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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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 3,
    2010ORo

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-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting company o(Do not check if a smaller reporting
    company)   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


11ITEM 1B.

UNRESOLVED STAFF COMMENTS


27ITEM 2.

PROPERTIES


27ITEM 3.

LEGAL PROCEEDINGS


27ITEM 4.

RESERVED


28ITEM 4A.

EXECUTIVE OFFICERS OF THE REGISTRANT


28PART IIITEM 5.

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


29ITEM 6.

SELECTED FINANCIAL DATA


31ITEM 7.

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


32ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


45ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


47ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


82ITEM 9A.

CONTROLS AND PROCEDURES


82ITEM 9B.

OTHER INFORMATION


83PART IIIITEM 10.

DIRECTORS AND EXECUTIVE OFFICERS OF THE
    REGISTRANT AND CORPORATE GOVERNANCE


83ITEM 11.

EXECUTIVE  COMPENSATION


84ITEM 12.

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


84ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


84ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES


84PART IVITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES


85EX-10.19EX-10.20EX-21EX-23EX-24EX-31.1EX-31.2EX-32   i




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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 15, 2010, 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, PLUS
  Industry
    Overview
  ease-of-use,
 1




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start-up
  The Actel
    Advantage
    
    Low Power and Small Footprint
    
    Security
    
    Reliability (Radiation Tolerant)
   2




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failure-in-time
  
    Single Chip
  power-up.
  
    Live At
    Power-Up
  power-up
  Products
      and/or
    
    IGLOO FPGAs
  
    The lowest-power FPGAs
   3




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
    IGLOO PLUS I/O-optimized FPGAs introduced in 2008  
    30,000 to 125,000 system gates  
    IGLOO nano for high-volume, portable consumer market introduced
    in 2008  
    10,000 to 250,000 system gates
    Power consumption as low as 2 microWatts
    Package size as small as 3 x 3 mm  
    January 2009, IGLOO awarded Best All Around FPGA in Penton
    Medias 2008 Best Electronic Design Competition
    April 2009, IGLOO nano FPGAs voted best product of the year by
    Electronic Products China
    November 2009 IGLOO nano FPGAs received Leading Product Award in
    Electronic Design News China  
    ProASIC3/E FPGAs
  
    Low power FPGAs
    
    ProASIC3L for high-performance, power-conscious systems
    introduced in 2008  
    250,000 to 3,000,000 system gates
    reduced power consumption with up to 350MHz operation  
    ProASIC3 nano for high-volume, portable consumer market
    introduced in 2008  
    10,000 to 250,000 system gates
    Packages as small as 3 x 3 mm  
    January 2009, ProASIC3 awarded Best All Around FPGA in Penton
    Medias 2008 Best Electronic Design Competition  
    Actel Fusion and SmartFusion Intelligent Mixed-Signal
    FPGAs
     4




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ease-of-use. system-on-a-chip
  
    RTAX-S, RTAX-SL, RTAX-DSP, and RT-ProASIC3 FPGAs
  time-to-market
  
    RTAX-SL devices, the lowest-power FPGAs for flight applications,
    introduced in 2009
    RTAX-DSP space-flight FPGAs introduced in 2008  
    2,000,000 to 4,000,000 system gates
    Digital signal processing capability in excess of
    15 billion multiplications per second
    RTAX-DSP prototype FPGAs available in September 2009, for
    hardware demonstration and timing validation of designs targeted
    to Actels RTAX-DSP space-flight FPGAs  
    RT ProASIC3 radiation-tolerant, flash-based FPGAs for space
    flight applications introduced in 2008  
    600,000 to 3,000,000 system gates
    power supplies ranging from 1.2 to 1.5V allow balancing of power
    consumption and performance  
    In January 2009, RTAX-DSP FPGAs selected by EDNas one of
    the Hot 100 Electronic Products of 2008  Supporting
    Products and Services
    
    Design and Development Software and Tools
  best-in-class
  
    IP Cores
   5




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time-to-market,
  
    Programming Hardware
    
    Starter Kits
  PLUS
    Vertical
    Markets and Applications
     Communications
     6




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 Consumer
    
   Industrial
   7




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 Military
    and Aerospace
     8




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PLUS
  Sales and
    Distribution
          Backlog
   9




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Customer
    Service and Support
      Manufacturing
    and Assembly
    
    GlobalFoundries Inc. (Chartered Semiconductor Manufacturing Ltd
    was acquired by Advanced Technology Investment Company LLC,
    which owns GlobalFoundries, in December 2009) in Singapore
    using 0.45- and 0.35-micron design rules;
    Infineon Technologies AG in Germany using 0.25- and 0.13-micron
    design rules;
    Panasonic Corporation (formerly Matsushita Electric Industrial
    Co. Ltd.) in Japan using 1.0-, 0.9-, 0.8-and 0.25-micron design
    rules; and
    UMC (United Microelectronics Corporation) in Taiwan using
    0.25/0.22-, 0.15-, and 0.13-micron and 65nm design rules.    and/or
   10




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Research
    and Development
      Competition
      ease-of-use
  ITEM 1A.
    RISK
    FACTORS  This Annual Report on
    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 (the
    Securities Act), and Section 21E of the
    Securities Exchange Act of 1934, as amended (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 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.
 11




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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 and believe may adversely
    affect our business, our financial condition, and our results of
    operations. Before deciding to purchase, hold, or sell 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 economic environment 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 and operating results difficult to
    predict.
   12




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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.
   13




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Unanticipated
    reductions in the average selling prices of our products may
    cause our quarterly revenues and operating results to fall short
    of expectations.
  and/or
  In
    preparing our financial statements, we make good faith estimates
    and judgments that may change or turn out to be erroneous,
    making our financial results difficult to predict.
  long-lived
  build-up built-up build-up ramp-up
 14




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Risks
    Related to Our Business Strategies
  and/or
    The
    products that we develop may fail to adequately address the
    markets at which they are targeted, or the markets that we
    target may fail to emerge or grow as much as we project, which
    might prevent us from winning sufficient customer designs to
    maintain or expand our business.
  and/or
  The
    Actel Fusion and SmartFusion mixed-signal FPGAs present numerous
    significant challenges.
     15




