-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KEO91E1Xllywzl6UUOTnIYwDthO6Y8+4bYaY256a91GyDV4YqnCTnCQUZIlEVoN/ I8n9vCd0SGbFVvkIsOPvAw== 0000891618-96-000261.txt : 19960429 0000891618-96-000261.hdr.sgml : 19960429 ACCESSION NUMBER: 0000891618-96-000261 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960426 EFFECTIVENESS DATE: 19960515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAPTEC INC CENTRAL INDEX KEY: 0000709804 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942748530 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02889 FILM NUMBER: 96551871 BUSINESS ADDRESS: STREET 1: 691 S MILPITAS BLVD STREET 2: M/S25 CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4089458600 MAIL ADDRESS: STREET 1: 691 SOUTH MILPITAS BLVD STREET 2: M/S25 CITY: MILPITAS STATE: CA ZIP: 95035 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on April 26, 1996 Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ADAPTEC, INC. (Exact name of issuer as specified in its charter) California 94-2748530 (State of Incorporation) (I.R.S. Employer Identification No.) 691 South Milpitas Boulevard Milpitas, California 95035 (Address of principal executive offices) 1990 STOCK PLAN (Full title of the Plan) F. GRANT SAVIERS President and Chief Executive Officer ADAPTEC, INC. 691 South Milpitas Boulevard Milpitas, California 95035 (408) 945-8600 (Name, address and telephone number of agent for service) Copies to: HENRY P. MASSEY, JR., ESQ. Wilson, Sonsini, Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 (415) 493-9300 ================================================================================ 2
============================================================================================== CALCULATION OF REGISTRATION FEE ============================================================================================== Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Share Price Fee - ---------------------------------------------------------------------------------------------- Common Stock 2,253,340(1) $51.625(2) $116,328,678 $40,114 $.001 par value, to be issued under 1990 Stock Plan ==============================================================================================
(1) For the sole purpose of calculating the registration fee, the number of shares to be registered under this Registration Statement is the number of additional shares authorized to be issued under the 1990 Stock Plan. (2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act") solely for the purpose of calculating the total registration fee. Computation based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market on April 19, 1996 because the price at which the options to be granted in the future may be exercised is not currently determinable. 3 PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Information Incorporated by Reference The following documents and information heretofore filed with the Securities and Exchange Commission are hereby incorporated by reference: (a) The Registrant's Annual Report on Form 10-K, file no. 0-15071 filed on June 28, 1995, which contains audited financial statements for the Registrant's fiscal year ended March 31, 1995. (b) 1. The Registrant's Quarterly Report on Form 10-Q, file no. 0-15071, filed on August 10, 1995, which contains the Registrant's unaudited financial statements as of June 30, 1995. 2. The Registrant's Quarterly Report on Form 10-Q, file no. 0-15071, filed on November 13, 1995, which contains the Registrant's unaudited financial statements as of September 29, 1995. 3. The Registrant's Quarterly Report on 10-Q, file no. 0-15071, filed on February 9, 1996, which contains the Registrant's unaudited financial statements as of December 29, 1995. (c) Items 1 and 2 of the Registrant's Registration Statement Amendment on Form 8-A filed on July 20, 1992 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents. ITEM 4. Description of Securities Not Applicable. ITEM 5. Interests of Named Experts and Counsel Not Applicable. ITEM 6. Indemnification of Directors and Officers Section 317 of the California General Corporation law makes provisions for the indemnification of officers, directors, and other corporate agents in terms sufficiently broad to indemnify such persons, under certain circum stances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act. The Registrant has entered into indemnification agreements to such effect with its officers and directors. II-1 4 Article IV of Registrant's Articles of Incorporation and Article VI of the Bylaws of Registrant provide that the Registrant shall indemnify certain agents of the Registrant to the maximum extent permitted by the California Corporations Code. Persons covered by this indemnification provision include current and former directors, officers, employees and other agents of the Registrant as well as persons who serve at the request of the Registrant as directors, officers, employees or agents of another enterprise. The Registrant shall have the power, to the extent and in the manner permitted by Section 317 of the California Corporations Code, to indemnify each of its employees and agents (other than directors and officers) against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the Company. For this purpose, an "employee" or "agent" of the Registrant includes any person (i) who is or was an employee or agent of Registrant, (ii) who is or was serving at the request of Registrant as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of Registrant or of another enterprise at the request of such predecessor corporation. The Registrant has entered into separate indemnification agreements with its directors and officers, which may require the Registrant, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature), and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. ITEM 7. Exemption From Registration Claimed Not Applicable. ITEM 8. Exhibits 4.1 First Amended and Restated Common Shares Rights Agreement between Registrant and Chemical Trust Company as Rights Agents, dated June 30, 1992. (Incorporated by reference to Exhibit 1.1 to Amendment No. 3 on Form 8 (filed July 20, 1992) to the Registrant's Registration Statement (No. 0-15071) on Form 8-A filed on May 11, 1992.) 4.2 1990 Stock Plan, as amended. (Incorporated by reference to Exhibit 4.2 filed with Registrant's Registration Statement on Form S-8 filed on February 7, 1996 (file no. 333-00779)). 