S-8 1 s8.txt FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 3, 2005 Registration No. 333- ================================================================================ UNITED STATES 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, California 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 (Full title of the plan) -------------------------------------- John C. East President and Chief Executive Officer Actel Corporation 2061 Stierlin Court Mountain View, California 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 Price (2) Fee ----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------ 1986 Stock Option Plan, Common Stock, $.001 par value ...................... 958,875 $13.925 $13,352,334.38 $1,571.57 ========================================= ========================= ====================== ====================== ================== ====================================================================================================================================
(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 1986 Stock Option 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 April 29, 2005. ================================================================================ PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The contents of the Registrant's Registration Statements on Form S-8 (No. 333-112215), Form S-8 (No. 333-81926), Form S-8 (No. 333-36222) and Form S-8 (No. 333-71627) are incorporated herein by reference. 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 8. Exhibits. Exhibit Number Documents ----------------- --------------------------------------------------------- 4.1* 1986 Incentive Stock Option Plan, as amended and restated 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional Corporation 23.1 Consent of Ernst & Young LLP, independent registered public accounting firm 23.2 Consent of Counsel (contained in Exhibit 5.1) 24.1 Power of Attorney (see page II-3) *Incorporated by reference to the Exhibits filed with Actel Corporation's Quarterly Report on Form 10-Q (File No. 000-21970) for the fiscal quarter ended July 7, 2002. 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 3rd day of May, 2005. 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) (John C. East) and Director May 3, 2005 /s/ Jon A. Anderson Vice President of Finance and Chief -------------------------- Financial Officer (Principal Financial (Jon A. Anderson) and Accounting Officer) May 3, 2005 /s/ James R. Fiebiger -------------------------- (James R. Fiebiger) Director May 3, 2005 /s/ Jacob S. Jacobsson -------------------------- (Jacob S. Jacobsson) Director May 3, 2005 /s/ J. Daniel McCranie -------------------------- (J. Daniel McCranie) Director May 3, 2005 /s/ Henry L. Perret -------------------------- (Henry L. Perret) Director May 3, 2005 INDEX TO EXHIBITS Exhibit Number Documents -------------- ------------------------------------------------------------ 4.1* 1986 Incentive Stock Option Plan, as amended and restated 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional Corporation 23.1 Consent of Ernst & Young LLP, independent registered public accounting firm 23.2 Consent of Counsel (contained in Exhibit 5.1) 24.1 Power of Attorney (see page II-3) *Incorporated by reference to the Exhibits filed with Actel Corporation's Quarterly Report on Form 10-Q (File No. 000-21970) for the fiscal quarter ended July 7, 2002.