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and/or
  Our
    gross margin may decline as we increasingly compete with ASICs
    and serve the value-based market.
    Our
    restructuring plan may not properly realign our cost structure
    and our increased reliance on offshore and outsourced operations
    may adversely affect our business, financial condition, and/or
    operating results.
  and/or
  and/or
  Risks
    Related to Defective Products
   16




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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
  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); 17




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
    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
  New
    products generally have lower gross margins.
    Risks
    Related to Competitive Disadvantages
   18




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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.
    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.
   19




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and/or 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.
  and/or
  Identifying
    and qualifying new independent wafer manufacturers is difficult
    and might be unsuccessful.
  and/or
 20




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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
  Distributor
    contracts generally can be terminated on short
    notice.
  and/or
  Fluctuations
    in inventory levels at our distributors can affect our operating
    results.
   21




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Risk
    Related to the Conduct of International Business
    We
    depend on international operations for almost all of our
    products and will become increasingly dependent on international
    employees and contractors for many of our
    functions.
  and/or
  We
    depend on international sales for a substantial portion of our
    revenues.
    and/or and/or and/or
  Risk
    Related to Economic and Market Fluctuations
  period-to-period
 22




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Our
    business has been, and may in the future be, adversely affected
    by economic downturns.
  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.
  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.
     23




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other-than-temporarily
  Other
    Risks
  We may
    be materially and adversely affected by changing rules and
    practices.
  and/or
  We may
    be unable to comply with the requirements of the Sarbanes-Oxley
    Act of 2002 and more recent related corporate governance and
    public disclosure requirements.
      Any
    acquisition we make may harm our business, financial condition,
    and/or operating results.
  and/or and/or
 24




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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 our own
    intellectual property rights.
  and/or
  and/or and/or
    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
   25




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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;
    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. 26




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If our
    stock price declines sufficiently, we may write down our
    goodwill, which could have a materially adverse affect on our
    operating results.
    If our
    long-lived assets become impaired, our operating results will be
    adversely affected.
  Impairment
    or Disposal of Long Live Assets
  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS   27




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

Age

PositionJohn C. East


65


President and Chief Executive OfficerMaurice E. Carson


52


Executive Vice President and Chief Financial OfficerEsmat Z. Hamdy


60


Senior Vice President of Technology and OperationsJay A. Legenhausen


43


Senior Vice President of Worldwide SalesFares N. Mubarak


48


Senior Vice President of Engineering & MarketingAnthony Farinaro


47


Vice President & General Manager of Design ServicesBarbara L. McArthur


59


Vice President of Human ResourcesDavid L. Van De Hey


54


Vice President & General Counsel and Secretary              28




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PART II  ITEM 5.
    MARKET
    FOR THE REGISTRANTS COMMON STOCK, RELATED SHAREHOLDER
    MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES    2009

2008High

Low

High

LowFirst Quarter

$
12.40


$
8.24


$
15.70


$
10.27Second Quarter


13.12



9.88



18.79



14.54Third Quarter


12.43



10.03



17.28



10.75Fourth Quarter


13.31



10.83



12.72



6.75     Dividend
    Policy
   29




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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
  
   30




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ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K
  ACTEL
    CORPORATION
    SELECTED CONSOLIDATED FINANCIAL DATA
  Years EndedJan. 3,


Jan. 4,


Jan. 6,


Dec. 31,


Jan. 12010


2009


2008


2006


2006(In thousands, except per share data)Consolidated Statements of Operations Data:Net revenues

$
190,633


$
218,406


$
197,043


$
191,499


$
178,947Costs and expenses:(1)Total cost of revenues(3)


90,855



89,714



82,363



75,618



73,282Research and development(3)(6)


60,718



65,658



63,726



56,926



48,242Selling, general, and administrative(3)(4)(5)


54,746



63,145



63,053



67,959



49,649Restructuring charge(7)(8)


8,090



2,424











Amortization of acquisition-related intangibles(2)


771



796







15



1,908Total costs and expenses


215,180



221,737



209,142



200,518



173,081Income (loss) from operations


(24,547
)


(3,331
)


(12,099
)


(9,019
)


5,866Interest income and other, net of expense


3,263



5,433



8,607



7,128



3,912Income (loss) before tax provision (benefit)


(21,284
)


2,102



(3,492
)


(1,891
)


9,778Tax provision (benefit)(9)(10)


24,945



13,827



(588
)


264



2,742Net income (loss)

$
(46,229
)

$
(11,725
)

$
(2,904
)

$
(2,155
)

$
7,036Net income (loss) per share:Basic

$
(1.77
)

$
(0.45
)

$
(0.11
)

$
(0.08
)

$
0.28Diluted

$
(1.77
)

$
(0.45
)

$
(0.11
)

$
(0.08
)

$
0.28Shares used in computing net income (loss) per share:Basic


26,134



25,851



26,888



26,106



25,277Diluted


26,134



25,851



26,888



26,106



25,545   As ofJan. 3,


Jan. 4,


Jan. 6,


Dec. 31,


Jan. 1,2010


2009


2008


2006


2006(In thousands)Consolidated Balance Sheet Data:Working capital

$
166,579


$
169,723


$
207,910


$
191,278


$
177,491Total assets


307,002



343,261



363,616



368,922



343,196Total shareholders equity


233,463



268,325



291,492



290,616



276,057     (1)
    
    During the second quarter of fiscal 2009, in accordance with our
    normal quarterly inventory review, we performed an in-depth
    analysis of our inventory levels and in particular our flash
    inventory levels to determine whether additional reserves for
    excess quantities should be established. The Company determined
    that 31




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additional reserves of $13.3 million for excess inventory
    would be required as of the end of the second quarter of fiscal
    2009.(2)
    
    At December 31, 2004, we had identified intangible assets
    arising from prior business acquisitions with a net book value
    of $1.9 million which were being amortized on a straight
    line basis over their estimated lives. These intangible assets
    were fully amortized in 2005.During the third quarter of fiscal 2008, we acquired
    $5.4 million of identified intangible assets in connection
    with our acquisition of Pigeon Point Systems. As a result, we
    recorded $0.8 million for both 2009 and 2008 relating to
    amortization of identified intangible assets.(3)
    
