-----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, E/vsOSP1qtClWCbFdMBdWxzLprq1OukQqd5bC5+x2HYt9qNsQwCzehBGE2kERnnr bAltGqkAZaDmvzVutzAYtg== 0000891618-98-003139.txt : 19980701 0000891618-98-003139.hdr.sgml : 19980701 ACCESSION NUMBER: 0000891618-98-003139 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980630 EFFECTIVENESS DATE: 19980630 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 SEC ACT: SEC FILE NUMBER: 333-58183 FILM NUMBER: 98658432 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 The Index to Exhibits is on Page 7 of this document. As filed with the Securities and Exchange Commission on June 30, 1998 Registration No. 333-____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ADAPTEC, INC. (Exact name of registrant 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) ADAPTEC, INC. 1990 STOCK PLAN RIDGE TECHNOLOGIES, INC. 1997 STOCK OPTION PLAN (Full title of the Plan) F. GRANT SAVIERS 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 (1) Per Share Price Fee - ---------------------------------- ----------------- ----------------- ----------------- ----------------- Common Stock $.001 par value, to be issued under the Adaptec, Inc. 1990 Stock Plan 9,584,899 $15.94(2) $152,783,290.00 $45,071.07 - ---------------------------------- ----------------- ----------------- ----------------- ----------------- Common Stock $.001 par value, to be issued under the Ridge Technologies, Inc. 1997 Stock Option Plan 1,720,000 $17.38(3) $ 29,893,600.00 $8,818.61 ================================== ================= ================= ================= ================= Total 11,304,899 $182,676,890.00 $53,889.68 ================================== ================= ================= ================= =================
(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 Adaptec, Inc. 1990 Stock Plan and the number of shares subject to options currently issued and outstanding under the Ridge Technologies, Inc. 1997 Stock Option Plan. Adaptec, Inc. (the "Registrant") acquired all of the outstanding capital stock of Ridge Technologies, Inc. ("Ridge") on May 21, 1998 (the "Ridge Acquisition"). Pursuant to the terms of the Ridge Acquisition, the Registrant assumed all outstanding options to purchase Ridge Common Stock under the Ridge 1997 Stock Option Plan (the "Assumed Options"), and such options became options to purchase the Registrant's Common Stock, subject to certain adjustments as to number of shares and exercise price. (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 registration fee. Computation based upon the average of the high and low prices of the Registrant's Common Stock as reported on The Nasdaq National Market on June 24, 1998 because the price at which options to be granted in the future may be exercised is not currently determinable. (3) Pursuant to the terms of the Ridge Acquisition, the per share exercise price of the Assumed Options was amended to $17.38, the closing sale price of the Registrant's Common Stock as reported on The Nasdaq National Market on May 20, 1998. 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 (the "Commission") are hereby incorporated by reference: (a) The Registrant's Annual Report on Form 10-K, Commission file no. 0-15071, filed on June 26, 1998. (b) Not applicable. (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 and Exchange Act of 1934, as amended (the "Exchange Act"). Exhibit 1 to Amendment No. 4 on Form 8-A (filed on January 14, 1997) to the Registrant's Registration Statement on Form 8-A, Commission file no. 0-15071, filed on May 11, 1989. 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 of 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 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 Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. 1 4 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 attorneys' 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 7. Exemption From Registration Claimed Not applicable.
ITEM 8. Exhibits -------- 4.1(1) Second Amended and Restated Rights Agreement, dated as of December 5, 1996 between Adaptec, Inc. and ChaseMellon Shareholder Services, LLC, New York, NY, including the Certificate of Determination, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B and C, respectively. 4.2(2) First Amendment, dated March 12, 1998, to the Second Amended and Restated Rights Agreement, dated as of December 5, 1996 between Adaptec, Inc. and ChaseMellon Shareholder Services, LLC, New York, NY, including the Certificate of Determination, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B and C, respectively. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to legality of securities being registered. 23.1 Consent of Independent Accountants. 23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1). 24.1 Power of Attorney (see Page 4).
