-----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, Itzq+i7HVwpXxCznu3rmq2rjp2aI380PqNweYUSLTJ2nukvrx0h8/k1wlXfaIqoC AaPheD5GB6wPBiUsXzmzuA== 0000912057-99-008343.txt : 19991207 0000912057-99-008343.hdr.sgml : 19991207 ACCESSION NUMBER: 0000912057-99-008343 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991206 EFFECTIVENESS DATE: 19991206 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 POS SEC ACT: SEC FILE NUMBER: 333-77321 FILM NUMBER: 99769194 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 POS 1 FORM S-8 The Index to Exhibits is on Page 4 of this document. As filed with the Securities and Exchange Commission on December 6, 1999 Registration No. 333-77321 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO 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 No.) 691 South Milpitas Boulevard Milpitas, California 95035 (Address of principal executive offices) ADAPTEC, INC. 1999 STOCK PLAN (Full title of the Plan) ROBERT N. STEPHENS President and Chief Executive Officer ADAPTEC, INC. 691 South 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 ===============================================================================
PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OFFERING AGGREGATE AMOUNT OF TITLE OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION BE REGISTERED REGISTERED (1) PER SHARE PRICE FEE - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock $.001 par value, to be issued under the Adaptec, Inc. 1999 Stock Plan (previously registered)..... 4,490,166 shares $ 23.625(2) $ 106,080,171 $ 29,490(3) - ----------------------------------------------------------------------------------------------------------------------------------
(1) For the sole purpose of calculating the registration fee, the number of shares to be registered under this Registration Statement is the sum of the number of shares previously registered for issuance under the Adaptec, Inc. 1990 Stock Plan which are now issuable under the Adaptec, Inc. 1999 Stock Plan. (2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act") solely for the purpose of calculating the registration fee. Computation based upon the average of the high and low prices of the Registrant's Common Stock as reported on The Nasdaq National Market on April 27, 1999 because the price at which options to be granted in the future may be exercised is not currently determinable. (3) Previously paid. =============================================================================== EXPLANATORY NOTE Adaptec, Inc. (the "Company") previously registered on this Registration Statement 4,490,166 shares of its Common Stock for issuance under its 1990 Stock Plan. On September 9, the Stockholders (the "Stockholders") of Adaptec, Inc. approved the Company's 1999 Stock Plan and authorized for issuance thereunder (a) 1,000,000 shares of Common Stock plus (b) any shares of Common Stock reserved but ungranted under the Company's 1990 Stock Plan as of the date of Stockholder approval of the 1999 Stock Plan plus (c) any shares of returned to the 1990 Stock Plan after the date of Stockholder approval of the 1999 Stock Plan as a result of termination of options under the 1990 Stock Plan. Upon Stockholder approval of the 1999 Stock Plan, the 1990 Stock Plan was terminated with respect to new option grants. This Post-Effective Amendment No. 1 amends the Registration Statement to register 4,490,166 shares of Common Stock for issuance under the 1999 Plan rather than under the 1990 Stock Plan. These 4,490,166 shares represent a portion of the reserved but ungranted shares of Common Stock under the 1990 Stock Plan which the Stockholders approved for issuance under the 1999 Stock Plan. PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The information contained in Registrant's Registration Statement on Form S-8 (SEC File No. 333-58183) as filed with the Securities and Exchange Commission on June 30, 1998 is hereby incorporated by reference.
ITEM 8. EXHIBITS 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 3).
-1- 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on the 1st day of December, 1999. ADAPTEC, INC. By: /s/ Robert N. Stephens -------------------------------- Robert N. Stephens PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR -2- 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 President, Chief Executive Officer and Director December 1, 1999 - -------------------------- Robert N. Stephens /s/ ANDREW J. BROWN Vice President, Chief Financial Officer and December 1, 1999 - -------------------------- Assistant Secretary (Principal Financial Officer) Andrew J. Brown /s/ KENNETH B. AROLA Vice President and Corporate Controller December 1, 1999 - -------------------------- (Principal Accounting Officer) Kenneth B. Arola /s/ JOHN G. ADLER* Director December 1, 1999 - -------------------------- John G. Adler /s/ LAURENCE B. BOUCHER* Chairman of the Board and Director December 1, 1999 - -------------------------- Laurence B. Boucher /s/ CARL J. CONTI* Director December 1, 1999 - -------------------------- Carl J. Conti /s/ JOHN EAST* Director December 1, 1999 - -------------------------- John East /s/ ILENE H. LANG* Director December 1, 1999 - -------------------------- Ilene H. Lang /s/ ROBERT J. LOARIE* Director December 1, 1999 - -------------------------- Robert J. Loarie /s/ B.J. MOORE* Director December 1, 1999 - -------------------------- B.J. Moore /s/ W. FERRELL SANDERS* Director December 1, 1999 - -------------------------- W. Ferrell Sanders /s/ PHILLIP E. WHITE* Director December 1, 1999 - -------------------------- Phillip E. White * by: /s/ ROBERT N. STEPHENS December 1, 1999 --------------------- Robert N. Stephens Attorney-in-Fact
-3- INDEX TO EXHIBITS
Exhibit Number Page No. --------- ----------- 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 3).
-4- EX-5.1 2 EXHIBIT 5.1 Exhibit 5.1 December 3, 1999 Adaptec, Inc. 691 South Milpitas Boulevard Milpitas, California 95035 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Post-Effective Amendment No. 1 to 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 around December 3, 1999 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 4,490,166 shares of the Company's Common Stock (the "Shares") reserved for issuance under the Company's 1999 Stock Plan (the "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 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 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 [HPM] -5- EX-23.1 3 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to 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 December 1, 1999 -----END PRIVACY-ENHANCED MESSAGE-----