    On January 2, 2006, we adopted FASB ASC 718,
    Compensation  Stock Compensation, 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 $7.6 million,
    $9.1 million, $7.9 million and $11.0 million for
    fiscal 2009, 2008, 2007 and 2006, respectively, under ASC 718.(4)
    
    During fiscal 2006, we recorded charges of $10.4 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 fiscal 2007, we recorded a $3.7 million charge for
    certain prepaid wafer costs due to changes in the Companys
    product plans.(7)
    
    In the fourth quarter of fiscal 2008, we initiated a
    restructuring program in order to reduce our operating costs.
    During fiscal 2009 and fiscal 2008, we recorded charges of
    $2.6 million and $2.4 million relating to a reduction
    in force. Approximately 73 and 60 positions were eliminated
    during 2009 and 2008, respectively.(8)
    
    During the second quarter of fiscal 2009, we recorded non-cash
    asset impairment charges totaling $5.5 million for certain
    manufacturing fixed assets that were determined to be in excess
    of current and expected future manufacturing requirements.(9)
    
    During fiscal 2008, we recorded 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 carry forwards.(10)
    
    During the second quarter of fiscal 2009, the Company recorded a
    tax provision of $23.8 million on a second quarter pre-tax
    loss of $21.4 million. The increase in the tax provision
    during the quarter is primarily due to the valuation allowance
    recorded against 100% of the net deferred tax assets during the
    current period. The increase in the valuation allowance results
    from the uncertainty surrounding the nature and timing of the
    taxable income required to realize deferred tax assets.  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, 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
 32




---



##### Table of Contents



not limited to, those discussed in Item 1A of
    Part I of this Annual Report under the heading Risk
    Factors. We undertake no obligation to revise or update
    publicly any forward-looking statements for any reason.
  Overview
      
    Low-power flash-based FPGAs for portable and power-conscious
    electronics
    Mixed-signal flash-based FPGAs with programmable logic, flash
    memory, analog and embedded ARM Cortex-M3 microcontroller
    sub-system
    on a single chip for system management and industrial control
    applications
    Radiation-tolerant antifuse and flash-based FPGAs for
    system-critical designs
    Development software for power-conscious design
    Intellectual property cores to implement standard functions and
    streamline designs   Semiconductor
    Industry
     Logic
    Market
     Technology
  live-at-power-up,
   Flash
   33




---



##### Table of Contents



 Antifuse
     Strategy
  live-at-power-up,
   Key
    Indicators
  short-term long-term
  year-to-year quarter-over-quarter
  Results
    of Operations
    Years EndedJan. 3,


Jan. 4,


Jan. 6,2010


2009


2008Net revenues


100.0
%


100.0
%


100.0
%Cost of revenues


47.7



41.1



41.8Gross margin


52.3



58.9



58.2Research and development


31.9



30.1



32.3Selling, general, and administrative


28.7



28.9



32.0Restructuring charge


4.2



1.1



0.0Amortization of acquisition-related intangibles


0.4



0.3



0.0(Loss) from operations


(12.9
)


(1.5
)


(6.1
)Interest income and other, net


1.7



2.5



4.3Income (loss) before tax provision (benefit)


(11.2
)


1.0



(1.8
)Tax provision (benefit)


13.1



6.4



(0.3
)Net (loss)


(24.3
)%


(5.4
)%


(1.5
)%  34




---



##### Table of Contents



 Net
    Revenues
      2009


2008


% Change


2007


% ChangeFlash

$
49,110


$
57,011



(13.9
)%

$
41,019



39.0
%Antifuse


126,812



150,263



(15.6
)%


148,788



1.0
%Non-Silicon


14,711



11,132



32.2
%


7,236



53.8
%Total

$
190,633


$
218,406



(12.7
)%

$
197,043



10.8
%            Gross
    Margin
  2009

2008

Change

2007

ChangeRevenue

$
190,633


$
218,406


$
(27,773
)

$
197,043


$
21,363Cost of revenue


90,855



89,714



1,141



82,363



7,351Gross profit


99,778



128,692



(28,914
)


114,680



14,012Gross margin


52.3
%


58.9
%


(6.6
)%


58.2
%


0.7
%        35




---



##### Table of Contents



 Research
    and Development (R&D)
       Selling,
    General and Administrative (SG&A)
     Restructuring
    Charge
       Amortization
    of Other Acquisition-Related Intangibles
   36




---



##### Table of Contents



 Interest
    Income and Other, Net
  other-than-temporarily
   Tax
    Provision (Benefit)
          Financial
    Condition
    As of Jan. 3,

As of Jan. 4,2010

2009

$ Change

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

$
152,664


$
146,557


$
6,107



4
%Accounts receivable, net

$
19,112


$
11,596


$
7,516



65
%Inventories

$
37,324


$
60,630


$
(23,306
)


(38
)%  37




---



##### Table of Contents



Year EndedJan. 3,

Jan. 4,2010

2009In thousandsNet cash provided by operating activities

$
8,271


$
9,830Net cash provided by (used in) investing activities

$
(14,241
)

$
28,629Net cash used in financing activities

$
2,325


$
(18,939
)    Cash,
    Cash Equivalents, and Investments
      build-up
       Accounts
    Receivable
     Inventories
  (first-in, build-up
 38




---



##### Table of Contents



build-up
    last-time-buy
     Property
    and Equipment
   39




---



##### Table of Contents



 Goodwill
    and Other Intangible Assets, Net
  Business Combinations,
    Goodwill and Other Intangible Assets,
   Other
    Assets, Net
     Current
    Liabilities
     Shareholders
    Equity
    Rule 10b5-1 Rule 10b5-1 Rule 10b5-1
  Liquidity
    and Capital Resources
   40




---



##### Table of Contents



Payments Due by Period2015Total


2010


2011


2012


2013


2014


and Later(In thousands)Operating and capital leases(1)

$
14,750


$
3,740


$
3,411


$
3,402


$
3,474


$
539


$
184Inventory purchase obligations relating to last-time-buy
    inventory


4,200



4,200



















Standby letters of credit


1,400



1,400



















Total obligations

$
20,350


$
9,340


$
3,411


$
3,402


$
3,474


$
539


$
184     (1)
    
