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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    January 4, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number 0-21970
      ACTEL CORPORATION
 (Exact name of Registrant as
    specified in its charter)
  California(State or other jurisdiction
    of
    incorporation or organization)

77-0097724(I.R.S. Employer
    Identification No.)2061 Stierlin Court
    Mountain View, California(Address of principal
    executive offices)

94043-4655(Zip
    Code)   (650) 318-4200
 (Registrants telephone
    number, including area code)
      Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
  Common
    Stock, $.001 par value
    Preferred Stock Purchase Rights (Title
    of class)
      o þ
  o þ
    þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated filer o

Accelerated filer þ

Non-accelerated filero
    (Do not check if a smaller reporting company)

Smaller reporting company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K Form 10-K.




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##### 





TABLE OF
    CONTENTS
   
 PagePART IITEM 1.

BUSINESS


1ITEM 1A.

RISK FACTORS


14ITEM 1B.

UNRESOLVED STAFF COMMENTS


30ITEM 2.

PROPERTIES


30ITEM 3.

LEGAL PROCEEDINGS


30ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


30ITEM 4A.

EXECUTIVE OFFICERS OF THE REGISTRANT


31PART IIITEM 5.

MARKET FOR THE REGISTRANTS COMMON STOCK,
    RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


32ITEM 6.

SELECTED FINANCIAL DATA


34ITEM 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


35ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


49ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


50ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


84ITEM 9A.

CONTROLS AND PROCEDURES


84ITEM 9B.

OTHER INFORMATION


85PART IIIITEM 10.

DIRECTORS AND EXECUTIVE OFFICERS OF THE
    REGISTRANT AND CORPORATE GOVERNANCE


85ITEM 11.

EXECUTIVE COMPENSATION


85ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


85ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


85ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES


85PART IVITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES


86EX-21EX-23EX-24EX-31.1EX-31.2EX-32   i




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  In this Annual Report on
    Form 10-K,
    Actel Corporation and its consolidated subsidiaries are referred
    to as we, us, our, The
    Company or Actel. You should read the
    information in this Annual Report with the Risk Factors in
    Item 1A. Unless otherwise indicated, the information in
    this Annual Report is given as of March 17, 2009, and we
    undertake no obligation to update any of the information,
    including forward-looking statements. All forward-looking
    statements are made under the safe harbor provisions of the
    Private Securities Litigation Reform Act of 1995. Statements
    containing words such as anticipates,
    believes, estimates,
    expects, intends, plans,
    seeks, and variations of such words and similar
    expressions are intended to identify the forward-looking
    statements. Actual results could differ materially from those
    projected in the forward-looking statements due to the risks
    identified in the Risk Factors or for other reasons.
      Form 10-K, Form 10-Q, Form 8-K,
  Industry
    Overview
   1




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start-up
      The Actel
    Advantage
  live-at-power-up boot-up
  live-at-power-up,
 2




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 Low
    Power
     Security
     Firm-Error
    Immunity
  failure-in-time
   Single
    Chip
  power-up.
   Small
    Footprint
     Live
    At
    Power-Up
  power-up
 3




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Products
      and/or
     IGLOO
    FPGAs
   Industrys
    lowest-power FPGAs
  Portable Design China
    feature-per-I/O EDN China
   4




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 ProASIC3/E
    FPGAs
   Low
    power FPGAs
  P-7000 P-6000.
  Portable
    Design
     Actel
    Fusion Mixed-Signal FPGAs
       RTAX-S
    and RTAX-SL FPGAs
   5




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EDN
    Supporting
    Products and Services
     Design
    and Development Software and Tools
  EDN China best-in-class
   IP
    Cores
   6




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 Programming
    Hardware
     Starter
    Kits
     Services
    and Support
    Vertical
    Markets and Applications
     Automotive
    
 7




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 Communications
        
   Consumer
   8




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application-specific
  
   Industrial
    
   Medical
  power-up/down
  
 9




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 Military
    and Aerospace
        
    Actel became the first FPGA vendor to achieve SAE/AS9100
    certification. Increasingly required by aerospace suppliers
    world-wide, Actel received the stringent AS9100 certification
    for its Quality Management System (QMS), which
    certifies that the companys processes related to design
    and manufacture of its low-power, programmable logic solutions
    have met or exceeded the required standard.
    Actels ProASIC3 devices, featuring Barcos BA511
    ARINC 429 IP core, were selected for a total of four DO-254
    certified safety-critical implementations in commercial aviation
    programs.    
  Sales and
    Distribution
   10




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Backlog
    Customer
    Service and Support
   11




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Manufacturing
    and Assembly
    
    Chartered in Singapore using 0.45- and 0.35-micron design rules;
    Infineon in Germany using 0.25- and 0.13-micron design rules;
    Panasonic (formerly Matsushita) in Japan using 1.0-, 0.9-, 0.8-
    and 0.25-micron design rules;
    UMC in Taiwan using 0.25/0.22-, 0.15-, and 0.13-micron and 65nm
    design rules; and
    Winbond in Taiwan using 0.8- and 0.45-micron design rules.  and/or
    Strategic
    Relationships
     UMC
     Future
    Electronics
    Research
    and Development
   12




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Competition
        Patents
    and Licenses
       13




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Employees
    ITEM 1A.
    RISK
    FACTORS  This Annual Report on
    Form 10-K,
    (or
    Form 10-K,)
    including any information incorporated by reference herein,
    contains forward looking statements within the meaning of
    Section 27A of the Securities Act of 1933, as amended,
    (referred to as the Securities Act,) and Section 21E of the
    Securities Exchange Act of 1934, as amended, (referred to as the
    Exchange Act.) In some cases, you can identify forward looking
    statements by terms such as may, will,
    should, expect, plan,
    intend, forecast,
    anticipate, believe,
    estimate, predict,
    potential, continue or the negative of
    these terms or other comparable terminology. The forward looking
    statements contained in this
    Form 10-K
    involve known and unknown risks, uncertainties and situations
    that may cause our or our industrys actual results, level
    of activity, performance or achievements to be materially
    different from any future results, levels of activity,
    performance or achievements expressed or implied by these
    statements. These factors include those listed below in this
    Item 1A and those discussed elsewhere in this
    Form 10-K.
    We encourage investors to review these factors carefully. We may
    from time to time make additional written and oral forward
    looking statements, including statements contained in our
    filings with the SEC. We do not undertake to update any forward
    looking statement that may be made from time to time by or on
    behalf of us, whether as a result of new information, future
    events or otherwise, except as required by law.
  Before deciding to purchase, hold or sell our securities, you
    should be aware that our business faces numerous financial and
    market risks, including those described below, as well as
    general economic and business risks. The following discussion
    provides information concerning the material risks and
    uncertainties that we have identified
 14




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and believe may adversely affect our business, our financial
    condition and our results of operations. Before you decide
    whether to invest in our securities, you should carefully
    consider these risks and uncertainties, together with all of the
    other information included in this Annual Report on
    Form 10-K.
  Risks
    Related to Our Failure to Meet Expectations
    The
    current worldwide economic crisis makes quarterly revenues
    difficult to predict.
    We
    derive a significant percentage of our quarterly revenues from
    bookings received during the quarter, making quarterly revenues
    difficult to predict.
    We
    sometimes derive a significant percentage of our quarterly
    revenues from shipments made in the final weeks of the quarter,
    making quarterly revenues difficult to predict.
    Our
    military and aerospace shipments tend to be large and are
    subject to complex scheduling uncertainties, making quarterly
    revenues difficult to predict.
   15




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We
    derive a majority of our quarterly revenues from products resold
    by our distributors, making quarterly revenues difficult to
    predict.
  and/or
  An
    unanticipated shortage of products available for sale may cause
    our quarterly revenues and/or operating results to fall short of
    expectations.
    Unanticipated
    increases, or the failure to achieve anticipated reductions, in
    the cost of our products may cause our quarterly operating
    results to fall short of expectations.
  re-spin
  Unanticipated
    reductions in the average selling prices of our products may
    cause our quarterly revenues and operating results to fall short
    of expectations.
   16




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and/or
  In
    preparing our financial statements, we make good faith estimates
    and judgments that may change or turn out to be
    erroneous.
    build-up built-up build-up ramp-up
    Our
    gross margin may decline as we increasingly compete with ASICs
    and serve the value-based market.
   17




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We may
    not win sufficient designs, or the designs we win may not
    generate sufficient revenues, for us to maintain or expand our
    business.
  and/or
  Our
    restructuring plan may not properly realign our cost structure
    and may adversely affect our business, financial condition,
    and/or operating results.
  and/or and/or
  Risks
    Related to Defective Product
   18




