SOURCE: Actel Corporation

September 12, 2007 16:30 ET

Actel Corporation Announces Third Quarter Business Update

MOUNTAIN VIEW, CA--(Marketwire - September 12, 2007) - Actel Corporation (NASDAQ: ACTL) today released its business update for the third quarter of fiscal 2007.

--  We expect that third quarter revenues will be flat to minus four
    percent sequentially.  This is unchanged from previous guidance.

Stock Option Review

As previously announced:

--  A Special Committee of our Board of Directors, composed of independent
    directors and assisted by independent counsel, was appointed on September
    22, 2006, to review our historical stock option grant practices and related
    accounting.  On January 30, 2007, the Special Committee presented its
    preliminary findings to the Board of Directors.  The preliminary findings
    were described in our Current Report on Form 8-K filed with the Securities
    and Exchange Commission ("SEC") on February 1, 2007.  On March 9, 2007, the
    Special Committee delivered its final report to the Board of Directors.
--  We voluntarily notified the SEC about the independent investigation
    prior to announcing it publicly on October 2, 2006.  By a letter dated
    November 2, 2006, we were informed by the SEC's Office of Enforcement that
    it was conducting an informal inquiry to determine whether there had been
    violations of the federal securities laws.  We voluntarily disclosed the
    requested information and otherwise cooperated with the Office of
    Enforcement, which notified us by a letter dated May 23, 2007, that it had
    closed its file and would not recommend any enforcement action by the SEC.
--  Due to the stock option investigation, we have not filed with the SEC
    a Quarterly Report on Form 10-Q for the quarter ended October 1, 2006, an
    Annual Report on Form 10-K for the fiscal year ended December 31, 2006
    ("Form 10-K"), or Quarterly Reports on Form 10-Q for the quarters ended
    April 1 and July 1, 2007, and did not hold an annual meeting of
    shareholders during 2006.
--  We have received notices from The Nasdaq Stock Market ("Nasdaq") of
    staff determinations that we are not in compliance with the requirement for
    continued listing set forth in Nasdaq Marketplace Rule 4310(c)(14), under
    which listed companies must file with the SEC all required reports, and
    Rules 4350(e) and 4350(g), under which companies must hold an annual
    meeting of shareholders, solicit proxies, and provide proxy statements to
    Nasdaq.  On February 16, 2007, a Nasdaq Listing Qualifications Panel
    ("Panel") granted our request for continued listing.  On May 18, 2007, the
    Panel determined to delist our securities, but stayed the delisting pending
    further action by the Nasdaq Listing and Hearing Review Council ("Listing
    Council").  On April 2, 2007, the Listing Council stayed the Panel's
    decision pending a review by the Listing Council.  On August 23, 2007, the
    Listing Council granted us an exception to demonstrate compliance with all
    continued listing requirements until October 22, 2007.
--  On January 18, 2007, we concluded that shareholders and other
    investors should no longer rely on our financial statements and the related
    reports or interim reviews of our independent registered public accounting
    firm and all of our earnings press releases and similar communications for
    fiscal periods commencing on or after January 1, 1996.  We also concluded
    that we need to restate our historical financial statements to record
    additional non-cash and potentially other charges related to past stock
    option grants.
--  Working with our independent registered public accounting firm, we are
    evaluating corrections to measurement dates and other related accounting
    issues and quantifying the financial and tax impact of those inaccuracies
    and corrections.  In lieu of amending our prior filings with the SEC to
    restate financial statements, we intend to include in our Form 10-K the
    comprehensive disclosure outlined in guidance posted by the SEC Chief
    Accountant's Office on January 16, 2007.

We intend to file our delinquent SEC periodic reports, including any required restatements, and solicit proxies and hold an annual shareholders' meeting as soon as practicable.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

The statements in this press release regarding our updated business guidance and intentions are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated in the forward-looking statements. Risk factors that make it difficult for us to accurately predict quarterly revenues include general economic conditions and a variety of risks specific to Actel or characteristic of the semiconductor industry, such as 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. Risk factors that make it difficult for us to predict when it will become current with the SEC's periodic reporting requirements and compliant with the Nasdaq's listing requirements include modifications in the amount and timing of previously awarded stock-based compensation; the recording of additional expenses, including expenses in past periods that were deemed immaterial at the time and expenses in the 2006 fiscal year that normally would have been subsequent events; claims and proceedings relating to such matters, including shareholder litigation; and negative tax or other implications resulting from any accounting adjustments or other factors. Any failure to meet expectations could cause the price of our stock to decline significantly. We do not assume, and expressly disclaim, any duty to update the forward-looking statements or risk factors.

About Actel

Attacking power consumption from both the chip and the system levels, Actel power-smart programmable solutions enable power-efficient design. The company is traded on the NASDAQ National Market under the symbol ACTL and is headquartered at 2061 Stierlin Court, Mountain View, Calif., 94043-4655. For more information about Actel, visit Telephone: 888-99-ACTL (992-2835).

Editor's Note: The Actel name and logo are trademarks of Actel Corporation.

Contact Information

  • Contact:
    Jon Anderson
    Actel Corporation
    (650) 318-4445