-----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, Ux+B8BPQQk0rFxVmWUVIkrFsn6IM+MSrwJUdChgKsOefguTA6gIYMdGHEMxejRiy cYtSyj3dV4JgjDxcDILAVQ== 0000912057-00-002926.txt : 20000203 0000912057-00-002926.hdr.sgml : 20000203 ACCESSION NUMBER: 0000912057-00-002926 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000128 EFFECTIVENESS DATE: 20000128 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: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-95673 FILM NUMBER: 516808 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 The Index to Exhibits is on Page 6 of this document As filed with the Securities and Exchange Commission on January 28, 2000 Registration No. _____________ =============================================================================== 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 Number) 691 Milpitas Boulevard Milpitas, California 95035 (Address of principal executive offices) DISTRIBUTED PROCESSING TECHNOLOGY CORP. OMNIBUS STOCK OPTION PLAN (Full title of the Plan) ROBERT N. STEPHENS President and Chief Executive Officer ADAPTEC, INC. 691 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 ================================================================================ ================================================================================
CALCULATION OF REGISTRATION FEE =================================================================================================================================== Amount Proposed Maximum Proposed Maximum Amount of Title of Securities to to be Offering Price Aggregate Registration be Registered Registered(1) Per Share Offering Price Fee - ----------------------------------------- ------------------------- ---------------------- ---------------------- ----------------- Common Stock $0.001 par value, to be issued under the Distributed Processing Technology Corp. Omnibus Stock Option Plan 1,130,525 $ 4.91(2) $ 5,550,878 $1,466 - ----------------------------------------- ------------------------- ---------------------- ---------------------- ----------------
(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 shares subject to options currently issued and outstanding under the Distributed Processing Technology Corp. Omnibus Stock Option Plan. Adaptec, Inc. (the "Registrant") acquired all of the outstanding capital stock of Distributed Processing Technology Corp. ("DPT") on December 22, 1999 (the "DPT Acquisition"). Pursuant to the terms of the DPT Acquisition, the Registrant assumed all outstanding options to purchase DPT Common Stock under the DPT Omnibus 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) Pursuant to the terms of the DPT Acquisition, the per share exercise price of the Assumed Options was amended to $4.91, the exercise price of options to purchase DPT Common Stock under the DPT Omnibus Stock Option Plan on December 22, 1999 divided by the exchange ratio set forth in the Agreement and Plan of Reorganization for the DPT Acquisition. 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 29, 1999. (b) Quarterly reports on Form 10-Q/A relating to the quarters ending June 30, 1998, September 30, 1998 and December 31, 1998 filed on July 7, 1999. Quarterly Reports on Form 10-Q relating to the quarters ending June 30, 1999 and September 30, 1999 filed on August 12, 1999 and November 8, 1999, respectively. Current Report on Form 8-K filed on January 6, 2000. (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. 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 -1- 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) 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: -2- (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 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 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- 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 Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on the 21st day of January, 2000. ADAPTEC, INC. By: /s/ Robert N. Stephens ----------------------------------- Robert N. Stephens PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR -4- POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert N. Stephens and Andrew J. Brown, 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/ Robert N. Stephens - -------------------------------- Robert N. Stephens President, Chief Executive Officer and Director January 19, 2000 /s/ Andrew J. Brown - -------------------------------- Vice President, Chief Financial Officer and Andrew J. Brown Assistant Secretary (Principal Financial Officer) January 19, 2000 /s/ Kenneth B. Arola - -------------------------------- Vice President and Corporate Controller Kenneth B. Arola (Principal Accounting Officer) January 19, 2000 /s/ John G. Adler - -------------------------------- John G. Adler Director January 19, 2000 /s/ Laurence B. Boucher - -------------------------------- Laurence B. Boucher Chairman of the Board and Director January 19, 2000 /s/ Carl J. Conti - -------------------------------- Carl J. Conti Director January 19, 2000 - -------------------------------- John East Director January 19, 2000 - -------------------------------- Ilene H. Lang Director January 19, 2000 /s/ Robert J. Loarie - -------------------------------- Robert J. Loarie Director January 19, 2000 /s/ B.J. Moore - -------------------------------- B.J. Moore Director January 19, 2000 /s/ W. Ferrell Sanders - -------------------------------- W. Ferrell Sanders Director January 19, 2000 /s/ Phillip E. White - -------------------------------- Phillip E. White Director January 19, 2000
-5- INDEX TO EXHIBITS
EXHIBIT NUMBER PAGE 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). ------------------------------- (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.
-6- EX-5.1 2 EXHIBIT 5.1 Exhibit 5.1 January 28, 2000 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 January 28, 2000 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 1,130,525 shares of the Company's Common Stock (the "Shares") subject to options currently issued and outstanding under the Distributed Processing Technology Corp. Omnibus Stock Plan (the "Stock Plan"). 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 Stock 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 Stock 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, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati, P.C. ------------------------------------------- -7- EX-23.1 3 EXHIBIT 23.1 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 28, 1999 relating to the financial statements of Adaptec, Inc., which appears in Adaptec, Inc.'s Annual Report on Form 10-K for the year ended March 31, 1999. /s/ PricewaterhouseCoopers LLP - -------------------------------- San Jose, California January 27, 2000 -8- -----END PRIVACY-ENHANCED MESSAGE-----