- --------------- (1) Incorporated by reference to Exhibit 1 to Amendment No. 4 on Form 8-A (filed January 14, 1997) to the Registrant's Registration Statement (Commission File No. 0-15071) on Form 8-A filed with the Commission on May 11, 1989. 2 5 (2) Incorporated by reference to Exhibit 4.2 to the Registrant's Annual Report on Form 10-K, Commission file no. 0-15071, filed on June 26, 1998. 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 the Registration Statement or any material change to such information in the 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 Sec tion 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 foregoing provisions, 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. 3 6 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant 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 the 26th day of June, 1998. ADAPTEC, INC. By: /s/ F. GRANT SAVIERS ------------------------------------- F. Grant Saviers Chief Executive Officer 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, as 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 date indicated.
NAME TITLE DATE - --------------------------- ------------------------------------------------ -------------------- /s/ F. GRANT SAVIERS Chief Executive Officer and Director June 26, 1998 - -------------------------- F. Grant Saviers /s/ PAUL G. HANSEN Vice President, Finance, Chief Financial Officer June 29, 1998 - -------------------------- Paul G. Hansen (Principal Financial Officer) /s/ ANDREW J. BROWN Vice President, Corporate Controller (Principal June 29, 1998 - -------------------------- Andrew J. Brown Accounting Officer) Director June __, 1998 - -------------------------- Laurence B. Boucher /s/ CARL J. CONTI Director June 28, 1998 - -------------------------- Carl J. Conti Director June __, 1998 - -------------------------- John East Director June __, 1998 - -------------------------- Ilene H. Lang /s/ ROBERT J. LOARIE Director June 29, 1998 - -------------------------- Robert J. Loarie
4 7
NAME TITLE DATE - --------------------------- ------------------------------------------------ ------------------ /s/ B.J. MOORE Director June 28, 1998 - -------------------------- B.J. Moore /s/ W. FERRELL SANDERS Director June 26, 1998 - -------------------------- W. Ferrell Sanders Director June __, 1998 - -------------------------- Phillip E. White
5 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------------------ EXHIBITS ------------------------------------------------------ Registration Statement on Form S-8 ADAPTEC, INC. June 30, 1998 6 9 INDEX TO EXHIBITS
Exhibit Page Number No. ------ --- 4.1(1) Second Amended and Restated Rights Agreement, dated as of December 5, 1996 between Adaptec, Inc. and ChaseMellon Shareholder Services, LLC, New York, NY, including the Certificate of Determination, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B and C, respectively. 4.2(2) First Amendment, dated March 12, 1998, to the Second Amended and Restated Rights Agreement, dated as of December 5, 1996 between Adaptec, Inc. and ChaseMellon Shareholder Services, LLC, New York, NY, including the Certificate of Determination, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B and C, respectively. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to legality of securities being registered. 23.1 Consent of Independent Accountants. 23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1). 24.1 Power of Attorney (see Page 4).
- ------------ (1) Incorporated by reference to Exhibit 1 to Amendment No. 4 on Form 8-A (filed January 14, 1997) to the Registrant's Registration Statement (Commission File No. 0-15071) on Form 8-A filed with the Commission on May 11, 1989. (2) Incorporated by reference to Exhibit 4.2 to the Registrant's Annual Report on Form 10-K (Commission file no. 0-15071) filed with the Commission on June 26, 1998. 7 EX-5.1 2 OPINION OF WILSON SONSINI GOODRICH & ROSATI 1 Exhibit 5.1 June 30, 1998 Adaptec, Inc. 691 South Milpitas Boulevard Milpitas, California 95035 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and 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 June 30, 1998 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 11,304,899 shares of the Company's Common Stock (the "Shares") reserved for issuance under the Company's 1990 Stock Plan and the Ridge Technologies, Inc. 1997 Stock Option Plan (collectively, the "Plans"). As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares under 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 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, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati, P.C. [HPM] 8 EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS 1 Exhibit 23.1 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 29, 1998, except for Note 12 which is as of May 21, 1998, which appears in the Annual Report to Stockholders of Adaptec, Inc., which is incorporated by reference in Adaptec, Inc.'s Annual Report on Form 10-K for the year ended March 31, 1998. PRICE WATERHOUSE LLP San Jose, California June 24, 1998 9 -----END PRIVACY-ENHANCED MESSAGE-----