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Any
    error or defect in our products could have a material adverse
    effect on our business, financial condition, and operating
    results.
  and/or
  Any
    product liability claim could pose a significant risk to our
    business, financial condition, and operating
    results.
  and/or
  Risks
    Related to New Products
  and/or
    Our
    introduction of the Actel Fusion PSC presents numerous
    significant challenges.
  and/or
 19




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Numerous
    factors can cause the development or introduction of new
    products to fail or be delayed.
    
    anticipate future customer demand and the technology that will
    be available to meet the demand;
    define the product and its architecture, including the
    technology, silicon, programmer, IP, software, and packaging
    specifications;
    obtain access to advanced manufacturing process technologies;
    design and verify the silicon;
    develop and release evaluation software;
    layout the FPGA and other functional blocks along with the
    circuitry required for programming;
    integrate the FPGA block with the other functional blocks;
    simulate (i.e., test) the design of the product;
    tapeout the product (i.e., compile a database containing the
    design information about the product for use in the preparation
    of photomasks);
    generate photomasks for use in manufacturing the product and
    evaluate the software;
    manufacture the product at the foundry;
    verify the product; and
    qualify the process, characterize the product, and release
    production software.  and/or
  New
    products are subject to greater design and operational
    risks.
  and/or
  New
    products are subject to greater technology risks.
  state-of-the-art and/or
 20




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New
    products generally have lower gross margins.
    Risks
    Related to Competitive Disadvantages
    Many
    of our current and potential competitors are larger and have
    more resources.
    Our
    antifuse technology is not reprogrammable, which is a
    competitive disadvantage in most cases.
    Our
    Flash and antifuse technologies are not manufactured on standard
    processes, which is a competitive disadvantage.
   21




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Risks
    Related to Events Beyond Our Control
  and/or
  Our
    operations and those of our partners are located in areas
    subject to volatile natural, economic, social, and political
    conditions.
  and/or
  We
    have only limited insurance coverage.
  and/or
  Risks
    Related to Dependence on Third Parties
    Our
    independent wafer manufacturers may be unable or unwilling to
    satisfy our needs in a timely manner, which could harm our
    business.
  and/or
  Our
    limited volume and customized process requirements generally
    make us less attractive to independent wafer
    manufacturers.
   22




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and/or
  Identifying
    and qualifying new independent wafer manufacturers is difficult
    and might be unsuccessful.
  and/or
  Our
    independent assembly subcontractors may be unable or unwilling
    to meet our requirements, which could delay product shipments
    and result in the loss of customers or revenues.
  and/or
  Our
    independent software and hardware developers and suppliers may
    be unable or unwilling to satisfy our needs in a timely manner,
    which could impair the introduction of new products or the
    support of existing products.
  and/or and/or and/or
  Our
    future performance will depend in part on the effectiveness of
    our independent distributors in marketing, selling, and
    supporting our products.
  and/or
 23




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Distributor
    contracts generally can be terminated on short
    notice.
  and/or
  Fluctuations
    in inventory levels at our distributors can affect our operating
    results.
    Risk
    Related to the Conduct of International Business
  and/or and/or
  We
    depend on international operations for almost all of our
    products.
  and/or
  We
    depend on international sales for a substantial portion of our
    revenues.
   24




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and/or
  Risk
    Related to Economic and Market Fluctuations
    Our
    business has been, and may be further, adversely affected by the
    current financial and economic crises.
      and/or
    Our
    revenues and operating results may be adversely affected by
    future downturns in the semiconductor industry.
  and/or
  Our
    revenues and operating results may be adversely affected by
    future downturns in the military and aerospace
    market.
   25




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and/or
  Our
    revenues and operating results may be adversely affected by
    changes in the military and aerospace market.
  and/or and/or
  Our
    revenues and/or operating results may be adversely affected by
    future downturns at any of our major customers.
  and/or
  We are
    exposed to fluctuations in the market values of our investment
    portfolio.
     26




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Risks
    Related to Changing Rules and Practices
  and/or
  Changes
    in accounting for equity compensation adversely affected our
    operating results and may adversely affect our ability to
    attract and retain employees.
    and/or
  Compliance
    with the Sarbanes-Oxley Act of 2002 and related corporate
    governance and public disclosure requirements have resulted in
    significant additional expense.
     27




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Other
    Risks
  Any
    acquisition we make may harm our business, financial condition,
    and/or operating results.
  and/or and/or
  We may
    face significant business and financial risk from claims of
    intellectual property infringement asserted against us, and we
    may be unable to adequately obtain or enforce intellectual
    property rights.
  and/or
  and/or and/or
     28




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and/or
  We may
    be unable to attract or retain the personnel necessary to
    successfully develop our technologies, design our products, or
    operate, manage, or grow our business.
    and/or and/or
  We
    have some arrangements that may not be neutral toward a
    potential change of control and our Board of Directors could
    adopt others.
        Our
    stock price may decline significantly, possibly for reasons
    unrelated to our operating performance.
    
    quarterly fluctuations in our financial results or the financial
    results of our competitors or other semiconductor companies; 29




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
    changes in the expectations of analysts regarding our financial
    results or the financial results of our competitors or other
    semiconductor companies;
    announcements of new products or technical innovations by Actel
    or by our competitors; or
    general conditions in the semiconductor industry, financial
    markets, or economy. Like many other stocks, the price of our
    Common Stock has declined and, if investors continue to have
    concerns that our business and operating results will be
    adversely affected by the worldwide economic downturn, our stock
    price could further decline.  If our
    stock price declines sufficiently, we would write down our
    goodwill, which may have a materially adverse affect on our
    operating results.
    If our
    long-lived assets become impaired, our operating results will be
    adversely affected.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   30




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ITEM 4A.
    EXECUTIVE
    OFFICERS OF THE REGISTRANT  Executive
    Officers
    Name(1)

Age

PositionJohn C. East


64


President and Chief Executive OfficerEsmat Z. Hamdy


59


Senior Vice President of Technology and OperationsJay A. Legenhausen


42


Senior Vice President of Worldwide SalesFares N. Mubarak


47


Senior Vice President of Engineering & MarketingAnthony Farinaro


46


Vice President & General Manager of Design ServicesBarbara L. McArthur


58


Vice President of Human ResourcesDavid L. Van De Hey


53


Vice President & General Counsel and SecretaryDirk A. Sodestrom


51


Acting Chief Financial Officer                31




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PART II  ITEM 5.
    MARKET
    FOR THE REGISTRANTS COMMON STOCK, RELATED SHAREHOLDER
    MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES    2008


2007High


Low


High


LowFirst Quarter

$
15.70


$
10.27


$
18.79


$
15.29Second Quarter


18.79



14.54



17.72



13.01Third Quarter


17.28



10.75



14.30



9.63Fourth Quarter


12.72



6.75



13.77



9.83     Dividend
    Policy
   32




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Company
    Stock Performance
  The following information shall not be deemed to be
    soliciting material or to be filed with
    the SEC or subject to Regulations 14A or 14C, or to the
    liabilities of Section 18 of the Exchange Act, except to
    the extent that Actel specifically requests that such
    information be treated as soliciting material or specifically
    incorporates it by reference into a filing under the Securities
    Act or the Exchange Act.
    Comparison
    of Cumulative Total Return
  
   33




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ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K
  ACTEL
    CORPORATION
    SELECTED CONSOLIDATED FINANCIAL DATA
  Years EndedJan. 4,


Jan. 6,


Dec. 31,


Jan. 1,


Jan. 2,2009


2008


2006


2006


2005(In thousands, except per share data)Consolidated Statements of Operations Data:Net revenues

$
218,406


$
197,043


$
191,499


$
178,947


$
165,402Costs and expenses:Total cost of revenues(1)(3)


89,714



82,363



75,618



73,282



70,404Research and development(3)(6)


65,658



63,726



56,926



48,242



45,701Selling, general, and administrative(3)(4)(5)


63,145



63,053



67,959



49,649



47,975Restructuring charge(7)


2,424















Amortization of acquisition-related intangibles(2)


796







15



1,908



2,651Total costs and expenses


221,737



209,142



200,518



173,081



166,731Income (loss) from operations


(3,331
)


(12,099
)


(9,019
)


5,866



(1,329
)Interest income and other, net of expense


5,433



8,607



7,128



3,912



3,398Income (loss) before tax provision (benefit)


2,102



(3,492
)


(1,891
)