    Excludes
    sub-lease
    income of $56,163 per month from October 2010 through January
    2014 attributed to a
    sub-lease
    agreement executed in February 2010.  last-time-buy
    Impact of
    Recently Issued Accounting Standards
  2010-06 Fair Value Measurements and
    Disclosures 2010-06 820-10 820-10
  Critical
    Accounting Policies and Estimates
   41




---



##### Table of Contents



 Revenues
    sell-through sell-through
   42




---



##### Table of Contents



 Inventories
      build-up
  last-time-buy
   Legal
    Matters and Loss Contingencies
  and/or
 43




---



##### Table of Contents



and/or
   Income
    Taxes
  Accounting for Income Taxes,
   Stock-Based
    Compensation Expense
  Compensation  Stock Compensation
  Compensation  Stock Compensation
 44




---



##### Table of Contents



 Long-Lived
    Asset Impairment
    Goodwill and Other Intangible Assets
  Impairment or
    Disposal of Long Live Assets
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    available-for-sale
 45




---



##### Table of Contents



other-than-temporary
   46




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  ACTEL
    CORPORATION
  CONSOLIDATED BALANCE SHEETS
  Jan. 3,


Jan. 4,2010


2009(In thousands, except share and per share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
45,994


$
49,639Short-term investments


106,007



89,111Accounts receivable, net


19,112



11,596Inventories


37,324



60,630Deferred income taxes


1,729



11,313Prepaid expenses and other current assets


8,166



6,888Total current assets


218,332



229,177Long-term investments


663



7,807Property and equipment, net


22,969



34,747Goodwill and other intangible assets, net


34,939



35,540Deferred income taxes






13,968Other assets, net


30,099



22,022$
307,002


$
343,261LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
10,262


$
14,672Accrued compensation and employee benefits


8,206



11,240Accrued licenses and lease obligations


4,996



3,952Other accrued liabilities


5,422



5,274Deferred income on shipments to distributors


22,867



24,316Total current liabilities


51,753



59,454Deferred compensation plan liability


5,470



4,086Deferred rent liability


1,590



1,449Accrued sabbatical compensation


2,805



2,739Other long-term liabilities, net


11,921



7,208Total liabilities


73,539



74,936Commitments 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; 26,200,052 shares and 25,777,128 shares
    issued and outstanding at January 3, 2010, and
    January 4, 2009


26



25Additional paid-in capital


242,109



232,168(Accumulated deficit)/Retained earnings


(9,250
)


36,979Accumulated other comprehensive income (loss)


578



(847
)Total shareholders equity


233,463



268,325$
307,002


$
343,261    47




---



##### Table of Contents



ACTEL
    CORPORATION
  CONSOLIDATED STATEMENTS OF
    OPERATIONS
  Years Ended,Jan. 3, 2010


Jan. 4, 2009


Jan. 6, 2008(In thousands, except per share amounts)Net revenues

$
190,633


$
218,406


$
197,043Costs and expenses:Cost of revenues


90,855



89,714



82,363Research and development


60,718



65,658



63,726Selling, general, and administrative


54,746



63,145



63,053Restructuring charge


8,090



2,424



Amortization of acquisition-related intangibles


771



796



Total costs and expenses


215,180



221,737



209,142Loss from operations


(24,547
)


(3,331
)


(12,099
)Interest income and other, net


3,263



5,433



8,607Income (loss) before tax provision (benefit)


(21,284
)


2,102



(3,492
)Tax provision (benefit)


24,945



13,827



(588
)Net loss

$
(46,229
)

$
(11,725
)

$
(2,904
)Net loss per share:Basic

$
(1.77
)

$
(0.45
)

$
(0.11
)Diluted

$
(1.77
)

$
(0.45
)

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


26,134



25,851



26,888Diluted


26,134



25,851



26,888    48




---



##### Table of Contents



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


Deferred


(Accumulated


Other


TotalCommon


Paid-in


Stock


Deficit)/Retained


Comprehensive


ShareholdersStock


Capital


Compensation


Earnings


Income (Loss)


Equity(In thousands, except share amounts)Balance at December 31, 2006

$
26


$
226,443


$



$
64,578


$
(431
)

$
290,616Net loss














(2,904
)






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


















1,217



1,217Total comprehensive loss






















(1,687
)Cumulative effect  adoption of FASB ASC 710
    Compensation  General, net of tax














(2,485
)






(2,485
)Stock-based compensation






7,508















7,508Tax withholding on restricted stock units






(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 (loss):Change in unrealized 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 units






(803
)














(803
)Balance at January 4, 2009


25



232,168







36,979



(847
)


268,325Net loss














(46,229
)






(46,229
)Other comprehensive income:Change in unrealized gain on investments, net of tax


















1,425



1,425Total comprehensive loss






















(44,804
)Issuance of 342,721 shares of Common Stock under employee
    stock plans


1



2,810















2,811Stock-based compensation






7,618















7,618Tax withholding on restricted stock units






(487
)














(487
)Balance at January 3, 2010

$
26


$
242,109


$



$
(9,250
)

$
578


$
233,463    49




---



##### Table of Contents



ACTEL
    CORPORATION
  CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  Years Ended,Jan. 3, 2010


Jan. 4, 2009


Jan 6, 2008(In thousands)Operating activities:Net loss

$
(46,229
)

$
(11,725
)

$
(2,904
)Adjustments to reconcile net loss to net cash provided by
    operating activities, net of effects of acquired business:Depreciation and amortization


12,896



12,645



10,373Asset impairment charges


5,461



244



Investment impairment


286



907



Stock compensation costs


7,644



9,096



7,872Wafer prepayment charge










3,700Deferred income taxes


24,712



12,783



(1,210
)Excess tax benefits on option exercises






(266
)


Changes in operating assets and liabilities:Accounts receivable


(7,516
)


7,362



3,901Inventories


23,280



(24,612
)


3,491Prepaid expenses and other current assets


(1,278
)


3,320



(767
)Other assets, net


(5,860
)


(3,709
)


(1,909
)Accounts payable, accrued compensation and employee benefits,
    and other accrued liabilities


(3,675
)


5,682



(8,595
)Deferred income on shipments to distributors


(1,449
)


(1,897
)


(3,188
)Net cash provided by operating activities


8,272



9,830



10,764Investing activities:Purchases of property and equipment


(5,808
)


(21,422
)


(13,020
)Purchases of
    available-for-sale
    securities


(80,067
)


