-----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, FS8yraWT4vPcjNDmz0JgYNykuCeLmhX5GRoqpLKkfEAVpn0yiWS/sFK57r1ieM2e H3zLYOWqAGram30HlXxbQw== 0000891618-98-001316.txt : 19980330 0000891618-98-001316.hdr.sgml : 19980330 ACCESSION NUMBER: 0000891618-98-001316 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980327 EFFECTIVENESS DATE: 19980327 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAPTEC INC CENTRAL INDEX KEY: 0000709804 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 942748530 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-14241 FILM NUMBER: 98574980 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 POS 1 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 1 As filed with the Securities and Exchange Commission on March 26, 1998 Registration Nos. 333-14241, 333-12095, 333-02889 and 333-00779 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ADAPTEC, INC. (Exact name of issuer as specified in its charter) Delaware 94-2748530 ----------------------- ------------------------------------ (State of Incorporation) (I.R.S. Employer Identification No.) 691 South Milpitas Boulevard Milpitas, California 95035 (Address of principal executive offices) 1990 DIRECTORS' OPTION PLAN 1990 STOCK PLAN DATA KINESIS, INC. 1996 STOCK OPTION/STOCK ISSUANCE 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 (650) 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 $.001 par value, to be issued under 1990 Stock Plan N/A* N/A* N/A* N/A* =========================================================================================================
* No additional securities are to be registered, and registration fees were paid upon filing of the original Registration Statement Nos.333-14241, 333-12095, 333-02889 and 333-00779. Therefore, no further registration fee is required. 3 EXPLANATORY NOTE This Post-Effective Amendment No. 1 (the "Amendment") to certain Registration Statements on Form S-8 (File Nos. 333-14241, 333-12095, 333-02889 and 333-00779) (the "Registration Statements") is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act") by Adaptec, Inc., a Delaware corporation ("Adaptec Delaware" or the "Company"), which is the successor to Adaptec, Inc., a California corporation ("Adaptec California"), following a statutory merger effective on March 12, 1998 (the "Merger") for the purpose of changing Adaptec California's state of incorporation. Prior to the Merger, Adaptec Delaware had no assets or liabilities other than nominal assets or liabilities. In connection with the Merger, Adaptec Delaware succeeded by operation of law to all of the assets and liabilities of Adaptec California. The Merger was approved by the shareholders of Adaptec California at a meeting for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except as modified by this Amendment (including modifications resulting from the incorporation of documents by reference), Adaptec Delaware, by virtue of this Amendment, expressly adopts the Registration Statements as its own registration statements for all purposes of the Securities Act and the Exchange Act. 4 PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Information Incorporated by Reference In addition to the documents already incorporated by reference into the Registration Statements, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Prospectus and 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 Prospectus and to be part hereof from the date of filing such documents. ITEM 6. Indemnification of Directors and Officers The Company's Certificate of Incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability (i) for any breach of their duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in II-1 5 Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. The Company's Bylaws provide that the Company shall indemnify its directors and officers and may indemnify its employees and other agents to the fullest extent permitted by law. The Company's Bylaws also permit the Company to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether the Company would have the power to indemnify him or her against such liability under the General Corporation Law of Delaware. The Company currently has secured such insurance on behalf of its officers and directors. The Company has entered into agreements to indemnify its directors and officers, in addition to indemnification provided for in the Company's Bylaws. Subject to certain conditions, these agreements, among other things, indemnify the Company's directors and officers for certain expenses (including attorney's fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person's services as a director or officer of the Company, any subsidiary of the Company or any other company or enterprise to which the person provides services at the request of the Company. ITEM 8. Exhibits 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. 23.1 Consent of Wilson Sonsini Goodrich & Rosati (see Exhibit 5.1). 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. II-2 6 (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 Delaware General Corporations Law, 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 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on the 11th day of March, 1998. ADAPTEC, INC. By: /s/ F. GRANT SAVIERS ------------------------------------------ F. Grant Saviers President, Chief Executive Officer, and Director 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.
NAME TITLE DATE - ----------------------------- -------------------------------------------------- ------------------- /s/ F. Grant Saviers - ----------------------------- President, Chief Executive Officer and Director March 11, 1998 F. Grant Saviers /s/ Paul G. Hansen* - ----------------------------- Vice President, Finance, Chief Financial Officer, March 11, 1998 Paul G. Hansen (Principal Financial Officer) /s/ Andrew J. Brown* - ----------------------------- Vice President, Corporate Controller (Principal March 11, 1998 Andrew J. Brown Accounting Officer) /s/ Laurence B. Boucher* - ----------------------------- Director March 11, 1998 Laurence B. Boucher /s/ Carl J. Conti* - ----------------------------- Director March 11, 1998 Carl J. Conti /s/ John C. East* - ----------------------------- Director March 11, 1998 John C. East /s/ Robert J. Loarie* - ----------------------------- Director March 11, 1998 Robert J. Loarie /s/ B.J. Moore* - ----------------------------- Director March 11, 1998 B.J. Moore /s/ W. Ferrell Sanders* - ----------------------------- Director March 11, 1998 W. Ferrell Sanders /s/ Phillip E. White* - ----------------------------- Director March 11, 1998 Phillip E. White *By: /s/ F. Grant Saviers ------------------------ Attorney-in-fact
II-4 EX-5.1 2 OPINION OF WILSON SONSINI GOODRICH & ROSATI 1 Exhibit 5.1 March 26, 1998 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., a Delaware Corporation (the "Company"), with the Securities and Exchange Commission on or about March 26, 1998 (the "Registration Statement") in connection with the assumption pursuant to Rule 414 of the Securities Act of 1933, as amended, by the Company of certain Registration Statements on Form S-8 filed by the Company's predecessor, Adaptec, Inc., a California Corporation ("Adaptec California"), relating to shares of Common Stock of Adaptec California reserved for issuance under certain stock plans (the "Plans") of Adaptec California. We understand that the Plans have been assumed by the Company and that in accordance with the terms of the Plans, the Company has reserved shares (the "Shares") of Common Stock of the Company for issuance pursuant to the Plans. 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 Plans. 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 Plans, and upon completion of the proceedings being taken in order to permit such transactions 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, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati -----END PRIVACY-ENHANCED MESSAGE-----