9,778



2,069Tax provision (benefit)(8)


13,827



(588
)


264



2,742



(705
)Net income (loss)

$
(11,725
)

$
(2,904
)

$
(2,155
)

$
7,036


$
2,774Net income (loss) per share:Basic

$
(0.45
)

$
(0.11
)

$
(0.08
)

$
0.28


$
0.11Diluted

$
(0.45
)

$
(0.11
)

$
(0.08
)

$
0.28


$
0.11Shares used in computing net income (loss) per share:Basic


25,851



26,888



26,106



25,277



25,584Diluted


25,851



26,888



26,106



25,545



26,381   As ofJan. 4,


Jan. 6,


Dec. 31,


Jan. 1,


Jan. 2,2009


2008


2006


2006


2005(In thousands)Consolidated Balance Sheet Data:Working capital

$
169,723


$
207,910


$
191,278


$
177,491


$
194,613Total assets


343,261



363,616



368,922



343,196



318,171Total shareholders equity


268,325



291,492



290,616



276,057



267,816     (1)
    
    During the fourth quarter of fiscal 2004 we incurred incremental
    charges included in cost of revenues of $3.2 million for
    expenses associated with the testing of the RTSX-S space
    qualified FPGAs and the write-down 34




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of RTSX-S inventory from the original manufacturer. During the
    fourth quarter of fiscal 2006 we recorded charges of
    $2.2 million in connection with the write-down of certain
    excess inventory. During the fourth quarter of fiscal 2007, we
    recorded charges of $2.2 million for excess reserves
    associated with commercial last time buy products.(2)
    
    Beginning in 2002, we ceased to amortize goodwill in accordance
    with SFAS No. 142, Goodwill and Other Intangible
    Assets. Instead, goodwill is subject to annual impairment
    tests and written down only when identified as impaired.
    Non-goodwill intangible assets with definite lives continue to
    be amortized under SFAS No. 141 and 142. See
    Notes 1 and 2 of Notes to Consolidated Financial
    Statements for further information.(3)
    
    On January 2, 2006, we adopted SFAS No. 123(R),
    Share-Based Payment, which requires us to measure
    all employee stock-based compensation awards using a fair value
    method and record such expense in our consolidated financial
    statements. As a result, we recorded pre-tax stock based
    compensation expense of $9.1 million, $7.9 million and
    $11.0 million for fiscal 2008, 2007 and 2006, respectively,
    under SFAS No. 123(R).(4)
    
    During fiscal 2006, we recorded charges of $10.0 million
    and $0.4 million in connection with the settlement of
    certain patent and license infringement claims.(5)
    
    During fiscal 2008, 2007 and 2006, we incurred
    $1.6 million, $5.5 million and $2.0 million,
    respectively, of legal and accounting costs in connection with
    the Companys stock options investigation that was
    initiated during the fourth quarter of fiscal 2006.(6)
    
    During the second quarter of fiscal 2007, we recorded a
    $3.7 million charge for certain prepaid wafer costs that
    had been included in other assets in the accompanying
    consolidated balance sheet. This charge was recorded due to
    changes in the Companys product plans.(7)
    
    During the fourth quarter of fiscal 2008, we recorded a charge
    of $2.4 million relating to a 10 percent reduction in
    force to improve our operating results. Approximately 60
    positions were eliminated.(8)
    
    During the fourth quarter of 2008, we recognized a valuation
    allowance of $12.7 million against a portion of the
    Companys deferred tax assets. The increase in the
    valuation allowance results from uncertainties surrounding the
    nature and timing of the taxable income required to realize
    certain tax credits and net operating loss carryforwards.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  You should read the following discussion of our financial
    condition and results of operations in conjunction with our
    Consolidated Financial Statements and the related Notes to
    Consolidated Financial Statements, and Financial
    Statement Schedules, and Supplementary Financial
    Data included in this Annual Report on
    Form 10-K.
    This Annual Report on
    Form 10-K,
    including the Managements Discussion and Analysis of
    Financial Condition and Results of Operations, contains
    forward-looking statements regarding future events and the
    future results of our Company that are based on current
    expectations, estimates, forecasts, and projections about the
    industry in which we operate and the beliefs and assumptions of
    our management. Words such as expects,
    anticipates, targets, goals,
    projects, intends, plans,
    believes, seeks, estimates,
    variations of such words, and similar expressions are intended
    to identify such forward-looking statements. These
    forward-looking statements are only predictions and are subject
    to risks, uncertainties, and assumptions that are difficult to
    predict. Therefore, actual results may differ materially and
    adversely from those expressed in any forward-looking
    statements. These forward looking statements are made in
    reliance upon the safe harbor provision of the Private
    Securities Litigation Reform Act of 1995. Factors that might
    cause or contribute to such differences include, but are not
    limited to, those discussed in this Annual Report under the
    section entitled Risk Factors in Item 1A of
    Part I. We undertake no obligation to revise or update
    publicly any forward-looking statements for any reason.
 35




---



##### Table of Contents



Overview
       Semiconductor
    Industry
  year-on-year
   Logic
    Market
     Technology
  live-at-power-up,
   Flash
  side-by-side. power-up power-up,
 36




---



##### Table of Contents



 Antifuse
     Strategy
  live-at-power-up,
   Key
    Indicators
   37




---



##### Table of Contents



Results
    of Operations
    Years EndedJan. 4,


Jan. 6,


Dec. 31,2009


2008


2006Net revenues


100.0
%


100.0
%


100.0
%Cost of revenues


41.1



41.8



39.5Gross margin


58.9



58.2



60.5Research and development


30.1



32.3



29.7Selling, general, and administrative


28.9



32.0



35.5Restructuring charge


1.1



0.0



0.0Amortization of acquisition-related intangibles


0.3



0.0



0.0Income (loss) from operations


(1.5
)


(6.1
)


(4.7
)Interest income and other, net of expense


2.5



4.3



3.7Income (loss) before tax provision (benefit)


1.0



(1.8
)


(1.0
)Tax provision (benefit)


6.4



(0.3
)


0.1Net income (loss)


(5.4
)%


(1.5
)%


(1.1
)%    Net
    Revenues
  period-to-period
       38




---



##### Table of Contents



 Gross
    Margin
       Research
    and Development (R&D)
       Selling,
    General, and Administrative (SG&A)
     Restructuring
    Charges
   39




---



##### Table of Contents



 Amortization
    of Other Acquisition-Related Intangibles
     Interest
    Income and Other, Net of Expense
  other-than-temporarily
   Tax
    Provision (Benefit)
         40




---



##### Table of Contents



Financial
    Condition, Liquidity, and Capital Resources
    As of


As ofJan. 4, 2009


Jan. 6, 2008


$ Change


% ChangeIn thousandsCash and cash equivalents, short and long-term investments

$
146,557


$
189,170


$
(42,613
)


(23
)%Accounts receivable, net

$
11,596


$
18,116


$
(6,520
)


(36
)%Inventories

$
60,630


$
35,587


$
25,043



70
%   Year EndedJan. 4,


Jan. 6,2009


2008In thousandsNet cash provided by operating activities

$
9,830


$
10,764Net cash provided by (used in) investing activities

$
28,629


$
(11,884
)Net cash used in financing activities

$
(18,939
)

$
(2,460
)    Cash,
    Cash Equivalents, and Investments
    build-up
       41




---



##### Table of Contents



Payments Due by Period2014Total

2009

2010

2011

2012

2013

and Later(In thousands)Operating and capital leases

$
17,918


$
3,800


$
3,478


$
3,291


$
3,291


$
3,377


$
681        Accounts
    Receivable
     42




---



##### Table of Contents



 Inventories
  build-up built-up build-up ramp-up and/or
       Property
    and Equipment
   43




---



##### Table of Contents



 Goodwill
    and Other Intangible Assets, Net
         Other
    Assets,Net
     Current
    Liabilities
     Shareholders
    Equity
   44




---



##### Table of Contents



Impact of
    Recently Issued Accounting Standards
    No. 142-3,  (FSP 142-3). FSP 142-3 FSP 142-3
  No. 157-3, (FSP 157-3). 
  Critical
    Accounting Policies and Estimates
     Revenues
   45




---



##### Table of Contents



 Inventories
     46




---



##### Table of Contents



build-up
     Legal
    Matters and Loss Contingencies
  and/or and/or
     Income
    Taxes
   47




---



##### Table of Contents



 Stock-Based
    Compensation Expense
       Long-Lived
    Assets Impairment
     48




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    available-for-sale
    other-than-temporary
  other-than-temporarily
 49




