 2003, filed with the Commission on May 21, 2003; (c) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 6, 2003, filed with the Commission on August 14, 2003; (d) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended October 5, 2003, filed with the Commission on November 19, 2003; (e) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form S-1 (Reg. No. 33-64704) declared effective by the Commission on August 2, 1993, as amended by the Registrant's Registration Statement on Form 8-A filed with the Commission on August 2, 1993; (f) The Registrant's Definitive Proxy Statement on Schedule 14A filed on April 4, 2003; (g) The Registrant's Definitive Proxy Statement on Schedule 14A filed on June 4, 2003;and (h) All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act on or after the date of this Registration Statement and 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 Section 204(a) of the California General Corporation Law, the Registrant's Articles of Incorporation eliminate a director's personal liability for monetary damages to the Registrant and its shareholders arising from a breach or alleged breach of the director's fiduciary duty, except for liability arising under Sections 310 and 316 of the California General Corporation Law or liability for (i) acts or omissions that involve intentional misconduct or knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the Registrant or its shareholders or that involve the absence of good faith on the part of the director, (iii) any transaction from which a director derived an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the Registrant or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the Registrant or its shareholders and (v) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's duty to the Registrant or its shareholders. This provision does not eliminate the directors' duty of care, and in appropriate circumstances equitable remedies such as an injunction or other forms of non-monetary relief would remain available under California law. Sections 204(a) and 317 of the California General Corporation Law authorize a corporation to indemnify its directors, officers, employees and other agents in terms sufficiently broad to permit indemnification (including reimbursement for expenses) under certain circumstances for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"). The Registrant's Articles of Incorporation and Bylaws contain provisions covering indemnification of corporate directors, officers and other agents against certain liabilities and expenses incurred as a result of proceedings involving such persons in their capacities as directors, officers, employees or agents, including proceedings under the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Registrant has entered into Indemnification Agreements with its directors and executive officers. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits.
Exhibit Number Documents - ------------------ ----------------------------------------------------------------------- 4.1 1986 Incentive Stock Option Plan, as amended and restated 4.2 1993 Employee Stock Purchase Plan, as amended and restated 4.3 1995 Employee and Consultant Stock Plan, as amended and restated 4.4 2003 Director Stock Option Plan 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional Corporation 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Counsel (contained in Exhibit 5.1) 24.1 Power of Attorney (see page II-4)
Item 9. Undertakings. (a) Rule 415 offering: 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 Securities 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 Securities 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 Securities 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant, Actel Corporation, 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 Mountain View, State of California, on this 26 day of January, 2004. ACTEL CORPORATION By: /s/ John C. East ------------------------------ John C. East President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature appears below constitutes and appoints, jointly and severally, John C. East, Jon A. Anderson, and David L. Van De Hey his/her attorneys-in-fact, each with the power of substitution, for him/her in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all 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/her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date -------------------------------------------------- ---------------- /s/ John C. East President and Chief Executive Officer (Principal - ----------------------------------------- Executive Officer) and Director January 26, 2004 (John C. East) /s/ Jon A. Anderson Vice President of Finance and Chief Financial - ----------------------------------------- Officer (Principal Financial and Accounting (Jon A. Anderson) Officer) January 26, 2004 /s/ James R. Fiebiger - ----------------------------------------- (James R. Fiebiger) Director January 26, 2004 /s/ Henry L. Perret - ----------------------------------------- (Henry L. Perret) Director January 26, 2004 /s/ Jacob S. Jacobsson - ----------------------------------------- (Jacob S. Jacobsson) Director January 26, 2004 /s/ Frederic N. Schwettmann - ----------------------------------------- (Frederic N. Schwettmann) Director January 26, 2004 /s/ Robert G. Spencer - ----------------------------------------- (Robert G. Spencer) Director January 26, 2004
INDEX TO EXHIBITS
Exhibit Number Documents - ------------------ ------------------------------------------------------------------------------------------------ 4.1 1986 Incentive Stock Option Plan, as amended and restated (filed as Exhibit 10.2 to the Registrant's Annual Report on Form 10-K (File No. 0-21970) for the fiscal year ended January 5, 2003). 4.2 1993 Employee Stock Purchase Plan, as amended and restated (filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K (File No. 0-21970) for the fiscal year ended January 5, 2003). 4.3 1995 Employee and Consultant Stock Plan, as amended and restated (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 0-21970) for the fiscal quarter ended July 7, 2002). 4.4 2003 Director Stock Option Plan 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional Corporation 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Counsel (contained in Exhibit 5.1) 24.1 Power of Attorney (see page II-4)
