-----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, HB+fDskEp2aZzb3/jqHvd6ViOB9myQpwQaSC1OYYos9bm9Trjxd7DxH5hX6Fj9IG hO8vUQIhS5I73IpJmCVM1A== 0000912057-01-517648.txt : 20010528 0000912057-01-517648.hdr.sgml : 20010528 ACCESSION NUMBER: 0000912057-01-517648 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010525 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-38119 FILM NUMBER: 1648402 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 FILED BY: 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: SC TO-I/A 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 SC TO-I/A 1 a2050605zscto-ia.txt SC TO-I/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO AMENDMENT NO. 1 (RULE 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934. ADAPTEC, INC. (Name of Subject Company (Issuer) and Name of Filing Person (Offeror)) OPTIONS UNDER CERTAIN ADAPTEC, INC. OPTION PLANS TO PURCHASE COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 00651F108 (CUSIP Number of Class of Securities) DAVID A. YOUNG VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER ADAPTEC, INC. 691 S. MILPITAS BLVD. MILPITAS, CALIFORNIA 95035 (408) 945-8600 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) COPY TO: DENNIS R. DEBROECK, ESQ. DANIEL WINNIKE, ESQ. SCOTT J. LEICHTNER, ESQ. Fenwick & West, LLP Two Palo Alto Square Palo Alto, California 94306 CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE $29,888,486* $5,978**
* Calculated solely for the purpose of determining the amount of filing fee. This amount assumes that options to purchase 9,037,000 shares of common stock of Adaptec, Inc. having an aggregate value of $29,888,486 as of May 21, 2001 will be cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option-pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the transaction valuation. ** Previously paid. / / Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not Applicable. Form or Registration No.: Not Applicable. Filing Party: Not Applicable. Date Filed: Not Applicable.
/ / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: / / third-party tender offer subject to Rule 14d-1. /X/ issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e-3. / / amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing fee is a final amendment reporting the results of the tender offer: / / - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed by Adaptec, Inc. (the "Company") with the Securities and Exchange Commission on May 22, 2001 (the "Schedule TO") relating to an offer by the Company to its employees to exchange all outstanding options having an exercise price greater than $15.00 per share granted under the Adaptec, Inc. 1990 Stock Plan, the Adaptec, Inc. 1999 Stock Plan (the "1999 Plan") and the Adaptec, Inc. 2000 Nonstatutory Stock Option Plan (the "2000 Plan"), to purchase shares of the Company's common stock, par value $0.001 per share, for new nonqualified stock options. Employees that elect to exchange outstanding options having an exercise price greater than $15.00 per share must also exchange all stock options granted on or after December 22, 2000, even if those options have an exercise price of $15.00 or less. The new options will be issued under the 1999 Plan or the 2000 Plan upon the terms and conditions described in the Offer to Exchange, previously filed as Exhibit (a)(1), and related letter of transmittal, previously filed as Exhibit (a)(2), to the Schedule TO. ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended and restated as follows so as to add Exhibit (a)(8) attached hereto: (a) (1) Offer to Exchange, dated May 22, 2001.* (2) Form of Letter of Transmittal.* (3) Transcript of announcement made to employees on May 17, 2001.* (4) Form of Letter to Eligible Option Holders.* (5) The Company's annual report on Form 10-K for its fiscal year ended March 31, 2000, filed with the Securities and Exchange Commission on June 27, 2000 (incorporated herein by reference). (6) Those portions of the Company's annual report into stockholders for its fiscal year ended March 31, 2000 incorporated by reference to the Company's annual report on Form 10-K for its fiscal year ended March 31, 2000 (incorporated herein by reference). (7) The Company's quarterly report on Form 10-Q for its fiscal quarter ended December 31, 2000, filed with the Securities and Exchange Commission on January 26, 2001 (incorporated herein by reference). (8) Transcript of email sent to employees on May 25, 2001. (b) Not applicable. (d) (1) The Company's 1990 Stock Plan, as amended.* (2) The Company's 1999 Stock Plan, as amended.* (3) The Company's 2000 Nonstatutory Stock Option Plan, as amended.* (g) Not applicable. (h) Not applicable.
- ------------------------ * Previously filed. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule TO is true, complete and correct. Date: May 25, 2001 ADAPTEC, INC. By: /s/ ROBERT N. STEPHENS ------------------------------------------ Name: Robert N. Stephens Title: PRESIDENT AND CHIEF EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER)
3 INDEX TO EXHIBITS
EXHIBIT NUMBER -------- (a) (8) Transcript of email sent to employees on May 25, 2001.
4 EX-99.(A)(8) 2 a2050605zex-99_a8.txt EXHIBIT 99.(A)(8) EXHIBIT (a)(8) [TRANSCRIPT OF EMAIL TO ADAPTEC EMPLOYEES ON MAY 25, 2001] Last week, Bob Stephens announced the NEW GRANT PROGRAM, an exciting opportunity for all Adaptec employees who currently hold "underwater" stock options. In his message he promised to deliver further details this week. As promised, a New Grant Program packet was mailed to you on Wednesday, May 23, 2001. This packet includes the formal "Offer to Exchange." If you have not received this information by Friday, June 1, 2001, please contact Stock Administration as soon as possible. For your immediate reference, the "Offer to Exchange" has been posted to the Adaptec Intranet. It includes a series of questions and answers to help you understand the program. To access the"Offer to Exchange" on the Adaptec intranet, please click on the link below. http://www.corp.adaptec.com/sites/admin/stock/pages/options/1861t05.pdf In addition, Adaptec will be hosting a series of communication meetings on WEDNESDAY, MAY 30, 2001 hosted from the Monaco Conference Room in Milpitas as follows (note times represent Pacific Daylight Time): 8:30 - 9:30 am: Milpitas employees A - L (Europe, Nashua, Orlando) 1:00 - 2:00 pm: Milpitas employees M - Z (Longmont, Redmond) 5:00 - 6:00 pm: open to all Milpitas employees (Singapore, Hong Kong, Japan) PLEASE MARK YOUR CALENDARS. The communication meetings will present an overview of the New Grant Program and answer any questions you might have. It is HIGHLY RECOMMENDED that you take a few minutes to read through the question & answer section of the "Offer to Exchange" (pages 1-9) before attending the communication meetings. -----END PRIVACY-ENHANCED MESSAGE-----