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  ACTEL
    CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
  Jan. 4,


Jan. 6,2009


2008(In thousands, except share and per share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
49,639


$
30,119Short-term investments


89,111



152,609Accounts receivable, net


11,596



18,116Inventories


60,630



35,587Deferred income taxes


11,313



19,350Prepaid expenses and other current assets


6,888



10,259Total current assets


229,177



266,040Long-term investments


7,807



6,442Property and equipment, net


34,747



25,417Goodwill and other intangible assets, net


35,540



30,197Deferred income taxes


13,968



16,082Other assets, net


22,022



19,438$
343,261


$
363,616LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
14,672


$
16,972Accrued compensation and employee benefits


11,240



6,181Accrued licenses


3,952



4,927Other accrued liabilities


5,274



3,941Deferred income on shipments to distributors


24,316



26,109Total current liabilities


59,454



58,130Deferred compensation plan liability


4,086



5,479Deferred rent liability


1,449



1,417Accrued sabbatical compensation


2,739



3,380Other long-term liabilities, net


7,208



3,718Total liabilities


74,936



72,124Commitments and contingencies (Note 4)Shareholders equity:Preferred stock, $0.001 par value per share;
    4,500,000 shares authorized; none issued or outstanding






Series A Preferred stock, $0.001 par value per share;
    500,000 shares authorized; none issued or outstanding






Common Stock, $0.001 par value; 55,000,000 shares
    authorized; 25,777,128 shares and 26,516,850 shares
    issued and outstanding at January 4, 2009 and
    January 6, 2008


25



26Additional paid-in capital


232,168



231,491Retained earnings


36,979



59,189Accumulated other comprehensive (loss) income


(847
)


786Total shareholders equity


268,325



291,492$
343,261


$
363,616    50




---



##### Table of Contents



ACTEL
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Years Ended,Jan. 4, 2009


Jan. 6, 2008


Dec. 31, 2006(In thousands, except per share amounts)Net revenues

$
218,406


$
197,043


$
191,499Costs and expenses:Cost of revenues


89,714



82,363



75,618Research and development


65,658



63,726



56,926Selling, general, and administrative


63,145



63,053



67,959Restructuring charge


2,424







Amortization of acquisition-related intangibles


796







15Total costs and expenses


221,737



209,142



200,518Loss from operations


(3,331
)


(12,099
)


(9,019
)Interest income and other, net


5,433



8,607



7,128Income (loss) before tax provision (benefit)


2,102



(3,492
)


(1,891
)Tax provision (benefit)


13,827



(588
)


264Net loss

$
(11,725
)

$
(2,904
)

$
(2,155
)Net loss per share:Basic

$
(0.45
)

$
(0.11
)

$
(0.08
)Diluted

$
(0.45
)

$
(0.11
)

$
(0.08
)Shares used in computing net loss per share:Basic


25,851



26,888



26,106Diluted


25,851



26,888



26,106    51




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##### Table of Contents



ACTEL
    CORPORATION
 CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY AND ACCUMULATED OTHER
    COMPREHENSIVE INCOME (LOSS)  AccumulatedAdditional


Deferred





Other


TotalCommon


Paid-in


Stock


Retained


Comprehensive


ShareholdersStock


Capital


Compensation


Earnings


Income (Loss)


Equity(In thousands, except share amounts)Balance at January 1, 2006

$
26


$
210,101


$
(63
)

$
66,733


$
(740
)

$
276,057Net loss














(2,155
)






(2,155
)Other comprehensive income (loss):Change in unrealized gain/loss on investments, net of tax


















309



309Total comprehensive loss






















(1,846
)Stock-based compensation






11,256















11,256Reversal of deferred tax assets upon cancellation of options






(2,054
)














(2,054
)Issuance of 906,380 shares of common stock under employee
    stock plans






9,437















9,437Tax withholding on restricted stock






(2,234
)














(2,234
)Reversal of unearned stock-based compensation upon adoption of
    SFAS 123R






(63
)


63











Balance at December 31, 2006


26



226,443







64,578



(431
)


290,616Net loss














(2,904
)






(2,904
)Other comprehensive income (loss):Change in unrealized gain/loss on investments, net of tax


















1,217



1,217Total comprehensive loss






















(1,687
)Cumulative effect  adoption of
    EITF 06-2,
    net of tax














(2,485
)






(2,485
)Stock-based compensation






7,508















7,508Tax withholding on restricted stock






(2,798
)














(2,798
)Receipt of price differential for remeasured options






338















338Balance at January 6, 2008


26



231,491







59,189



786



291,492Net loss














(11,725
)






(11,725
)Other comprehensive income (loss):Change in unrealized gain/loss on investments, net of tax


















(1,633
)


(1,633
)Total comprehensive loss






















(13,358
)Issuance of 569,033 shares of common stock under employee
    stock plans






6,540















6,540Repurchase of common stock


(1
)


(14,456
)






(10,485
)






(24,942
)Stock-based compensation






9,130















9,130Tax benefit on stock option exercises






266















266Tax withholding on restricted stock






(803
)














(803
)Balance at January 4, 2009

$
25


$
232,168


$



$
36,979


$
(847
)

$
268,325    52




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##### Table of Contents



ACTEL
    CORPORATION
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Years Ended,Jan. 4, 2009


Jan. 6, 2008


Dec. 31, 2006(In thousands)Operating activities:Net loss

$
(11,725
)

$
(2,904
)

$
(2,155
)Adjustments to reconcile net loss to net cash provided by
    operating activities net of effects of acquired business:Depreciation and amortization


12,645



10,373



9,782Loss on fixed asset disposal


244







Investment impairment


907







Stock compensation costs


9,096



7,872



10,990Wafer prepayment charge






3,700



Deferred income taxes


12,783



(1,210
)


(434
)Excess tax benefits on option exercises


(266
)






Changes in operating assets and liabilities:Accounts receivable


7,362



3,901



3,270Inventories


(24,612
)


3,491



(1,564
)Prepaid expenses and other current assets


3,320



(767
)


(938
)Other assets, net


(3,709
)


(1,909
)


(5,627
)Accounts payable, accrued compensation and employee benefits,
    and other accrued liabilities


5,682



(8,595
)


10,159Deferred income on shipments to distributors


(1,897
)


(3,188
)


1,046Net cash provided by operating activities


9,830



10,764



24,529Investing activities:Purchases of property and equipment


(21,422
)


(13,020
)


(8,678
)Purchases of available-for-sale securities


(69,009
)


(44,264
)


(145,200
)Sales of available-for-sale securities


61,563



6,934



51,780Maturities of available-for-sale securities


66,043



38,545



79,951Acquisition of Pigeon Point, net of cash acquired


(8,350
)






Changes in other long term assets


(196
)


(79
)


81Net cash provided by (used in) investing activities


28,629



(11,884
)


(22,066
)Financing activities:Issuance of common stock under employee stock plans


6,540







9,437Excess tax benefit on option exercises


266







Tax withholding on restricted stock


(803
)


(2,798
)


(2,234
)Receipt of price differential for remeasured options






338



Repurchase of common stock


(24,942
)






Net cash provided by (used in) financing activities


(18,939
)


(2,460
)


7,203Net increase (decrease) in cash and cash equivalents


19,520



(3,580
)


9,666Cash and cash equivalents, beginning of year


30,119



33,699



24,033Cash and cash equivalents, end of year

$
49,639


$
30,119


$
33,699Supplemental disclosures of cash flow information:Cash paid during the year for income taxes, net

$
447


$
428


$
510Supplemental schedule of non-cash activities:Accrual of long-term license agreements

$
8,201


$
3,451


$
9,557    53




---



##### Table of Contents



ACTEL
    CORPORATION
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  1.
    Organization
    and Summary of Significant Accounting Policies    Basis
    of Presentation
      Use of
    Estimates
    Advertising
    and Promotion Costs
    Cash
    Equivalents and Investments
     54




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Concentration
    of Credit Risk
     55




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      and/or
  Fair
    Value of Financial Instruments
     Accounts
    Payable and Accrued Liabilities
     Cash
    and Cash Equivalents
     Accounts
    Receivable
     Insurance
    Contracts
     Investment
    Securities
  FSP 157-2
 56