EX-4 3 exhibit44.txt 2003 DIRECTOR STOCK OPTION PLAN Exhibit 4.4 ACTEL CORPORATION 2003 DIRECTOR STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this 2003 Director Stock Option Plan are to attract and retain the best available personnel for service as Outside Directors of the Company, to provide additional incentive to the Outside Directors of the Company to serve as Directors, and to encourage their continued service on the Board. All options granted hereunder shall be nonstatutory stock options. 2. Definitions. As used herein, the following definitions shall apply: (a) "Board" means the Board of Directors of the Company. (b) "Code" means the Internal Revenue Code of 1986, as amended. (c) "Common Stock" means the common stock of the Company. (d) "Company" means Actel Corporation, a Delaware corporation. (e) "Director" means a member of the Board. (f) "Employee" means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a Director's fee by the Company shall not be sufficient in and of itself to constitute "employment" by the Company. (g) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (h) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: (i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination as reported in The Wall Street Journal or such other source as the Administrator deems reliable; (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable; or (iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board. (i) "Inside Director" means a Director who is an Employee. (j) "Option" means a stock option granted pursuant to the Plan. (k) "Optioned Stock" means the Common Stock subject to an Option. (l) "Optionee" means a Director who holds an Option. (m) "Outside Director" means a Director who is not an Employee. (n) "Parent" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code. (o) "Plan" means this 2003 Director Stock Option Plan. (p) "Share" means a share of the Common Stock, as adjusted in accordance with Section 10 of the Plan. (q) "Subsidiary" means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Internal Revenue Code of 1986. 3. Stock Subject to the Plan. Subject to the provisions of Section 10 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is 500,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto shall not become available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan shall not be returned to the Plan and shall not become available for future distribution under the Plan. 4. Administration and Grants of Options under the Plan. (a) Procedure for Grants. All grants of Options to Outside Directors under this Plan shall be automatic and nondiscretionary and shall be made strictly in accordance with the following provisions: (i) No person shall have any discretion to select which Outside Directors shall be granted Options or to determine the number of Shares to be covered by Options. (ii) Each Outside Director shall be automatically granted an Option to purchase 12,500 Shares (the "Initial Option") on the date which such person first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy; provided, however, that an Inside Director who ceases to be an Inside Director but who remains a Director shall not receive an Initial Option. (iii) Each Outside Director shall be automatically granted an Option to purchase 12,500 Shares (a "Subsequent Option") on the date of the Company's annual stockholder meeting of each year provided he or she is then an Outside Director and if as of such date, he or she shall have served on the Board for at least the preceding six (6) months. (iv) The terms of Initial Options and Subsequent Options granted hereunder shall be as follows: (A) the term of the Options shall be ten (10) years. (B) the Options shall be exercisable only while the Outside Director remains a Director of the Company, except as set forth in Sections 8 and 10 hereof. (C) the exercise price per Share shall be 100% of the Fair Market Value per Share on the date of grant of the Option. (D) subject to Section 10 hereof, the Options shall become exercisable as to 100% of the Shares subject to the Option on the date of the next annual meeting of stockholders, provided that the Optionee continues to serve as a Director until such date. (b) Share Shortfall. In the event that any Option granted under the Plan would cause the number of Shares subject to outstanding Options plus the number of Shares previously purchased under Options to exceed the total number of Shares reserved for issuance under the Plan, then the remaining Shares available for Option grant shall be granted under Options to the Outside Directors on a pro rata basis. No further grants shall be made until such time, if any, as additional Shares become available for grant under the Plan through the provisions of the Plan, by action of the Board, by the stockholders approving an increase in the number of Shares which may be issued under the Plan or through cancellation or expiration of Options previously granted hereunder. 5. Eligibility. Options may be granted only to Outside Directors. All Options shall be automatically granted in accordance with the terms set forth in Section 4 hereof. The Plan shall not confer upon any Optionee any right with respect to continuation of service as a Director or nomination to serve as a Director, nor shall it interfere in any way with any rights which the Director or the Company may have to terminate the Director's relationship with the Company at any time. 6. Term of Plan. The Plan shall become effective upon the later to occur of its adoption by the Board or its approval by the stockholders of the Company as described in Section 16 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 11 of the Plan. 7. Form of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall consist of (i) cash, (ii) check, (iii) other Shares, which, in the case of Shares acquired from the Company, (x) have been owned by the Optionee for more than six (6) months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, (iv) to the extent permitted by applicable laws, including the Sarbanes-Oxley Act of 2002, consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (v) any combination of the foregoing methods of payment. 8. Exercise of Option. (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable at such times as are set forth in Section 4 hereof and may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may consist of any consideration and method of payment allowable under Section 7 of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. A share certificate for the number of Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 10 of the Plan. Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. (b) Termination of Continuous Status as a Director. Subject to Section 10 hereof, in the event an Optionee's status as a Director terminates (including pursuant to the Optionee's death or disability), the Optionee may exercise his or her Option, but only within four (4) years following the date of such termination, and only to the extent that the Optionee was entitled to exercise it on the date of such termination (but in no event later than the expiration of its ten (10) year term). To the extent that the Optionee was not vested as to his or her entire Option on the date of such termination, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 9. Non-Transferability of Options. Except as determined otherwise by the Board, Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. 10. Adjustments, Dissolution, Merger or Asset Sale. (a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the Common Stock such that an adjustment is determined by the Board (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Board shall, in such manner as it may deem equitable, adjust the number and class of Common Stock which may be delivered under the Plan, the purchase price per Share and the number of Shares covered by each Option which has not yet been exercised, and the number of Shares subject to Options granted pursuant to Section 4. (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent that an Option has not been previously exercised, it shall terminate immediately prior to the consummation of such proposed action. (c) Merger or Asset Sale. In the event of a merger of the Company with or into another corporation or the sale of substantially all of the assets of the Company, outstanding Options may be assumed or equivalent options may be substituted by the successor corporation or a Parent or Subsidiary thereof (the "Successor Corporation"). If an Option is assumed or substituted for, the Option or equivalent option shall continue to be exercisable as provided in Section 4 hereof for so long as the Optionee serves as a Director or a director of the Successor Corporation. Following such assumption or substitution, if the Optionee's status as a Director or director of the Successor Corporation, as applicable, is terminated (other than upon a voluntary resignation by the Optionee that is not requested by the Successor Corporation or a cessation of Board service due to the Optionee's death or permanent and total disability), the Option or option shall become fully exercisable, including as to Shares for which it would not otherwise be exercisable. Thereafter, the Option or option shall remain exercisable in accordance with Section 8(b) above. If the Successor Corporation does not assume an outstanding Option or substitute for it an equivalent option, the Option shall become fully vested and exercisable, including as to Shares for which it would not otherwise be exercisable. In such event the Board shall notify the Optionee that the Option shall be fully exercisable for a period of thirty (30) days from the date of such notice, and upon the expiration of such period the Option shall terminate. For the purposes of this Section 10(c), an Option shall be considered assumed if, following the merger or sale of assets, the Option confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares). If such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets. 11. Amendment and Termination of the Plan. (a) Amendment and Termination. The Board may at any time amend, alter, suspend, or discontinue the Plan, but no amendment, alteration, suspension, or discontinuation shall be made which would impair the rights of any Optionee under any grant theretofore made, without his or her consent. In addition, to the extent necessary and desirable to comply with any applicable law, regulation or stock exchange rule, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required. (b) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not adversely affect Options already granted unless the Optionee's consent is obtained. (c) No Repricing Without Shareholder Approval. Options granted hereunder shall not be repriced, including by means of an option exchange, unless such repricing is approved in advance by the Company's stockholders. 12. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date determined in accordance with Section 4 hereof. 13. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, state securities laws, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares, if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 14. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 15. Option Agreement. Options shall be evidenced by written option agreements in such form as the Board shall approve. EX-5 4 exhibit51.txt OPINION OF WILSON SONSINI GOODRICH & ROSATI PC EXHIBIT 5.1 Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 Telephone 650-493-9300 Facsimile 650-493-6811 January 26, 2004 Actel Corporation 2061 Stierlin Court Mountain View, CA 94043-4655 Re: Registration Statement on Form S-8 ---------------------------------- 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 January 26, 2004 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 5,168,136 shares of your Common Stock, $0.001 par value per share, (the "Shares") as follows: (a) 2,168,136 Shares which may be issued pursuant to the 1986 Incentive Stock Option Plan (the "1986 Plan"); (b) 500,000 Shares which may be issued pursuant to the 1993 Employee Stock Purchase Plan (the "1993 Plan"); (c) 2,000,000 Shares which may be issued pursuant to the 1995 Employee and Consultant Stock Plan (the "1995 Plan"); and (d) 500,000 Shares which may be issued pursuant to the 2003 Director Option Plan (the "2003 Plan"). As your counsel in connection with this transaction, 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 1986 Plan, the 1993 Plan, the 1995 Plan and the 2003 Plan. It is our opinion that, when issued and sold in the manner described in the 1986 Plan, the 1993 Plan, the 1995 Plan and the 2003 Plan and pursuant to the agreements that accompany each grant under the 1986 Plan, the 1993 Plan, the 1995 Plan and the 2003 Plan, 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 /s/ Wilson Sonsini Goodrich & Rosati EX-23 5 exhibit231.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF ERNST AND YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference to our firm in the Registration Statement (Form S-8) pertaining to the Actel Corporation 1986 Incentive Stock Option Plan, the Actel Corporation 1993 Directors' Stock Option Plan, the Actel Corporation 1995 Employee and Consultant Stock Plan, and the Actel Corporation 2003 Director Stock Option Plan and to the incorporation by reference therein of our report dated January 22, 2003, 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, 2002, and the related financial statement schedules included therein, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP San Jose, California January 21, 2004 -----END PRIVACY-ENHANCED MESSAGE-----