(69,009
)


(44,264
)Sales of
    available-for-sale
    securities


11,511



61,563



6,934Maturities of
    available-for-sale
    securities


60,834



66,043



38,545Acquisition of Pigeon Point, net of cash acquired






(8,350
)


Changes in other long term assets


(711
)


(196
)


(79
)Net cash provided by (used in) investing activities


(14,241
)


28,629



(11,884
)Financing activities:Issuance of Common Stock under employee stock plans


2,811



6,540



Excess tax benefit on option exercises






266



Tax withholding on restricted stock units


(487
)


(803
)


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










338Repurchase of Common Stock






(24,942
)


Net cash provided by (used in) financing activities


2,324



(18,939
)


(2,460
)Net increase (decrease) in cash and cash equivalents


(3,645
)


19,520



(3,580
)Cash and cash equivalents, beginning of year


49,639



30,119



33,699Cash and cash equivalents, end of year

$
45,994


$
49,639


$
30,119Supplemental disclosures of cash flow information:Cash paid during the year for income taxes, net

$
589


$
447


$
428Supplemental schedule of non-cash activities:Accrual of long-term license obligations

$
10,443


$
8,201


$
3,451    50




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Organization
    and Summary of Significant Accounting Policies    Basis
    of Presentation and Consolidation
      Use of
    Estimates
    Advertising
    and Promotion Costs
    Cash
    Equivalents and Investments
    Accounting for Certain Investments in Debt
    and Equity Securities
 51




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  other-than-temporary
  Available-for-sale available-for-sale
    Concentration
    of Credit Risk
     52




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fair
    Value of Financial Instruments
     Accounts
    Payable and Accrued Liabilities
     Cash
    Equivalents
     Accounts
    Receivable
     Insurance
    Contracts
     Investment
    Securities
  Fair Value Measurements and Disclosures
  
    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.  available-for-sale
 53




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Sabbatical
    Leave
  Compensation  General 10-25-1 Compensated Absences 10-25-4 Sabbatical Leave Benefits 10-25-5.
  Impact
    of Recently Issued Accounting Standards
  2010-06 Fair Value Measurements and
    Disclosures 2010-06 820-10 820-10
  Income
    Taxes
  Accounting for Income Taxes,
  Inventories
  (first-in,
 54




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    build-up
    Property
    and Equipment
    Equipment

2 to 5 yearsFurniture and fixtures

3 to 5 yearsLeasehold improvements

Shorter of useful life or remaining term of lease     Long-Lived
    Asset Impairment
   55




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill and Other Intangible Assets
  Impairment or
    Disposal of Long Live Assets
  Revenue
    Recognition
   56




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    sell-through sell-through sell-through
    Stock-Based
    Compensation
  Compensation  Stock Compensation
  Valuation and amortization method
  Expected Term
  Expected Volatility 
  Expected Dividend
 57




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Risk-Free Interest Rate
  Fair Value
  Jan, 3, 2010

Jan, 4, 2009

Jan. 6, 2008Option Plan SharesExpected term (in years)


5.44



5.48



4.72Volatility


50.9
%


39.8
%


42.3
%Risk-free interest rate


2.5
%


2.9
%


4.0
%Weighted-average grant date fair value

$
5.72


$
5.66


$
4.90ESPP SharesExpected term (in years)


1.25



1.25



Volatility


62.0
%


42.0
%


Risk-free interest rate


0.6
%


2.1
%


Weighted-average grant date fair value

$
4.36


$
4.01


$
     2.
    Balance
    Sheet Detail  Jan. 3, 2010


Jan. 4, 2009(In thousands)Accounts receivable:Trade accounts receivable

$
19,319


$
11,952Allowance for doubtful accounts


(207
)


(356
)$
19,112


$
11,596     58




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Jan. 3, 2010


Jan. 4, 2009(In thousands)Inventories:Purchased parts and raw materials

$
8,948


$
14,372Work-in-process


16,743



28,913Finished goods


11,633



17,345$
37,324


$
60,630Property and equipment:Equipment(1)

$
110,254


$
105,895Furniture and fixtures


923



846Leasehold improvements


7,132



6,803118,309



113,544Accumulated depreciation


(95,340
)


(78,797
)$
22,969


$
34,747     (1)
    
    Includes $0.5 million of equipment purchased under a
    capital lease agreement as of January 3, 2010, and
    January 4, 2009.    Goodwill
    and other intangible assets, net
  Business Combinations,
   59




---



##### Table of Contents



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


AccumulatedAssets


Amortization


Net(In thousands)January 3, 2010Goodwill

$
30,946


$



$
30,946Acquisition-related developed technology


15,123



(12,239
)


2,884Other acquisition-related intangibles


3,044



(1,935
)


1,109Acquired patents


1,842



(1,842
)


Total goodwill and identified intangible assets

$
71,152


$
(36,213
)

$
34,939   Gross


AccumulatedAssets


Amortization


Net(In thousands)January 4, 2009Goodwill

$
30,776


$



$
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     Jan. 3, 2010


Jan. 4, 2009(In thousands)Other Assets, net:Prepaid long-term license fees

$
23,595


$
17,624Deferred compensation plan assets


5,352



3,920Other


1,152



478$
30,099


$
22,022   3.
    Financial
    Instruments  Fair Value Measurements and
    Disclosures available-for-sale
 60




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##### 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)January 3, 2010Available-for-sale
    securitiesMoney market mutual funds

$
17,147


$
17,147







Asset backed obligations


11,208






$
11,208



Commercial paper


9,583







9,583



Corporate bonds


27,662







27,662



U.S. Treasury obligations


7,210







7,210



U.S. government agency securities


25,781







25,781



Bonds issued by foreign countries


10,483







10,483



Municipal bonds


7,090







7,090



Certificate of Deposit


1,000







1,000



Floating rate notes


15,838







15,838



Total
    available-for-sale
    securities

$
133,002


$
17,147


$
115,855


$
   Fair Value Measurements UsingQuoted Prices inActive Markets


Significant Other


Significantfor Identical


Observable Inputs


UnobservableDescription

Total


Assets (Level 1)


(Level 2)


Inputs (Level 3)January 4, 2009Available-for-sale
    securitiesMoney market mutual funds