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Level 1 inputs are quoted prices in active markets for
    identical assets or liabilities that the reporting entity has
    the ability to access at the measurement date.
    Level 2 inputs are inputs other than quoted prices included
    within Level 1 that are observable for the asset or
    liability, either directly or indirectly.
    Level 3 inputs are unobservable inputs for the asset or
    liability that are supported by little or no market activity and
    that are significant to the fair value of the underlying asset
    or liability.    Sabbatical
    Leave
  No. 06-2,
  Impact
    of Recently Issued Accounting Standards
    No. 142-3, (FSP 142-3). FSP 142-3 FSP 142-3
  FSP 157-2, (FSP 157-2). FSP 157-2
 57




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 157-3, (FSP 157-3).
  Income
    Taxes
    Inventories
  (first-in,
    build-up
 58




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Legal
    Matters and Loss Contingencies
  and/or and/or
    Property
    and Equipment
    Equipment

2 to 5 yearsFurniture and fixtures

3 to 5 yearsLeasehold improvements

Shorter of useful life or remaining term of lease    59




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Long-Lived
    Assets Impairment
        Revenue
    Recognition
   60




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Stock-Based
    Compensation
    Determining
    Fair Value
  Valuation and amortization method
  Expected Term
 61




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Expected Volatility 
  Expected Dividend
  Risk-Free Interest Rate
  Fair Value
  Jan, 4, 2009


Jan, 6, 2008


Dec. 31, 2006Option Plan SharesExpected term (in years)


5.48



4.72



4.65Volatility


39.8
%


42.3
%


44.4
%Risk-free interest rate


2.9
%


4.0
%


4.5
%Weighted-average fair value

$
5.66


$
4.90


$
7.22ESPP SharesExpected term (in years)


1.25







1.27Volatility


42.0
%






32.0
%Risk-free interest rate


2.1
%






4.6
%Weighted-average fair value

$
4.01






$
4.07     Reclassifications
    2.
    Balance
    Sheet Detail  Jan. 4, 2009


Jan. 6, 2008(In thousands)Accounts receivable:Trade accounts receivable

$
11,952


$
18,810Allowance for doubtful accounts


(356
)


(694
)$
11,596


$
18,116  62




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Jan. 4, 2009


Jan. 6, 2008(In thousands)Inventories:Purchased parts and raw materials

$
14,372


$
7,185Work-in-process


28,913



17,253Finished goods


17,345



11,149$
60,630


$
35,587Property and equipment:Equipment(1)

$
105,895


$
93,068Furniture and fixtures


846



2,762Leasehold improvements


6,803



4,060113,544



99,890Accumulated depreciation


(78,797
)


(74,473
)$
34,747


$
25,417     (1)
    
    Includes $0.5 million of equipment purchased under a
    capital lease agreement as of January 4, 2009 and none as
    of January 6, 2008.    Goodwill
    and other intangible assets, net:
   63




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Gross


AccumulatedAssets


Amortization


Net(In thousands)January 4, 2009Goodwill

$
50,973


$
(20,197
)

$
30,776Acquisition-related developed technology


15,123



(11,715
)


3,408Other acquisition-related intangibles


3,044



(1,688
)


1,356Acquired patents


1,842



(1,842
)


Total goodwill and identified intangible assets

$
70,982


$
(35,442
)

$
35,540   Gross


AccumulatedAssets


Amortization


Net(In thousands)January 6, 2008Goodwill

$
48,574


$
(18,377
)

$
30,197Acquisition-related developed technology


11,454



(11,454
)


Other acquisition-related intangibles


1,274



(1,274
)


Acquired patents


1,842



(1,842
)


Total goodwill and identified intangible assets

$
63,144


$
(32,947
)

$
30,197     Jan. 4, 2009


Jan. 6, 2008(In thousands)Other Assets:Prepaid long-term license fees

$
17,624


$
13,857Deferred compensation plan assets


3,920



5,187Other


478



394$
22,022


$
19,438   3.
    Financial
    Instruments   64




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements UsingQuoted Prices inActive Markets


Significant Other


Significantfor Identical


Observable Inputs


UnobservableDescription

Total


Assets (Level 1)


(Level 2)


Inputs (Level 3)Available-for-sale securities(1)

$
133,498


$
36,580


$
96,918



     (1)
    
    Included in cash and cash equivalents, short-term and long-term
    investments on our consolidated balance sheet.    
    The length of time and extent to which the market value of the
    investment has been less than cost.
    The financial condition and near-term prospects of the issuer,
    including any specific events that may influence the operations
    of the issuer.
    Our intent and ability to retain our investment in the issuer
    for a period of time sufficient to allow for any anticipated
    recovery in market value.        Gross


Gross


EstimatedUnrealized


Unrealized


FairCost


Gains


Losses


Values(In thousands)January 4, 2009Money market mutual funds

$
36,580


$



$



$
36,580Asset backed obligations


25,559



5



(1,893
)


23,671Corporate bonds


37,032



198



(431
)


36,799U.S. Treasury obligations


3,549



23







3,572U.S. government agency securities


30,629



746







31,375Floating rate notes


1,500



1







1,501Total available-for-sale securities

$
134,849


$
973


$
(2,324
)

$
133,498Included in cash and cash equivalents













$
36,580Included in short term investments














89,111Included in long term investments














7,807Total available-for-sale securities













$
133,498  65




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Gross


Gross


EstimatedUnrealized


Unrealized


FairCost


Gains


Losses


Values(In thousands)January 6, 2008Money market mutual funds

$
9,345


$



$



$
9,345Asset backed obligations


33,786



149



(106
)


33,829Corporate bonds


68,106



602



(165
)


68,543U.S. Treasury obligations


2,809



90







2,899U.S. government agency securities


47,074



666







47,740Floating rate notes


3,499



22







3,521Municipal obligations


2,497



22







2,519Total available-for-sale securities

$
167,116


$
1,551


$
(271
)

$
168,396Included in cash and cash equivalents













$
9,345Included in short term investments














152,609Included in long term investments














6,442Total available-for-sale securities













$
168,396     Aggregate


AggregateValue of


Fair ValueUnrealized


ofLoss


Investments(In thousands)Unrealized loss position for less than twelve months

$
(675
)

$
32,646Unrealized loss position for greater than twelve months

$
(1,649
)

$
10,051         66




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (In thousands)Available-for-sale debt securities:Due in less than one year

$
52,384Due in one to five years


44,534$
96,918     4.
    Commitments
    and Contingencies   Commitments
            Payments Due by Period2014Total

2009

2010

2011

2012

2013

and Later(In thousands)Operating and capital leases

$
17,918


$
3,800


$
3,478


$
3,291


$
3,291


$
3,377


$
681  67




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Contingencies
    
    Panasonic Corporation (formerly Matsushita Electric Industrial
    Co. Ltd.), one of our foundry partners, in the amount of
    Japanese Yen 30 million (approximately
    $0.3 million), and
    Employment Development Department of the State of California, in
    the amount $0.2 million.    5.
    Retirement
    Plan      6.
    Stock
    Based Compensation  
    Stock-Based Compensation Expense
   68




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##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Jan. 4,


Jan. 6,


Dec. 31,2009


2008


2006Cost of revenues

$
410


$
554


$
506Research and development


4,147



4,024



5,648Selling, general, and administrative


4,540



3,294



4,836Total stock-based compensation expense, before income taxes


9,097



7,872



10,990Tax benefit


1,796



1,518



1,632Total stock-based compensation expense, net of income taxes

$
7,301


$
6,354


$
9,358                  69




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##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    Stock Option Plans
          Weighted-Weighted-


AverageAverage


Remaining


AggregateNumber


Exercise


Contractual


IntrinsicOptions

of Shares


Price


Term


Value(In thousands)Outstanding at January 1, 2006


9,646,487


$
19.57Granted


1,009,927



15.13Exercised


(540,221
)


12.43Exchanged


(4,182,027
)


23.39Forfeitures and cancellations


(269,312
)


18.08Outstanding at December 31, 2006


5,664,854



16.71Granted


978,595



11.84Forfeitures and cancellations


(770,023
)


15.41Outstanding at January 6, 2008


5,873,426



16.07Granted


1,207,743



13.93Exercised


(362,805
)


12.07Forfeitures and cancellations


(370,633
)


17.22Outstanding at January 4, 2009


6,347,731



16.05



5.72


$
477Vested and expected to vest at January 4, 2009


6,245,868



16.09



5.67


$
465Exercisable at January 4, 2009


4,266,175



17.34



4.26


$
134  70




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##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      January 4, 2009Options Outstanding


Options ExercisableWeightedAverageRemaining


Weighted





WeightedContract


Average





AverageNumber of


Life


Exercise


Number of


ExerciseRange of Exercise Prices

Shares


(In Years)


