-----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, CLzHHYKS9hQ/ZVasxoaXrvC/OU9cn7RnOTMbNpKf5wN5EzujZ6iM1RP87z6M7Tbf DNecO/CFl8Uoh1BbTlSj2g== /in/edgar/work/20000727/0000912057-00-033424/0000912057-00-033424.txt : 20000921 0000912057-00-033424.hdr.sgml : 20000921 ACCESSION NUMBER: 0000912057-00-033424 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 20000727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAPTEC INC CENTRAL INDEX KEY: 0000709804 STANDARD INDUSTRIAL CLASSIFICATION: [3576 ] IRS NUMBER: 942748530 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-15071 FILM NUMBER: 680101 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 10-K/A 1 a10-ka.txt 10-K/A ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 ON FORM 10-K/A (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE FISCAL YEAR ENDED MARCH 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE TRANSITION PERIOD FROM _____________ TO _____________ . COMMISSION FILE NUMBER 000-15071 ADAPTEC, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 94-2748530 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 691 S. MILPITAS BLVD. MILPITAS, CALIFORNIA 95035 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 945-8600 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 COMMON SHARE PURCHASE RIGHTS (TITLE OF CLASS) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X] Based on the closing sale price of the Common Stock on the Nasdaq National Market System on June 2, 1999, the aggregate market value of the voting stock held by non-affiliates of the Registrant was $2,486,811,915. Shares of Common Stock held by each officer and director and by each person known by the Company to own 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares outstanding of Registrant's Common Stock, $.001 par value, was 104,447,315 at June 2, 1999. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates information by reference from the definitive proxy statement for the Annual Meeting of Shareholders to be held on September 9, 1999. ================================================================================ PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (3) Exhibits included herein (numbered in accordance with Item 601 of Regulation S-K):
EXHIBIT NUMBER DESCRIPTION NOTES - ---------------- --------------------------------------------------------------------------------------------------- ---------- 2.1 Agreement for Purchase and Sale of Stock by and among Western Digital Corporation, Western (3) Digital CSG Corporation, and Adaptec, Inc. dated April 9, 1996. 2.2 Agreement and Plan of Reorganization by and among Adaptec, Inc., Adaptec Acquisition Corporation, (4) and Data Kinesis, Inc. dated August 6, 1996. 2.3 Asset Acquisition Agreement by and among Adaptec, Inc. and Analog Devices, Inc. dated March 24, (16) 1998 2.4 Agreement and Plan of Reorganization by and among Adaptec, Inc., Ridge Technologies and RDS (16) Acquisition (as of May 21, 1998). 2.5 Agreement and Plan of Merger dated February 23, 1998 between Registrant and Adaptec, Inc., a (16) California corporation. 2.6 Asset Purchase Agreement between Texas Instruments, Incorporated and Adaptec, Inc. dated (14) November 6, 1998. 2.7 Asset Acquisition Agreement among Adaptec, Inc., Adaptec Mfg.(s) Pte. Ltd. and (14) STMicroelectronics, Inc. dated January 15, 1999. 2.8 Amendment No. 1 to Asset Acquisition Agreement among Adaptec, Inc., Adaptec Mfg. (s) Pte. Ltd. (14) and STMicroelectronics, Inc. dated January 15, 1999. 3.1 Certificate of Incorporation of Registrant filed with Delaware Secretary of State on November 19, (16) 1997. 3.2 Bylaws of Registrant, as amended on June 29, 1999. (17) 4.1 Second Amended and Restated Rights Agreement dated December 5, 1996 between Registrant and Chase (8) Mellon Shareholder Services, Inc. as Rights Agents. 4.2 First Amendment dated March 12, 1998 to Second Amended and Restated Rights Agreement. (16) 4.3 Indenture dated as of February 3, 1997 between Registrant and State Street Bank and Trust Company. (1) 4.4 First Supplemental indenture dated as of March 12, 1998 between Registrant and State Street Bank (16) and Trust Company. 10.1+ Registrant's 1986 Employee Stock Purchase Plan. (6) 10.2 Technology License Agreement dated January 1, 1985 between the Registrant and International (10) Business Machines Corporation. 10.3+ Registrant's Savings and Retirement Plan. (9) 10.4+ 1990 Stock Plan, as amended. (12) 10.5+ Forms of Stock Option Agreement, Tandem Stock Option/SAR Agreement, Restricted Stock Purchase (7) Agreement, Stock Appreciation Rights Agreement, and Incentive Stock Rights Agreement for use in connection with the 1990 Stock Plan, as amended. 