-----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, WFWANcT9/bPiz8LPZDPCgnxj0q1jax60POR+Gz2JLSggwwPvGAY5sw8UGLX+5Frv f7F8sLwW0TATKx0pJ4Qr3A== 0000912057-01-524712.txt : 20010724 0000912057-01-524712.hdr.sgml : 20010724 ACCESSION NUMBER: 0000912057-01-524712 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010702 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010723 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: 8-K SEC ACT: SEC FILE NUMBER: 000-15071 FILM NUMBER: 1685993 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 8-K 1 a2054734z8-k.htm 8-K Prepared by MERRILL CORPORATION
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported)      July 2, 2001

ADAPTEC, INC.
(Exact name of registrant as specified in its charter)

Delaware   000-15071   94-2748530
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer Identification No.)

691 S. Milpitas Boulevard
Milpitas, California 95035
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code:      (408) 945-8600

Not Applicable

(Former name or former address, if changed since last report)



Item 5. Other Events

    On July 2, 2001, Adaptec, Inc., Pinehurst Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Adaptec, and Platys Communications, Inc., a California corporation, entered into an Agreement and Plan of Merger and Reorganization (the "Agreement"). Subject to the terms and conditions of the Agreement, Platys Communications will be merged with and into Pinehurst Acquisition in a forward triangular merger, with Pinehurst Acquisition to be the surviving corporation. The corporation surviving the merger will be named "Platys Communications, Inc." This merger is intended to qualify as a tax-free reorganization and will be accounted for under the purchase method of accounting.

    Adaptec's acquisition of Platys Communications involves a stock and cash transaction of approximately $150 million in value, and, subject to the satisfaction and/or waiver of various conditions set forth in the Agreement, the acquisition is expected to close this quarter.

    A press release announcing the signing of the Agreement is attached as an exhibit to this report.


Item 7. Financial Statements and Exhibits.

    (c)
    Exhibits

          Press Release of July 2, 2001 regarding the acquisition of Platys Communications, Inc.



SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Dated: July 23, 2001

    ADAPTEC, INC.

 

 

By:

 

/s/ Kenneth B. Arola

Kenneth B. Arola
Vice President and Corporate Controller
(principal accounting officer)


INDEX TO EXHIBIT


Exhibit
Number


 

Description

99.1   Press Release of July 2, 2001 regarding the acquisition of Platys Communications, Inc.



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INDEX TO EXHIBIT
EX-99.1 2 a2054734zex-99_1.htm EXHIBIT 99.1 Prepared by MERRILL CORPORATION
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EXHIBIT 99.1


Adaptec Extends Leadership Position in iSCSI With Acquisition of Platys Communications

    Time to Market Advantage in iSCSI Acceleration Technology

    Delivers IP Storage Connectivity Products for Fast-Growing SAN, NAS and Storage Switch Markets

MILPITAS, Calif., July 2, 2001—Adaptec, Inc. (NASDAQ:ADPT), the leader in IP Storage connectivity, today announced the acquisition of Platys Communications, Inc. of Santa Clara, Calif. The acquisition accelerates Adaptec's ability to provide IP Storage connectivity for three key high-growth IP Storage markets, namely: SAN (iSCSI end-to-end connectivity); Switches (Fibre Channel extension and routing); and NAS (iSCSI and TCP/IP connectivity).

Platys, founded in 1997, develops and markets advanced storage networking products, including highly differentiated iSCSI ASICs, scalable to 10Gbit. Adaptec has led the market in providing iSCSI interoperability, with software expertise in both host and target side devices.

"Platys Communications has extremely impressive products, technology and people. They bring a unique combination of ASIC strengths in storage routing and iSCSI acceleration that complements the interoperability testing expertise Adaptec has been providing to early adopters of iSCSI," said Bob Stephens, president and CEO of Adaptec. "It's an exciting new development to be able to offer Adaptec customers Platys-based silicon that is scalable to 10Gbit, which we believe is well ahead of the competition. We plan to inject this technology quickly into our OEM customer base and into our RAID products."

"Platys Communications was early in defining how to solve the performance and scalability issues that have been at the forefront of iSCSI adoption, and because of this, strategic interest in our company has been intense for some time," said Ram Jayam, CEO and founder of Platys. "This choice was clear. The team at Adaptec shares our vision, our sense of urgency, and most importantly, our passion for winning. Adaptec has the storage expertise, customer relationships and global infrastructure to capture a significant share of the IP Storage connectivity market."

Adaptec's acquisition of Platys Communications involves a stock and cash transaction of approximately $150 million in value, and is expected to close this quarter.


Safe Harbor Statement

    This press release contains forward-looking statements regarding future events or the future performance of Adaptec including statements regarding the development and performance of future products, the company's ability to introduce products before its competitors, and market acceptance of and demand for the company's products. Actual events could, of course, differ materially as a result of many factors including the timing of product introductions by Adaptec and it's competitors, the degree of market acceptance of Adaptec's products, the impact of component shortages on Adaptec's customers, changes in industry standards, changes in Adaptec's product mix, rapid or unexpected changes in customer requirements, purchasing decisions by key customers, competitive pricing pressures, overall conditions in the high-performance PC, server and software markets, and general economic conditions. For more complete discussion of these and other factors, please refer to the section titled "Certain Factors Bearing Risks on Future Operating Results" in Part 1 of the company's annual report on form 10-K for the year ended March 31, 2001.


About Adaptec

    Adaptec Inc. (NASDAQ:ADPT) provides broad-markets with intelligent, highly available storage access solutions that reliably move, manage and protect critical data and digital content. Adaptec's storage solutions are found in high-performance networks, servers, workstations and desktops from the world's leading manufacturers, and are sold through OEMs and distribution channels to ISPs,


enterprises, medium and small businesses and consumers. Adaptec is an S&P 600 SmallCap index member. More information is available at www.adaptec.com.

editorial contact   investor contact

Ed Rebello

 

David A. Young
Adaptec, Inc.   Adaptec, Inc.
t: 408.957.7861   t: 408.957.6773
e: ed_rebello@adaptec.com   e: dyoung@adaptec.com



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