Price


Shares


Price$ 0.07 - 0.07


6,844



1.30


$
0.07



6,844


$
0.0710.39 - 11.05


653,477



8.22



11.04



78,050



11.0011.07 - 13.08


1,059,235



7.95



12.73



335,950



12.6713.48 - 14.60


636,842



4.66



13.94



517,558



13.9214.75 - 15.02


664,209



5.53



14.80



520,857



14.8015.03 - 15.49


740,814



5.06



15.20



594,416



15.1515.70 - 15.70


676,996



5.77



15.70



625,949



15.7015.83 - 17.90


635,786



6.28



16.76



386,362



16.9717.93 - 21.97


679,362



3.81



20.25



606,023



20.4922.19 - 38.54


594,166



2.77



27.17



594,166



27.176,347,731



5.72


$
16.05



4,266,175


$
17.34     
    Employee Stock Purchase Plan
     71




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##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Restricted Stock Units (RSUs)
      Weighted-AverageNumber of


Grant DateShares


Fair ValueNonvested at January 1, 2006





$
Granted


125,160



12.66Granted under exchange program


1,130,965



13.17Vested


(350,870
)


13.17Forfeited


(94,569
)


13.23Nonvested at December 31, 2006


810,686



13.48Granted


127,523



11.05Vested


(535,136
)


13.17Forfeited


(59,713
)


13.65Nonvested at January 6, 2008


343,360


$
13.03Granted


133,638



13.00Vested


(145,930
)


13.85Forfeited


(40,620
)


12.89Nonvested at January 4, 2009


290,448


$
12.63   Other
    Stock Option Related Expenses
  15-month
 72




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##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    7.
    Comprehensive
    Income (Loss)    Years EndedJan. 4, 2009


Jan. 6, 2008


Dec. 31, 2006(In thousands)Net loss

$
(11,725
)

$
(2,904
)

$
(2,155
)Change in gain (loss) on available-for-sale securities, net of
    tax of ($1,429) in 2008, $768 in 2007, and $207 in 2006


(2,279
)


1,224



329Reclassification adjustment for gains or losses included in net
    income (loss), net of tax of $405 in 2008, ($4) in 2007, and
    ($13) in 2006


646



(7
)


(20
)Other comprehensive income (loss), net of tax of ($1,024) in
    2008, $764 in 2007, and $194 in 2006


(1,633
)


1,217



309Total comprehensive loss

$
(13,358
)

$
(1,687
)

$
(1,846
)     8.
    Tax
    Provision   73




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##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    January 6, 2008Balance at January 1, 2007

$
2,610Increases relating to current year provisions


623Ending balance at January 6, 2008

$
3,233January 4, 2009Balance at January 6, 2008

$
3,233Increases relating to current year provisions


629Ending balance at January 4, 2009

$
3,862           Years EndedJan. 4,


Jan. 6,


Dec. 31,2009


2008


2006(In thousands)U.S.

$
812


$
(4,002
)

$
(2,598
)Foreign


1,290



510



707Income(loss) before tax provision (benefit)

$
2,102


$
(3,492
)

$
(1,891
)     Years EndedJan. 4,


Jan. 6,


Dec. 31,2009


2008


2006(In thousands)Federal  current

$
222


$



$
(158
)Federal  deferred


7,675



(232
)


2,149State  current


284



50



105State  deferred


5,135



(770
)


(2,240
)Foreign  current


511



364



408$
13,827


$
(588
)

$
264  74




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##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Jan. 4,


Jan. 6,


Dec. 31,2009


2008


2006(In thousands)Tax provision (benefit) at federal statutory rate

$
736


$
(1,222
)

$
(662
)Federal research credits


(1,008
)


(481
)


(260
)State taxes, net of federal benefit


(527
)


(469
)


(1,387
)Non-deductible stock compensation


1,459



1,380



2,518Non-deductible meals and entertainment expenses


204



80



91Settlement of tax contingencies










(386
)Foreign tax rate differential






185



297Valuation allowance


12,747







Other


216



(61
)


53Tax provision (benefit)

$
13,827


$
(588
)

$
264     Jan. 4,


Jan. 6,2009


2008(In thousands)Deferred tax assets:Deferred income on shipments to distributors

$
9,376


$
9,634Intangible assets


1,763



2,393Inventories


6,709



5,754Net operating losses


8,422



10,547Capitalized research and development expenses


495



1,111Research and development and other tax credits


14,217



11,851Stock options


2,244



770Compensation and sabbatical accrual


2,908



3,721Non-deductible accruals and other, net


173



304Depreciation


550



46,857



46,085Valuation allowance for deferred taxes


(21,576
)


(9,801
)Deferred tax assets

$
25,281


$
36,284Deferred tax liabilities:Depreciation

$



$
(852
)Net deferred tax assets

$
25,281


$
35,432    75




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##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          9.
    Shareholders
    Equity   Preferred
    Stock
     Stock
    Repurchase
     Shareholder
    Rights Plan
    10.
    Segment
    Disclosures   76




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##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years EndedJanuary 4,


January 6,


December 31,2009


2008


2006(In thousands, except percentages)United States

$
107,253



49
%

$
98,394



50
%

$
97,716



51
%Export:Europe


59,800



27
%


56,820



29
%


51,401



27
%Japan


14,784



7
%


10,003



5
%


12,427



6
%Other international


36,569



17
%


31,826



16
%


29,955



16
%$
218,406



100
%

$
197,043



100
%

$
191,499



100
%     Jan. 4,


Jan. 6,2009


2008(In thousands)United States

$
34,043


$
24,650Europe


628



711Japan


23



13Other international


53



43$
34,747


$
25,417   11.
    Net Loss
    Per Share    Years EndedJan. 4,


Jan. 6,


Dec. 31,2009


2008


2006(In thousands, except pershare amounts)Basic:Weighted-average common shares outstanding


25,851



26,888



26,106Net loss

$
(11,725
)

$
(2,904
)

$
(2,155
)Net loss per share

$
(0.45
)

$
(0.11
)

$
(0.08
)Diluted:Weighted-average common shares outstanding


25,851



26,888



26,106Net effect of dilutive stock options based on the treasury stock
    method










Shares used in computing net income per share


25,851



26,888



26,106Net loss

$
(11,725
)

$
(2,904
)

$
(2,155
)Net loss per share

$
(0.45
)

$
(0.11
)

$
(0.08
)  77




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##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12.
    Legal
    Proceedings  and/or and/or
    13.
    Acquisitions      Tangible assets acquired and liabilities assumed

$
728Identifiable intangible assets


5,440In-process research and development


120Goodwill


2,399Total purchase price, excluding contingent payments

$
8,687    78




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##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      EstimatedFair Value


Useful Life(In thousands)


(In years)Existing technology

$
3,670



7Customer relationships  Support


490



7Customer relationships  Consulting


220



4Customer backlog


290



0.5Tradename


470



10Other


300



4Total acquired identifiable intangible assets

$
5,440   14.
    Restructuring   79




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##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15.
    Unaudited
    Quarterly Information    Year Ended January 4, 2009Fourth Quarter


Third Quarter


Second Quarter


First Quarter(In thousands, except per share amounts)Net revenues

$
52,786


$
53,215


$
57,649


$
54,756Costs and expenses:Cost of revenues


21,598



22,343



23,035



22,738Research and development


14,851



16,995



17,103



16,709Selling, general, and administrative


15,714



15,038



15,613



16,780Restructuring charges


2,424











Amortization of acquisition related intangibles


338



458







Total costs and expenses


54,925



54,834



55,751



56,227Income (loss) from operations


(2,139
)


(1,619
)


1,898



(1,471
)Interest income and other, net of expense


1,335



465



1,701



1,932Income (loss) before tax provision


(804
)


(1,154
)


3,599



461Tax provision(2)


11,688



219



1,635



285Net income (loss)

$
(12,492
)

$
(1,373
)

$
1,964


$
176Net income (loss) per share:Basic

$
(0.48
)

$
(0.05
)

$
0.08


$
0.01Diluted(1)

$
(0.48
)

$
(0.05
)

$
0.08


$
0.01Shares used in computing net income (loss) per share:Basic


25,784



25,726



25,408



26,487Diluted(1)


25,784



25,726



26,155



26,677     (1)
    
    For the third and fourth quarters of 2008, we incurred a
    quarterly net loss and the inclusion of stock options in the
    shares used for computing diluted earnings per share would have
    been anti-dilutive and reduced the loss per share. Accordingly,
    all Common Stock equivalents (such as stock options) have been
    excluded from the shares used to calculate diluted earnings per
    share for those periods.(2)
    