10.6+ 1990 Directors' Option Plan and forms of Stock Option Agreement, as amended. (17) -2- 10.7 Option Agreement I between Adaptec Manufacturing (s) Pte. Ltd. and Taiwan Semiconductor (2) Manufacturing Co., Ltd. dated October 23, 1995. 10.8* Option Agreement II between Adaptec Manufacturing (s) Pte. Ltd. and Taiwan Semiconductor (2) Manufacturing Co., Ltd. dated October 23, 1995. 10.9 Consignment Agreement between Adaptec, Inc. and AT&T Corp. dated January 10, 1996. (2) 10.10 Form of Indemnification Agreement entered into with directors and officers of Adaptec, Inc., a (11) California corporation, prior to Registrant's reincorporation into Delaware. 10.11 Form of Indemnification Agreement entered into between Registrant and its officers and directors. (16) 10.12 Deposit and Supply Agreement between Taiwan Semiconductor Manufacturing Co., Ltd. and Adaptec (6) Manufacturing Pte. Ltd. 10.13 Industrial Lease Agreement between the Registrant, as Lessee, and Jurong Town Corporation, as (5) Lessor. 10.14 Amendment No. 1 to Option Agreement III between Adaptec Manufacturing (s) Pte. Ltd. and Taiwan (13) Semiconductor Manufacturing Co. Ltd. 10.15 Termination of Option III agreement between Adaptec Manufacturing (s) Pte. Ltd. and Taiwan (15) Semiconductor Manufacturing Co. Ltd. 10.16** Amendment to Option Agreements I & II between Taiwan Semiconductor Manufacturing Co., Ltd. and Adaptec, Manufacturing (s) Pte. Ltd. 10.17 Modification to Amendment to Option Agreements I & II between Taiwan Semiconductor Manufacturing (17) Co., Ltd. and Adaptec, Manufacturing (s) Pte. Ltd. 21.1 Subsidiaries of Registrant. (17) 23.1 Consent of Independent Accountants, PricewaterhouseCoopers LLP. (See Page 34) (17) 24.1 Power of Attorney. (See Page 36) (17) 27.1 Financial Data Schedule for the year ended March 31, 1999. (17) 27.2 Financial Data Schedule for the year ended March 31, 1998. (17) 27.3 Financial Data Schedule for the year ended March 31, 1997. (17)
- --------------------------- (1) Incorporated by reference to exhibits filed with Registrant's Registration Statement Number 333-24557 on Form S-1 on April 4, 1997. (2) Incorporated by reference to exhibits filed with Registrant's Annual Report on Form 10-K for the year ended March 31, 1996. (3) Incorporated by reference to exhibits filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended June 28, 1996. (4) Incorporated by reference to exhibits filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended September 27, 1996. (5) Incorporated by reference to exhibits filed with Registrant's Annual Report on Form 10-K for the year ended March 31, 1995. (6) Incorporated by reference to exhibits filed with Registrant's Annual Report on Form 10-K for the year ended March 31, 1994. (7) Incorporated by reference to exhibits filed with Registrant's Annual Report on Form 10-K for the year ended March 31, 1993. -3- (8) Incorporated by reference to Exhibit 1 filed with Amendment No. 4 to Registrant's Registration Statement Number 0-15071 on Form 8-A as filed on January 4, 1997. (9) Incorporated by reference to exhibits filed with Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1987. (10) Incorporated by reference to Exhibit 10.15 filed in response to Item 16(a) "Exhibits," of Registrant's Registration Statement on Form S-1 and Amendment No. 1 and Amendment No. 2 thereto (file No. 33-5519), which became effective on June 11, 1986. (11) Incorporated by reference to exhibits filed with Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1992. (12) Incorporated by reference to Exhibit 4.2 to Form 10-Q as filed February 7, 1996. (13) Incorporated by reference to Exhibit 10.1 to Form 10-Q as filed August 7, 1998. (14) Incorporated by reference to Exhibits 2.1, 2.2, 2.3, respectively, to Form 8-K as filed January 29, 1999. (15) Incorporated by reference to Exhibit 10.1 to Form 10-Q as filed February 12, 1999. (16) Incorporated by reference to exhibits filed with the Registrant's Annual Report on Form 10-K for the year ended March 31, 1998. (17) Previously Filed. + Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 14(c) of said form. * Confidential treatment has been granted for portions of this agreement. ** Confidential treatment has been requested for portions of this agreement. -4- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. ADAPTEC, INC. Date: July 27, 2000 /s/ Andrew J. Brown ------------------------------------- Andrew J. Brown Vice President of Finance Chief Financial Officer -5- POWER OF ATTORNEY Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE \s\ Robert N. Stephens* Chief Executive