$
36,580


$
36,580







Asset backed obligations


23,671






$
23,671



Corporate bonds


36,799







36,799



U.S. Treasury obligations


3,572







3,572



U.S. government agency securities


31,375







31,375



Floating rate notes


1,501







1,501



Total
    available-for-sale
    securities

$
133,498


$
36,580


$
96,918


$
   other-than-temporary
  
    If it is probable that the Company will be unable to collect all
    amounts due according to the contractual terms of a debt
    security not impaired at acquisition; 61




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    If the decline in a securitys value is due to an increase
    in market interest rates or a change in foreign exchange rates
    since acquisition (examples of when a decline in the fair value
    of a debt security may be other than temporary include
    situations where the security will be disposed of before it
    matures or the investment is not realizable);
    If the Company has decided to sell an impaired
    available-for-sale
    security and does not expect the fair value of the security to
    fully recover before the expected time of sale, the security
    shall be deemed
    other-than-temporarily
    impaired in the period in which the decision to sell is made;
    If the Company intends to sell a specifically identified
    available-for-sale
    debt or equity security at a loss shortly after the balance
    sheet date, the Company shall recognize an
    other-than-temporary
    impairment; and
    If the Company does not intend to sell (debt) securities and it
    is determined that it is not more likely than not that the
    Company will be required to sell the security before recovery of
    its amortized cost basis less any current-period credit loss,
    then any recognized
    other-than-temporary
    impairment shall be separated into both of the following:
    (a) the amount representing the credit loss; and
    (b) the amount related to all other factors.    available-for-sale
  Years EndedJan. 3,

Jan. 4,2010

2009(In thousands)Gross realized gains

$
42


$
154Gross realized losses

$
(367
)

$
(299
)  62




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale
  Gross


Gross


EstimatedUnrealized


Unrealized


FairCost


Gains


Losses


Values(In thousands)January 3, 2010Money market mutual funds

$
17,147


$



$



$
17,147Asset backed obligations


11,437



214



(443
)


11,208Commercial paper


9,582



1







9,583Corporate bonds


27,184



512



(34
)


27,662U.S. Treasury obligations


7,140



73



(3
)


7,210U.S. government agency securities


25,285



516



(20
)


25,781Bonds issued by foreign countries


10,418



77



(12
)


10,483Municipal bonds


7,062



31



(3
)


7,090Certificate of Deposit


1,000











1,000Floating rate notes


15,779



63



(4
)


15,838Total
    available-for-sale
    securities

$
132,034


$
1,487


$
(519
)

$
133,002Included in cash and cash equivalents













$
26,332Included in short term investments














106,007Included in long term investments














663Total
    available-for-sale
    securities













$
133,002   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  63




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale
  Aggregate

AggregateValue of

Fair ValueUnrealized

ofLoss

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

$
(15
)

$
9,883Unrealized loss position for greater than twelve months

$
(443
)

$
663   available-for-sale
  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   other-than-temporary
      Jan. 3,


Jan. 4,2010


2009(In thousands)Available-for-sale
    debt securities:Due in less than one year

$
65,238


$
52,384Due in one to five years


50,059



44,534Due in five to ten years






Due greater than ten years


558



$
115,855


$
96,918   4.
    Commitments
    and Contingencies  
    Commitments
   64




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Payments Due by Period2015Total


2010


2011


2012


2013


2014


and Later(In thousands)Operating and capital leases(1)

$
14,750


$
3,740


$
3,411


$
3,402


$
3,474


$
539


$
184Inventory purchase obligations relating to last-time-buy
    inventory


4,200



4,200



















Standby letters of credit


1,400



1,400



















Total obligations

$
20,350


$
9,340


$
3,411


$
3,402


$
3,474


$
539


$
184     (1)
    
    Excludes sublease income of $56,163 per month from October 2010
    through January 2014 attributable to a sublease agreement
    executed in February 2010.   65




---



##### 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 60 million (approximately
    $0.7 million), and
    Employment Development Department of the State of California in
    the amount $0.2 million.    5.
    Defined
    Contribution Plan      6.
    Stock
    Based Compensation   Stock-Based
    Compensation Expense
    Jan. 3,


Jan. 4,


Jan. 6,2010


2009


2008Cost of revenues

$
479


$
410


$
554Research and development


3,765



4,146



4,024Selling, general, and administrative


3,400



4,540



3,294Total stock-based compensation expense, before income taxes


7,644



9,096



7,872Tax benefit






(1,796
)


(1,518
)Total stock-based compensation expense, net of income taxes

$
7,644


$
7,300


$
6,354      66




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Compensation  Stock
    Compensation
   Stock
    Option Plans
       67




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-Weighted-


AverageAverage


Remaining


AggregateNumber


Exercise


Contractual


IntrinsicOptions

of Shares


Price


Term


Value(In thousands)Outstanding 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



16.05Granted


1,012,305



11.85Exercised


(54,330
)


11.08Forfeitures and cancellations


(1,076,262
)


15.51Outstanding at January 3, 2010


6,229,444


$
15.50



6.00


$
937Vested and expected to vest at January 3, 2010


6,131,190


$
15.55



5.95


$
911Exercisable at January 3, 2010


4,070,665


$
16.97



4.57


$
416   in-the-money
 68




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    January 3, 2010Options Outstanding

Options ExercisableWeightedAverageRemaining

Weighted



WeightedContract

Average



AverageNumber of

Life

Exercise

Number of

ExerciseRange of Exercise Prices

Shares

(In Years)

Price

Shares

Price$ 0.07 - 11.05


820,666



8.17


$
10.85



380,944


$
10.8311.07 - 12.46


969,277



9.14



12.16



135,760



12.1312.51 - 13.08


655,631



7.66



12.94



118,080



12.7313.48 - 14.77


806,925



5.88



14.47



743,834



14.4814.78 - 15.49


716,145



4.19



15.19



595,241



15.1315.70 - 15.99


674,372



5.10



15.73



662,894



15.7316.08 - 19.05


670,684



5.70



17.40



518,168



17.5019.73 - 24.76


648,094



2.47



22.35



648,094



22.3525.00 - 35.50


261,650



0.67



29.99



261,650



29.9836.00 - 36.00


6,000



0.76



36.00



6,000



36.006,229,444



6.00


$
15.50



4,070,665


$
16.97      Employee
    Stock Purchase Plan
  24-month
     69




---



##### Table of Contents



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


Grant DateShares


Fair ValueNonvested 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


$
12.63Granted


158,308



12.18Vested


(120,667
)


