Mountain View, Calif. -- July 26, 2007 -- Actel Corporation (NASDAQ: ACTL) today announced net revenues for the second quarter of 2007, which ended July 1, 2007. No additional financial results for the second quarter will be available until after completion of the ongoing review of the Company’s historical stock option practices and related accounting.
Net revenues for the second quarter of 2007 were $48.8 million, up 3 percent from the second quarter of 2006 and up slightly from the first quarter of 2007.
Revenue Outlook – Third Quarter 2007
The Company believes that third quarter revenues will be flat to minus four percent sequentially.
Stock Option Review
As previously announced:
A Special Committee of Actel’s Board of Directors, composed of independent directors and assisted by independent counsel, was appointed on September 22, 2006, to review the Company’s 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 a Current Report on Form 8-K filed by Actel on February 1, 2007. On March 9, 2007, the Special Committee delivered its final report to the Board of Directors.
Actel voluntarily informed the staff of the Securities and Exchange Commission (the “SEC”) about the internal review. On May 23, 2007, the staff indicated that it had closed its file and would not recommend any enforcement action by the SEC.
Actel has received notices from The Nasdaq Stock Market (“Nasdaq”) of staff determinations that the Company is 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 listed 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 Actel’s request for continued listing. On May 18, 2007, the Panel determined to delist the Company’s 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. The staff of the Nasdaq Listing Qualifications Department provided the Listing Council with an updated qualifications summary sheet and additional information on June 26, 2007, and the Company submitted additional information to the Listing Council on June 29, 2007. Pending further action by the Listing Council, Actel will remain a listed company.
On January 18, 2007, Actel’s management concluded that shareholders and other investors should no longer rely on the Company’s financial statements and the related reports or interim reviews of Actel’s independent registered public accounting firm and all earnings press releases and similar communications issued by the Company for fiscal periods commencing on or after January 1, 1996. Actel’s management has also concluded that the Company needs to restate its historical financial statements to record additional non-cash and potentially other charges related to past stock option grants.
Working with its independent registered public accounting firm, the Company is evaluating corrections to measurement dates and other related accounting issues and is quantifying the financial and tax impact of those inaccuracies and corrections. In lieu of amending its prior filings with the SEC to restate financial statements, Actel intends to include in its Annual Report on Form 10-K for the fiscal year ended December 31, 2006, the comprehensive disclosure outlined in guidance posted by the SEC Chief Accountant’s Office on January 16, 2007.
The Company intends to file its delinquent SEC periodic reports, including any required restatements, and solicit proxies and hold an annual shareholders’ meeting as soon as practicable.