SC TO-I/A 1 a2050605zscto-ia.txt SC TO-I/A -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO AMENDMENT NO. 4 (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: /X/ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- This Amendment No. 4 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, as amended (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 amended and restated Offer to Exchange, previously filed as Exhibit (a)(9), and related letter of transmittal, previously filed as Exhibit (a)(2) to the Schedule TO. This Amendment No. 4 is the final amendment to the Schedule TO. ITEM 4. TERMS OF THE TRANSACTION Item 4 of the Schedule TO is hereby amended to add the following information: The offer made by the Company pursuant to the Schedule TO expired at 9:00 p.m. Pacific Daylight Time on Thursday, June 21, 2001. Pursuant to the Offer to Exchange, the Company accepted for exchange options to purchase an aggregate of 7,603,724 shares of the Company's common stock, representing approximately 88% of the shares subject to options that were eligible to be exchanged under the Offer to Exchange. Subject to the terms and conditions of the Offer to Exchange, the Company will issue new options to purchase an aggregate of 7,603,724 shares of the Company's common stock to an aggregate of approximately 1,405 option holders. 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. 4 to Schedule TO is true, complete and correct. Date: June 27, 2001 ADAPTEC, INC. By: /s/ ROBERT N. STEPHENS ------------------------------------------ Name: Robert N. Stephens Title: PRESIDENT AND CHIEF EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER)
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