Officer July 27, 2000 - -------------------------------------------------- (Robert N. Stephens) \s\ Andrew J. Brown Vice President of Finance, July 27, 2000 - -------------------------------------------------- Chief Financial Officer and (Andrew J. Brown) \s\ Kenneth B. Arola* Vice President, Corporate Controller and July 27, 2000 - -------------------------------------------------- Principal Accounting Officer (Kenneth B. Arola) \s\ Laurence B. Boucher* Chairman July 27, 2000 - -------------------------------------------------- (Laurence B. Boucher) \s\ John G. Adler* Director July 27, 2000 - -------------------------------------------------- (John G. Adler) \s\ Carl J. Conti* Director July 27, 2000 - -------------------------------------------------- (Carl J. Conti) \s\ John C. East* Director July 27, 2000 - -------------------------------------------------- (John C. East) \s\ Ilene H. Lang* Director July 27, 2000 - -------------------------------------------------- (Ilene H. Lang) \s\ Robert J. Loarie* Director July 27, 2000 - -------------------------------------------------- (Robert J. Loarie) \s\ B. J. Moore* Director July 27, 2000 - -------------------------------------------------- (B. J. Moore) \s\ W. Ferrell Sanders* Director July 27, 2000 - -------------------------------------------------- (W. Ferrell Sanders) \s\ Phillip E. White* Director July 27, 2000 - -------------------------------------------------- (Phillip E. White) *by: /s/ Andrew J. Brown - -------------------------------------------------- Andrew J. Brown, Attorney-in-fact
-6- EX-10.16 2 ex-10_16.txt EXHIBIT 10.16 EXHIBIT 10.16 AMENDMENT TO OPTION AGREEMENTS I & II BETWEEN ADAPTEC, INC. AND TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD. JANUARY 1, 1999 * Portions of this document have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment AMENDMENT --------- THIS AMENDMENT is made and becomes effective as of January 1, 1999 (the "Effective Date") by Taiwan Semiconductor Manufacturing Co., Ltd. ("TSMC", a company organized under the laws of the Republic of China with its registered address at No. 121, Park Ave. 3, Science Based Industrial Park, Hsinchu, Taiwan, and Adaptec, Manufacturing (s) Pts. Ltd., a company organized under the laws of Singapore with its registered address at 6 Battery Road, 532-00, Singapore, 049909. ("Customer"). RECITALS WHEREAS, TSMC currently supplies Customers with wafers and Customer wishes to maintain TSMC's guarantee to continue to supply the wafers; WHEREAS, Parties wish to amend the terms of the Option Agreements I and II as set forth herein; AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows: 1. DEFINITIONS (a) All definitions under Option Agreements I and II remain the same excepted where stated herein. (b) "Wafer Equivalent" used in this Amendment shall mean the number of six-inch wafers based on the equivalency factor for 1998 Bass Capacity. For details of the equivalency factor, please refer to Exhibit A, which will be amended from time to time. Any and all capacity commitments referred to in this Amendment shall be measured in wafer Equivalent. 2. VOLUME COMMITMENT All terms and conditions pertaining to this section remain the same as set forth in Option Agreements I and II except where stated herein. The new volume commitment is listed in Exhibit B. 2 3. WAFER PRICE All terms and conditions pertaining to this section remain the same as set forth in Option Agreements I and II except where stated herein. TSMC agrees to refund to the Customer in the amount of USD 5,414,080.00 for the overpayment in the calendar year 1998 based on the Option Agreements I and II for the calendar year 1998. TSMC shall distribute the refund in four (4) equal installments to the Customer on January 31, 1999, April 30, 1999, July 31, 1999, and October 31, 1999 respectively. 4. OTHER PURCHASE TERMS AND CONDITIONS All terms and conditions pertaining to this section remain the same as set forth in Option Agreements I and II and Amendment No. 2 to the Foundry Agreement effective as of 21st April, 1997. 5. OBLIGATION TO PAY OPTION FEE FOR OPTION CAPACITY All terms and conditions pertaining to this section remain the same as set forth in Option Agreement II except the amount for the Option Fee shall be $33.6M. 6. FAILURE TO PURCHASE THE OPTION CAPACITY; FIRST RIGHT OF REFUSAL All terms and conditions pertaining to this section remain the same as set forth in Option Agreements I and II. 7. TERM AND TERMINATION All terms and conditions pertaining to this section remain the same as set forth in Option Agreements I and II except that the expiration of this Amendment shall be December 31, 2002. 