4.3 Forms of Stock Option Agreement and Incentive Stock Rights Agreement for use in connection with the 1990 Stock Plan, as amended. (Incorporated by reference to Exhibit 4.3 filed with Registrant's Registration Statement on Form S-8 filed on February 7, 1996 (file no. 333-00779)). 4.4 Forms of Tandem Stock Option/SAR Agreement, Restricted Stock Purchase Agreement and Stock Appreciation Rights Agreement for use in connection with the 1990 Stock Plan, as amended. (Incorporated by reference to Exhibit 10.24 filed with Registrant's Annual Report on Form 10-K for the year ended March 31, 1993) 5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to legality of securities being registered. 23.1 Consent of Independent Accountants (see Page II-6). II-2 5 23.2 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see Page II-4). ITEM 9. UNDERTAKINGS (A) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (B) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (C) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the California General Corporations Code, the Restated Articles of Incorporation of the Registrant, the Bylaws of the Registrant, Indemnification Agreements entered into between the Registrant and its officers and directors, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Adaptec, Inc, a corporation organized and existing under the laws of the State of California, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on this 17th day of April, 1996. ADAPTEC, INC. By: /s/ F. Grant Saviers ---------------------------------- F. Grant Saviers Chief Executive Officer, President and Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints F. Grant Saviers and Paul G. Hansen, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ F. Grant Saviers Chief Executive Officer, President and April 17, 1996 - ----------------------------- Director (Principal Executive Officer) (F. Grant Saviers) /s/ Paul G. Hansen Vice President of Finance, Chief April 19, 1996 - ----------------------------- Financial Officer (Principal Financial (Paul G. Hansen) Officer) and Assistant Secretary
II-4 7 /s/ Andrew J. Brown Corporate Controller (Principal April 17, 1996 - ------------------------------ Accounting Officer) (Andrew J. Brown) /s/ John G. Adler Chairman of the Board and Director April 25, 1996 - ------------------------------ (John G. Adler) /s/ Laurence B. Bourcher Director April 18, 1996 - ------------------------------ (Laurence B. Boucher) /s/ Carl J. Conti Director April 25, 1996 - ------------------------------ (Carl J. Conti) /s/ John East Director April 19, 1996 (John East) /s/ Robert J. Loarie Director April 22, 1996 - ------------------------------ (Robert J. Loarie) /s/ B.J. Moore Director April 18, 1996 - ------------------------------ (B.J. Moore) /s/ W. Ferrell Sanders Director April 19, 1996 - ------------------------------ (W. Ferrell Sanders) /s/ Phillip E. White Director April 22, 1996 - ------------------------------ (Phillip E. White)
II-5 8 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 20, 1995, which appears on page 47 of the 1995 Annual Report to Shareholders of Adaptec, Inc., which is incorporated by reference in Adaptec, Inc.'s Annual Report on Form 10-K for the year ended March 31, 1995. /s/ PRICE WATERHOUSE LLP San Jose, California April 22, 1996 II-6 9 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated April 25, 1994 included in Adaptec, Inc.'s Form 10-K for the year ended March 31, 1995. /s/ ARTHUR ANDERSEN LLP San Jose, California April 18, 1996 II-7 10 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS Registration Statement on Form S-8 ADAPTEC, INC. April 26, 1996 11 INDEX TO EXHIBITS Exhibit Page Number No. - ------------ ------ 4.1(1) First Amended and Restated Common Shares Rights Agreement between Registrant and Chemical Trust Company as Rights Agents, dated June 30, 1992. 4.2(2) 1990 Stock Plan, as amended. 4.3(3) Forms of Stock Option Agreement and Incentive Stock Rights Agreement for use in connection with the 1990 Stock Plan, as amended. 4.4(4) Forms of Tandem Stock Option/SAR Agreement, Restricted Stock Purchase Agreement and Stock Appreciation Rights Agreement for use in connection with the 1990 Stock Plan, as amended. 5.1 Opinion of counsel as to legality of securities being registered. 23.1 Consent of Independent Accountants (see page II-6). 23.2 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page II-4). ================================================================================ (1) Incorporated by reference to Exhibit 1.1 to Amendment No. 3 on Form 8 (filed July 20, 1992) to the Registrant's Registration Statement (No. 0-15071) on Form 8-A filed on May 11, 1992. (2) Incorporated by reference to Exhibit 4.2 filed with Registrant's Registration Statement on form S-8 filed on February 7, 1996 (file no. 333-00779). (3) Incorporated by reference to Exhibit 4.3 filed with Registrant's Registration Statement on form S-8 filed on February 7, 1996 (file no. 333-00779). (4) Incorporated by reference to Exhibit 10.24 filed with Registrant's Annual Report on Form 10-K for the year ended March 31, 1993 filed June 28, 1993. EX-5.1 2 OPINION OF WILSON, SONSINI, GOODRICH & ROSATI 1 EXHIBIT 5.1 April 25, 1996 Adaptec, Inc. 691 South Milpitas Boulevard Milpitas, California 95035 RE: REGISTRATION STATEMENT ON FORM S-8 Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by Adaptec, Inc. (the "Company") with the Securities and Exchange Commission on or about April 26, 1996 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 2,253,340 additional shares of Common Stock (the "Shares") reserved for issuance under the 1990 Stock Plan (the "Plan"). As your counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with said issuance and sale of the Shares pursuant to the Plan. It is our opinion that, upon completion of the proceedings being taken or contemplated by us to be taken prior to the issuance and sale of the Shares pursuant to the Plan, and upon completion of the proceedings being taken in order to permit such transaction to be carried out in accordance with the securities laws of the various states where required, the Shares, when issued and sold in the manner referred to in the Plan and the Registration Statement, will be legally and validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement, including the prospectus constituting a part thereof, and any amendments thereto. Very truly yours, /s/ WILSON, SONSINI, GOODRICH & ROSATI Professional Corporation [hpm] -----END PRIVACY-ENHANCED MESSAGE-----