    During the fourth quarter of 2008, we recognized a valuation
    allowance of $12.7 million against a portion of the
    Companys deferred tax assets. The increase in the
    valuation allowance results from uncertainties surrounding the
    nature and timing of the taxable income required to realize
    certain tax credits and net operating loss carryforwards.  80




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##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended January 6, 2008Fourth Quarter


Third Quarter


Second Quarter


First Quarter(In thousands, except per share amounts)Net revenues

$
51,769


$
47,880


$
48,790


$
48,604Costs and expenses:Cost of revenues


23,291



19,306



19,928



19,838Research and development


15,475



13,754



18,778



15,719Selling, general, and administrative


16,768



14,800



15,400



16,085Total costs and expenses


55,534



47,860



54,106



51,642Income (loss) from operations


(3,765
)


20



(5,316
)


(3,038
)Interest income and other, net of expense


2,231



2,156



2,092



2,128Income (loss) before tax (benefit) provision


(1,534
)


2,176



(3,224
)


(910
)Tax (benefit) provision


(237
)


391



(579
)


(163
)Net income (loss)

$
(1,297
)

$
1,785


$
(2,645
)

$
(747
)Net income (loss) per share:Basic

$
(0.05
)

$
0.07


$
(0.10
)

$
(0.03
)Diluted(1)

$
(0.05
)

$
0.07


$
(0.10
)

$
(0.03
)Shares used in computing net income (loss) per share:Basic


27,026



26,935



26,845



26,747Diluted(1)


27,026



27,234



26,845



26,747     (1)
    
    For the fourth, second and first quarters of 2007, we incurred a
    quarterly net loss and the inclusion of stock options in the
    shares used for computing diluted earnings per share would have
    been anti-dilutive and reduced the loss per share. Accordingly,
    all Common Stock equivalents (such as stock options) have been
    excluded from the shares used to calculate diluted earnings per
    share for those periods. 81




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               /s/  Ernst &
    Young LLP
    82




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                 /s/  Ernst &
    Young LLP
    83




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Effectiveness of Disclosure Controls and Procedures
  Rule 13a-15(e) Form 10-K. Form 10-K
  Managements
    Annual Report on Internal Control over Financial
    Reporting
      Inherent
    Limitations of Internal Controls
    
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of our assets;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that our receipts and expenditures are being made only in
    accordance with authorizations of our management and
    directors; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use, or disposition of
    our assets that could have a material effect on the financial
    statements.   84




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##### Table of Contents



Changes
    in Internal Control over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    Code of
    Ethics
  http://www.actel.com. http://www.actel.com (http://media.corporate-ir.net/media 
  Form 10-K.
  ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   85




---



##### 



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  Form 10-K:
  Financial Statements. Form 10-K:
   
 Consolidated balance sheets at January 4,
    2009 and January 6, 2008


50Consolidated statements of operations for each of
    the three years in the period ended January 4, 2009


51Consolidated statements of shareholders
    equity and other comprehensive income/(loss) for each of the
    three years in the period ended January 4, 2009


52Consolidated statements of cash flows for each of
    the three years in the period ended January 4, 2009


53Notes to consolidated financial statements


54    Financial Statement Schedule. Form 10-K.
  Exhibits. Form 10-K.
  Exhibits. Form 10-K:
  ExhibitNumber

Description3
.1

Restated Articles of Incorporation, as amended (filed as
    Exhibit 3.1 to the Registrants Annual Report on
    Form 10-K
    (File
    No. 0-21970)
    for the fiscal year ended January 5, 2003).3
.2

Amended and Restated Bylaws (filed as Exhibit 3.1 to the
    Registrants Current Report on
    Form 8-K
    (File No. 0-21970)
    filed with the Securities and Exchange Commission on
    March 12, 2009).3
.3

Certificate of Amendment to Certificate of Determination of
    Rights, Preferences and Privileges of Series A
    Participating Preferred Stock of Actel Corporation (filed as
    Exhibit 3.3 to the Registrants Registration Statement
    on
    Form 8-A
    (File
    No. 000-2197),
    filed on October 24, 2003).4
.1

Preferred Stock Rights Agreement, dated as of October 17,
    2003, between the Registrant and Wells Fargo Bank, MN N.A.,
    including the Certificate of Amendment of Certificate to
    Determination, the form of Rights Certificate and the Summary of
    Rights attached thereto as Exhibits A, B, and C,
    respectively (filed as Exhibit 4.1 to the Registrants
    Registration Statement on
    Form 8-A
    (File
    No. 000-2197),
    filed on October 24, 2003).10
.1(1)

Form of Indemnification Agreement for directors and officers
    (filed as Exhibit 10.1 to the Registrants
    Registration Statement on
    Form S-1
    (File
    No. 33-64704),
    declared effective on August 2, 1993).10
.2(1)

Amended and Restated 1986 Equity Incentive Plan (filed as
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q
    (File
    No. 0-21970)
    for the fiscal quarter ended July 3, 2005).10
.3(1)

2003 Director Stock Option Plan (filed as Exhibit 4.4
    to the Registrants Registration Statement on
    Form S-8
    (File
    No. 333-112215),
    declared effective on January 26, 2004).10
.4(1)

Amended and Restated 1993 Employee Stock Purchase Plan (filed as
    Exhibit 10.2 to the Registrants Annual Report on
    Form 10-K
    (File
    No. 0-21970)
    for the fiscal quarter ended July 3, 2005).10
.5

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).10
.6(1)

Amended and Restated Employee Retention Plan (filed as
    Exhibit 10.6 to the Registrants Current Report on
    Form 8-K
    (File
    No. 0-21970)
    filed with the Securities and Exchange Commission on
    December 5, 2005).10
.7(1)

Deferred Compensation Plan, as amended and restated (filed as
    Exhibit 10.7 to the Registrants Annual Report on
    Form 10-K
    (File
    No. 0-21970)
    for the fiscal year ended December 31, 2000). 86




---



##### 



ExhibitNumber

Description10
.8

Form of Distribution Agreement (filed as Exhibit 10.13 to
    the Registrants Registration Statement on
    Form S-1
    (File
    No. 33-64704),
    declared effective on August 2, 1993).10
.9

Patent Cross License Agreement dated April 22, 1993 between
    the Registrant and Xilinx, Inc. (filed as Exhibit 10.14 to
    the Registrants Registration Statement on
    Form S-1
    (File
    No. 33-64704),
    declared effective on August 2, 1993).10
.10

Manufacturing Agreement dated February 3, 1994 between the
    Registrant and Chartered Semiconductor Manufacturing Pte Ltd
    (filed as Exhibit 10.17 to the Registrants Annual
    Report on
    Form 10-K
    (File No. 0-21970)
    for the fiscal year ended January 2, 1994).10
.11

Foundry Agreement dated as of June 29, 1995, between the
    Registrant and Matsushita Electric Industrial Co., Ltd and
    Matsushita Electronics Corporation (filed as Exhibit 10.25
    to the Registrants Quarterly Report on
    Form 10-Q
    (File
    No. 0-21970)
    for the fiscal quarter ended July 2, 1995).10
.12

Asset Purchase Agreement dated as of March 16, 2007,
    between the Registrant and BTR, Inc., Advantage Logic Inc.,
    Benjamin Ting, Peter Pani, and Richard Abraham Ltd (filed as
    Exhibit 10.12 to the Registrants Annual Report on
    Form 10-K
    (File
    No. 0-21970)
    for the fiscal year ended December 31, 2006).10
.13

Patent Cross License Agreement dated August 25, 1998,
    between the Registrant and QuickLogic Corporation. (filed as
    Exhibit 10.19 to the Registrants Annual Report on
    Form 10-K
    (File No. 0-21970)
    for the fiscal year ended January 3, 1999).10
.14

Development Agreement by and between the Registrant and Infineon
    Technologies AG effective as of June 6, 2002 (filed as
    Exhibit 10.19 to the Registrants Annual Report on
    Form 10-K
    (File
    No. 0-21970)
    for the fiscal year ended January 5, 2003).10
.15

Supply Agreement by and between the Registrant and Infineon
    Technologies AG effective as of June 6, 2002 (filed as
    Exhibit 10.20 to the Registrants Annual Report on
    Form 10-K
    (File
    No. 0-21970)
    for the fiscal year ended January 5, 2003).10
.16

Office Lease Agreement for the Registrants facilities in
    Mountain View, California, dated February 27, 2003 (filed
    as Exhibit 10.21 to the Registrants Annual Report on
    Form 10-K
    (File
    No. 0-21970)
    for the fiscal year ended January 5, 2003).10
.17