8. BOARD APPROVAL Customer shall obtain the approval by its board of director of this Amendment, and submit to TSMC, at the time of executing this Amendment, an authentic copy of its board resolution authorizing the representative designated below to execute this Amendment. 3 9. LIMITATION OF LIABILITY All terms and conditions pertaining to this section remain the same as set forth in Option Agreements I and II. 10. NOTICE All terms and conditions pertaining to this section remain the same as set forth in Option Agreements I and II. 11. ENTIRE AGREEMENT This Amendment together with the Option Agreements I and II, including Exhibits A-D attached hereto, constitute the entire Agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings, agreements, dealings and negotiations, oral or written, regarding the subject matter hereof. No modification, alteration or amendment of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach or failure by either party to enforce any provision of this Agreement shall be deemed a waiver of any other or subsequent breach, or a waiver of future enforcement of that or any other provision. 12. GOVERNING LAW This Agreement will be governed by and interpreted in accordance with the laws of the State of California. 13. ARBITRATION All terms and conditions pertaining to this section remain the same as set forth in Option Agreements I and II. 14. ASSIGNMENT All terms and conditions pertaining to this section remain the same as set forth in Option Agreements I and II. 4 15. CONFIDENTIALITY All terms and conditions pertaining to this section remain the same as set forth in Option Agreement I and II. 16. FORCE MAJEURE All terms and conditions pertaining to this section remain the same as set forth in Option Agreements I and II. IN WITNESS WHEREOF, the parties, have executed this Agreement as of the date first stated above. TAIWAN SEMICONDUCTOR ADAPTEC MANUFACTURING(S) MANUFACTURING CO., LTD. Ptd. Ltd. By: [Signature illegible] By: /s/ Sam Kazarian --------------------------------- -------------------------------- Name: [Signature illegible] Sam Kazarian ------------------------------- -------------------------------- Title: Sr. V.P. of TSM Ltd. Director and Attorney-In-Fact ------------------------------ -------------------------------- 5 EXHIBIT A CAPACITY FACTOR TABLE
- ----------------------------------------------------------------------------------------- MASKING LAYERS(A) (W/O ESD OR W-PLUG COMPLEXITY CAPACITY GENERIC TECHNOLOGY POLYLMIDE) LAYERS(B) INDEX(C) FACTOR(D) - ----------------------------------------------------------------------------------------- 1.5um SPDM (BICMOS) * * * 1.2um SPDM (Logic) * * * 1.0um SPDM (Logic) * * * 1.0um DPDM (BICMOS) * * * 0.8um SPDM (Logic) * * * 0.8um DPDM (MixMode) * * * 0.8um SPTM (Logic Salicide) * * * 0.8um DPDM (BICMOS) * * * 0.6um SPDM (Logic) * * * * 0.6um SPTM (Logic) * * * * 0.6um DPDM (Mix Mode) * * * * 0.6um DPDM (SRAM) * * * 0.6um TPSM (DRAM) * * * * 0.6um QPDM (DRAM) * * * * 0.5um SPDM (Logic) * * * * 0.5um SPTM (Logic SACVD) * * * * 0.5um SPTM (Logic-CMP) * * * * 0.5um DPDM (SRAM) * * * * 0.5um QPDM (DRAM) * * * * 0.35um SPTM (Logic-CMP) * * * * - -----------------------------------------------------------------------------------------
Remarks: (1) Masking Layer of w/f ESD (or Polylmide) = Masking Layer of w/o ESD (or Polylmide) + 1 (2) Masking Layer of Mixed-Mode(DP) = Masking Layer of Logic(EP) + 1 (3) Completely Index (C) = (A) + (B)/2 (4) Capacity Factor (D) = (C)/13, normalized to 0.8um SPDM as 1 Date of issue: 6/9/95 NOTE: This table shall be amended from time to time to reflect the update of the technology. * Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 6 EXHIBIT B CUSTOMER/TSMC COMMITTED CAPACITY UNIT: K 6" WAVER EQUIVALENT ---------------------------
1999 2000 2001 2002 ---- ---- ---- ---- Base Capacity (For Options) [*] [*] [*] [*] X% of Base Capacity [*] [*] [*] [*] Option [*] [*] [*] [*] TSMC Committed Capacity (Base Capacity + Option Capacity) [*] [*] [*] [*] Customer Committed Capacity (X% Base Capacity + Option Capacity) [*] [*] [*] [*] Option Capacity [*] wafers x [*] per wafer = U.S. $33.6M Remaining from Deposits for Options I and II: U.S. $33.6M
* Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 7 EXHIBIT C INTENTIONALLY LEFT BLANK 8 EXHIBIT D OPTION FEE
Option Capacity (Unit: Wafer Option Fee Year Equivalent) (Unit: US$) Due Date - ---- --------------- ----------- -------- 1999 [*] $ 8.4M Paid 2000 [*] $ 8.4M Paid 2001 [*] $ 8.4M Paid 2002 [*] $ 8.4M Paid
[*] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 9 -----END PRIVACY-ENHANCED MESSAGE-----