12.14Forfeited


(20,162
)


12.64Nonvested at January 3, 2010


307,927


$
12.58   7.
    Comprehensive
    Income (Loss)    Years EndedJan. 3,


Jan. 4,


Jan. 6,2010


2009


2008(In thousands)Net loss

$
(46,229
)

$
(11,725
)

$
(2,904
)Change in gain (loss) on
    available-for-sale
    securities, net of tax of $769 in 2009, $(1,429) in 2008, and
    $768 in 2007


1,224



(2,279
)


1,224Reclassification adjustment for gains or losses included in net
    income (loss), net of tax of $125 in 2009, $405 in 2008, and
    ($4) in 2007


200



646



(7
)Other comprehensive income (loss), net of tax of $894 in 2009,
    $(1,024) in 2008, and $764 in 2007


1,424



(1,633
)


1,217Total comprehensive loss

$
(44,805
)

$
(13,358
)

$
(1,687
)  70




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale
  8.
    Tax
    Provision    January 4, 2009Balance at January 6, 2008

$
3,233Increases relating to current year provisions


629Ending balance at January 4, 2009

$
3,862January 3, 2010Balance at January 4, 2009

$
3,862Decreases related to prior years provision


(97
)Increases relating to current year provisions


806Ending balance at January 3, 2010

$
4,571           Years EndedJan. 3,


Jan. 4,


Jan. 6,2010


2009


2008(In thousands)U.S.

$
(21,570
)

$
812


$
(4,002
)Foreign


286



1,290



510Income(loss) before tax provision (benefit)

$
(21,284
)

$
2,102


$
(3,492
)     Years EndedJan. 3,


Jan. 4,


Jan. 6,2010


2009


2008(In thousands)Federal  current

$
(1,027
)

$
222


$
Federal  deferred


21,726



7,675



(232
)State  current


832



284



50State  deferred


2,660



5,135



(770
)Foreign  current


754



511



364$
24,945


$
13,827


$
(588
)  71




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Jan. 3,


Jan. 4,


Jan. 6,2010


2009


2008(In thousands)Tax provision (benefit) at federal statutory rate

$
(7,449
)

$
736


$
(1,222
)Federal research credits


(554
)


(1,008
)


(481
)State taxes, net of federal benefit


13



(527
)


(469
)Non-deductible stock compensation


921



1,459



1,380Non-deductible meals and entertainment expenses


135



204



80Foreign tax rate differential










185Valuation allowance


31,611



12,747



Other


268



216



(61
)Tax provision (benefit)

$
24,945


$
13,827


$
(588
)     Jan. 3,


Jan. 4,2010


2009(In thousands)Deferred tax assets:Deferred income on shipments to distributors

$
8,821


$
9,376Intangible assets


1,310



1,763Inventories


10,643



6,709Net operating losses


11,252



8,422Capitalized research and development expenses


572



495Research and development and other tax credits


15,617



14,217Stock options


3,243



2,244Compensation and sabbatical accrual


1,406



2,908Non-deductible accruals and other, net


437



173Depreciation






55053,301



46,857Valuation allowance for deferred taxes


(52,808
)


(21,576
)Deferred tax assets

$
493


$
25,281Deferred tax liabilities:Depreciation

$
(493
)

$
Net deferred tax assets

$



$
25,281    72




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      9.
    Shareholders
    Equity   Preferred
    Stock
     Stock
    Repurchase
    Rule 10b5-1 Rule 10b5-1
  
    Shareholder Rights Plan
    10.
    Segment
    Disclosures   73




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years EndedJanuary 3,


January 4,


January 6,2010


2009


2008(In thousands, except percentages)United States

$
99,225



52
%

$
107,253



49
%

$
98,394



50
%Export:Europe


48,034



25
%


59,800



27
%


56,820



29
%Japan


9,590



5
%


14,784



7
%


10,003



5
%Other international


33,784



18
%


36,569



17
%


31,826



16
%$
190,633



100
%

$
218,406



100
%

$
197,043



100
%     Jan. 3,


Jan. 4,2010


2009(In thousands)United States

$
21,491


$
34,043Europe


616



628Japan


17



23Other international


845



53$
22,969


$
34,747   11.
    Net Loss
    Per Share    Years EndedJan. 3,


Jan. 4,


Jan. 6,2010


2009


2008(In thousands, except pershare amounts)Basic:Weighted-average common shares outstanding


26,134



25,851



26,888Net loss

$
(46,229
)

$
(11,725
)

$
(2,904
)Net loss per share

$
(1.77
)

$
(0.45
)

$
(0.11
)Diluted:Weighted-average common shares outstanding


26,134



25,851



26,888Net effect of dilutive stock options based on the treasury stock
    method










Shares used in computing net income per share


26,134



25,851



26,888Net loss

$
(46,229
)

$
(11,725
)

$
(2,904
)Net loss per share

$
(1.77
)

$
(0.45
)

$
(0.11
)  74




---



##### 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    75




---



##### 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



0.5Trade name


470



10Other


300



4Total acquired identifiable intangible assets

$
5,440   14.
    Restructuring
    and Asset Impairment  
    Reductions in Force
  Accounting for Costs
    Associated with Exit of Disposal Activities
    RestructuringLiabilities(In thousands)Restructuring charges for 2008

$
2,424Payments


(1,224
)Balance at January 4, 2009


1,200Restructuring charges


2,593Payments


(3,150
)Balance at January 3, 2010

$
643   
    Impairment of Long-Lived Assets
    15.
    Subsequent
    Events  
    Stock Repurchase
  Rule 10b5-1
 76




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Rule 10b5-1 Rule 10b5-1
  
    Mountain View Headquarters
    
    CEO Transition
    16.
    Unaudited
    Quarterly Information    Year Ended January 3, 2010Fourth Quarter


Third Quarter


Second Quarter


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

$
49,699


$
47,248


$
45,227


$
48,459Costs and expenses:Cost of revenues(2)


18,715



18,760



32,595



20,785Research and development


14,160



14,839



15,326



16,393Selling, general, and administrative


14,401



13,196



13,659



13,490Restructuring charges(3)(4)