Agreement by and between the Registrant and the Ramius Group
    dated as of March 6, 2009 (filed as Exhibit 3.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 0-21970)
    filed with the Securities and Exchange Commission on
    March 12, 2009).14


Code of Ethics for Principal Executive and Senior Financial
    Officers (filed as Exhibit 14 to the Registrants
    Annual Report on
    Form 10-K
    (File
    No. 0-21970)
    for the fiscal year ended January 4, 2004).21


Subsidiaries of Registrant.23


Consent of Independent Registered Public Accounting Firm.24


Power of Attorney.31
.1

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer.31
.2

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer.32


Section 1350 Certifications     (1)
    
    This Exhibit is a management contract or compensatory plan or
    arrangement.  Financial Statement Schedule. Form 10-K
   
 Schedule

Description

PageII


Valuation and qualifying accounts



89     87




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##### Table of Contents



SIGNATURES
      By:
    /s/  John
    C. East       Form 10-K
  Signature

Title

Date/s/  John
    C. East(John
    C. East)

President and Chief Executive Officer (Principal Executive
    Officer) and
    Director

March 19, 2009/s/  Dirk
    A. Sodestrom(Dirk
    A. Sodestrom)

Acting Chief
    Financial Officer

March 19, 2009/s/  James
    R. Fiebiger(James
    R. Fiebiger)

Director

March 19, 2009/s/  Jacob
    S. Jacobsson(Jacob
    S. Jacobsson)

Director

March 19, 2009/s/  J.
    Daniel McCranie(J.
    Daniel McCranie)

Director

March 19, 2009/s/  John
    F. McGrath(John
    F. McGrath)

Director

March 19, 2009/s/  Robert
    G. Spencer(Robert
    G. Spencer)

Director

March 19, 2009  88




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##### Table of Contents



SCHEDULE II
    ACTEL CORPORATION
    VALUATION AND QUALIFYING ACCOUNTS Balance at








Balance atBeginning


Provision/





End ofof Period


(Reversal)


Write-Offs


Period(In thousands)Allowance for doubtful accounts:Year ended December 31, 2006

$
1,208


$
(594
)





$
614Year ended January 6, 2008


614



80







694Year ended January 4, 2009


694



(338
)






356  89




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##### Table of Contents



Exhibit Index
  ExhibitNumber.

Description3
.1

Restated Articles of Incorporation, as amended (filed as
    Exhibit 3.1 to the Registrants Annual Report on
    Form 10-K
    (File
    No. 0-21970)
    for the fiscal year ended January 5, 2003).3
.2

Amended and Restated Bylaws (filed as Exhibit 3.1 to the
    Registrants Current Report on
    Form 8-K
    (File No. 0-21970)
    filed with the Securities and Exchange Commission on
    March 12, 2009).3
.3

Certificate of Amendment to Certificate of Determination of
    Rights, Preferences and Privileges of Series A
    Participating Preferred Stock of Actel Corporation (filed as
    Exhibit 3.3 to the Registrants Registration Statement
    on
    Form 8-A
    (File
    No. 000-2197),
    filed on October 24, 2003).4
.1

Preferred Stock Rights Agreement, dated as of October 17,
    2003, between the Registrant and Wells Fargo Bank, MN N.A.,
    including the Certificate of Amendment of Certificate to
    Determination, the form of Rights Certificate and the Summary of
    Rights attached thereto as Exhibits A, B, and C,
    respectively (filed as Exhibit 4.1 to the Registrants
    Registration Statement on
    Form 8-A
    (File
    No. 000-2197),
    filed on October 24, 2003).10
.1(1)

Form of Indemnification Agreement for directors and officers
    (filed as Exhibit 10.1 to the Registrants
    Registration Statement on
    Form S-1
    (File
    No. 33-64704),
    declared effective on August 2, 1993).10
.2(1)

Amended and Restated 1986 Equity Incentive Plan (filed as
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q
    (File
    No. 0-21970)
    for the fiscal quarter ended July 3, 2005).10
.3(1)

2003 Director Stock Option Plan (filed as Exhibit 4.4
    to the Registrants Registration Statement on
    Form S-8
    (File
    No. 333-112215),
    declared effective on January 26, 2004).10
.4(1)

Amended and Restated 1993 Employee Stock Purchase Plan (filed as
    Exhibit 10.2 to the Registrants Annual Report on
    Form 10-K
    (File
    No. 0-21970)
    for the fiscal quarter ended July 3, 2005).10
.5

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).10
.6(1)

Amended and Restated Employee Retention Plan (filed as
    Exhibit 10.6 to the Registrants Current Report on
    Form 8-K
    (File
    No. 0-21970)
    field with the Securities and Exchange Commission on
    December 5, 2005).10
.7(1)

Deferred Compensation Plan, as amended and restated (filed as
    Exhibit 10.7 to the Registrants Annual Report on
    Form 10-K
    (File
    No. 0-21970)
    for the fiscal year ended December 31, 2000).10
.8

Form of Distribution Agreement (filed as Exhibit 10.13 to
    the Registrants Registration Statement on
    Form S-1
    (File
    No. 33-64704),
    declared effective on August 2, 1993).10
.9

Patent Cross License Agreement dated April 22, 1993 between
    the Registrant and Xilinx, Inc. (filed as Exhibit 10.14 to
    the Registrants Registration Statement on
    Form S-1
    (File
    No. 33-64704),
    declared effective on August 2, 1993).10
.10

Manufacturing Agreement dated February 3, 1994 between the
    Registrant and Chartered Semiconductor Manufacturing Pte Ltd
    (filed as Exhibit 10.17 to the Registrants Annual
    Report on
    Form 10-K
    (File No. 0-21970)
    for the fiscal year ended January 2, 1994).10
.11

Foundry Agreement dated as of June 29, 1995, between the
    Registrant and Matsushita Electric Industrial Co., Ltd and
    Matsushita Electronics Corporation (filed as Exhibit 10.25
    to the Registrants Quarterly Report on
    Form 10-Q
    (File
    No. 0-21970)
    for the fiscal quarter ended July 2, 1995).10
.12

Asset Purchase Agreement dated as of March 16, 2007,
    between the Registrant and BTR, Inc., Advantage Logic Inc.,
    Benjamin Ting, Peter Pani, and Richard Abraham Ltd (filed as
    Exhibit 10.12 to the Registrants Annual Report on
    Form 10-K
    (File
    No. 0-21970)
    for the fiscal year ended December 31, 2006).10
.13

Patent Cross License Agreement dated August 25, 1998,
    between the Registrant and QuickLogic Corporation. (filed as
    Exhibit 10.19 to the Registrants Annual Report on
    Form 10-K
    (File No. 0-21970)
    for the fiscal year ended January 3, 1999).10
.14

Development Agreement by and between the Registrant and Infineon
    Technologies AG effective as of June 6, 2002 (filed as
    Exhibit 10.19 to the Registrants Annual Report on
    Form 10-K
    (File
    No. 0-21970)
    for the fiscal year ended January 5, 2003).10
.15

Supply Agreement by and between the Registrant and Infineon
    Technologies AG effective as of June 6, 2002 (filed as
    Exhibit 10.20 to the Registrants Annual Report on
    Form 10-K
    (File
    No. 0-21970)
    for the fiscal year ended January 5, 2003).




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##### Table of Contents



ExhibitNumber.

Description10
.16

Office Lease Agreement for the Registrants facilities in
    Mountain View, California, dated February 27, 2003 (filed
    as Exhibit 10.21 to the Registrants Annual Report on
    Form 10-K
    (File
    No. 0-21970)
    for the fiscal year ended January 5, 2003).10
.17

Agreement by and between the Registrant and the Ramius Group
    dated as of March 6, 2009 (filed as Exhibit 3.1 to the
    Registrants Current Report on
    Form 8-K
    (File
    No. 0-21970)
    filed with the Securities and Exchange Commission on
    March 12, 2009).14


Code of Ethics for Principal Executive and Senior Financial
    Officers (filed as Exhibit 14 to the Registrants
    Annual Report on
    Form 10-K
    (File
    No. 0-21970)
    for the fiscal year ended January 4, 2004).21


Subsidiaries of Registrant.23


Consent of Independent Registered Public Accounting Firm.24


Power of Attorney.31
.1

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer.31
.2

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer.32


Section 1350 Certifications.     (1)
    
    This Exhibit is a management contract or compensatory plan or
    arrangement.