1,202



175



5,594



1,119Amortization of acquisition related intangibles


193



193



192



193Total costs and expenses


48,671



47,163



67,366



51,980Income (loss) from operations


1,028



85



(22,139
)


(3,521
)Interest income and other, net of expense


71



664



776



1,752Income (loss) before tax provision


1,099



749



(21,363
)


(1,769
)Tax provision(5)


137



(157
)


23,778



1,187Net income (loss)

$
962


$
906


$
(45,141
)

$
(2,956
) 77




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended January 3, 2010Fourth Quarter


Third Quarter


Second Quarter


First Quarter(Unaudited, in thousands, except per share amounts)Net income (loss) per share:Basic

$
0.04


$
0.03


$
(1.73
)

$
(0.11
)Diluted(1)

$
0.04


$
0.03


$
(1.73
)

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


26,203



26,160



26,146



26,027Diluted(1)


26,362



26,247



26,146



26,027     (1)
    
    For the first and second quarters of 2009, 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)
    
    In accordance with our normal quarterly inventory review, we
    perform an in-depth analysis of our inventory levels to
    determine whether additional excess reserves should be
    established. We determined that additional reserves of
    $13.3 million for excess inventory were required as of the
    end of the second quarter of fiscal 2009.(3)
    
    During fiscal 2009, we recorded charges of $2.6 million
    related to reductions in force to improve our operating results.
    Approximately 73 positions were eliminated during 2009.(4)
    
    During the second quarter of 2009, we recorded non-cash asset
    impairment charges totaling $5.5 million for certain
    manufacturing fixed assets that were determined to be in excess
    of current and expected future manufacturing requirements.(5)
    
    During the second quarter of fiscal 2009, we recorded a tax
    provision of $23.8 million on a second quarter pre-tax loss
    of $21.4 million. The difference in the tax provisions is
    primarily due to the valuation allowance recorded against 100%
    of the net deferred tax assets during the second quarter.  Year Ended January 4, 2009Fourth Quarter


Third Quarter


Second Quarter


First Quarter(Unaudited, 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(1)


2,424











Amortization of acquisition related intangibles


338



458







Total costs and expenses


54,925



54,834



55,751



56,227 78




---



##### Table of Contents



ACTEL
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended January 4, 2009Fourth Quarter


Third Quarter


Second Quarter


First Quarter(Unaudited, in thousands, except per share amounts)Income (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(3)

$
(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(3)


25,784



25,726



26,155



26,677     (1)
    
    In the fourth quarter of fiscal 2008, we initiated a
    restructuring program in order to reduce our operating costs and
    recorded a charge of $2.4 million related to a reduction in
    force. Approximately 60 positions were eliminated.(2)
    
    During the fourth quarter of 2008, we recorded a valuation
    allowance of $12.7 million against a portion of our
    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 carry forwards.(3)
    
    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. 79




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             /s/  Ernst &
    Young LLP
    80




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                 /s/  Ernst &
    Young LLP
    81




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##### 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.   82




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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.
 83




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##### Table of Contents



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   84




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##### 



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  Form 10-K:
  Financial Statements. Form 10-K:
   
 Consolidated balance sheets at January 3,
    2010 and January 4, 2009


48Consolidated statements of operations for each of
    the three years in the period ended January 3, 2010


49Consolidated statements of shareholders
    equity and other comprehensive income/(loss) for each of the
    three years in the period ended January 3, 2010


50Consolidated statements of cash flows for each of
    the three years in the period ended January 3, 2010


51Notes to consolidated financial statements


52    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).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). 85




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##### Table of Contents



ExhibitNumber

Description10
.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(1)

Employment Agreement dated as of August 17, 2009, by and
    between the Registrant and Maurice E. Carson (filed as
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    (File
    No. 0-21970)
    filed with the Securities and Exchange Commission on
    August 14, 2009).10
.18(1)

Transition Agreement dated February 2, 2010, by and between
    the Registrant and John C. East (filed as Exhibit 10.1 to
    the Registrants Current Report on
    Form 8-K
    (File
    No. 0-21970)
    filed with the Securities and Exchange Commission on
    February 4, 2010).10
.19

Sublease dated as of February 18, 2010, by and between the
    Registrant and LinkedIn Corporation.10
.20

Agreement by and between the Registrant and the Ramius Group
    dated as of March 9, 2010.14


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



88    86




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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 15, 2010/s/  Maurice
    E. Carson(Maurice
    E. Carson)

Executive Vice President and
    Chief Financial Officer
    (as Principal Financial and
    Accounting Officer)

March 15, 2010/s/  James
    R. Fiebiger(James
    R. Fiebiger)

Director

March 15, 2010/s/  Jacob
    S. Jacobsson(Jacob
    S. Jacobsson)

Director

March 15, 2010/s/  Patrick
    W. Little(Patrick
    W. Little)

Director

March 15, 2010/s/  J.
    Daniel McCranie(J.
    Daniel McCranie)

Director

March 15, 2010/s/  Jeffrey
    C. Smith(Jeffrey
    C. Smith)

Director

March 15, 2010/s/  Robert
    G. Spencer(Robert
    G. Spencer)

Director

March 15, 2010/s/  Eric
    J. Zahler(Eric
    J. Zahler)

Director

March 15, 2010  87




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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 January 6, 2008

$
614


$
80






$
694Year ended January 4, 2009


694



(338
)






356Year ended January 3, 2010


356



(149
)






207  88




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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
.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). 89




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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(1)

Employment Agreement dated as of August 17, 2009, by and
    between the Registrant and Maurice E. Carson (filed as
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    (File
    No. 0-21970)
    filed with the Securities and Exchange Commission on
    August 14, 2009).10
.18(1)

Transition Agreement dated February 2, 2010, by and between
    the Registrant and John C. East (filed as Exhibit 10.1 to
    the Registrants Current Report on
    Form 8-K
    (File
    No. 0-21970)
    filed with the Securities and Exchange Commission on
    February 4, 2010).10
.19

Sublease dated as of February 18, 2010, by and between the
    Registrant and LinkedIn Corporation.10
.20

Agreement by and between the Registrant and the Ramius Group
    dated as of March 9, 2010.14


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. 90