-----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, MReI9h8Ar9Ir/du1BtnY+oB0yIZmyBF04L5L+eDggYF+CPDmKxjnB5F1m49FOmCu WAHz4iBKstwGiHbqDq++hg== 0000921895-08-001430.txt : 20080514 0000921895-08-001430.hdr.sgml : 20080514 20080514194819 ACCESSION NUMBER: 0000921895-08-001430 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080512 FILED AS OF DATE: 20080514 DATE AS OF CHANGE: 20080514 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steel Partners II Master Fund L.P. CENTRAL INDEX KEY: 0001422280 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 08833653 BUSINESS ADDRESS: STREET 1: C/O MORGAN STANLEY FND SVCS LTD (CAYMAN) STREET 2: CRICKET SQ 2ND FL HUTCHINS DR PO BX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 BUSINESS PHONE: 212-520-2300 MAIL ADDRESS: STREET 1: C/O MORGAN STANLEY FND SVCS LTD (CAYMAN) STREET 2: CRICKET SQ 2ND FL HUTCHINS DR PO BX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II GP LLC CENTRAL INDEX KEY: 0001262861 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 08833654 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: STEEL PARTNERS LLC DATE OF NAME CHANGE: 20030908 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LICHTENSTEIN WARREN G CENTRAL INDEX KEY: 0001005784 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 08833655 BUSINESS ADDRESS: STREET 1: C/O STEEL PARTNERS L P STREET 2: 32ND FLOOR 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: C/O STEEL PARTNERS II L P STREET 2: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steel Partners LLC CENTRAL INDEX KEY: 0001422282 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 08833656 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-520-2300 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II LP CENTRAL INDEX KEY: 0000915653 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 08833657 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 4 1 ste54.xml X0202 4 2008-05-12 0 0000709804 ADAPTEC INC ADPT 0000915653 STEEL PARTNERS II LP 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001422282 Steel Partners LLC C/O STEEL PARTNERS II, L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001005784 LICHTENSTEIN WARREN G C/O STEEL PARTNERS II, L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001262861 STEEL PARTNERS II GP LLC C/O STEEL PARTNERS II, L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001422280 Steel Partners II Master Fund L.P. MORGAN STANLEY FUND SERVICES LTD CRICKET SQ FL2 BOUNDARY HALL HUTCHINS DR BOX 2681 GRAND CAYMAN KY1-1111 0 0 1 0 Common Stock, $.001 Par Value 2008-05-12 4 P 0 75000 2.8400 A 18234884 D Common Stock, $.001 Par Value 2008-05-12 4 P 0 125783 2.8187 A 18360667 D Common Stock, $.001 Par Value 2008-05-13 4 P 0 154600 2.9532 A 18515267 D Common Stock, $.001 Par Value 2008-05-13 4 P 0 27871 2.9212 A 18543138 D This Form 4 is filed jointly by Steel Partners II, L.P. ("Steel Partners II"), Steel Partners II GP LLC ("Steel GP LLC"), Steel Partners II Master Fund L.P. ("Steel Master"), Steel Partners LLC ("Partners LLC") and Warren G. Lichtenstein. Steel GP LLC, Steel Master, Partners LLC and Mr. Lichtenstein may be deemed to be 10% owners of the Issuer and Steel Partners II is a 10% owner of the Issuer. The securities reported in this Form 4 are owned directly by Steel Partners II, and owned indirectly by Steel GP LLC by virtue of it being the general partner of Steel Partners II and Steel Master, by Steel Master by virtue of it being the sole limited partner of Steel Partners II, by Partners LLC by virtue of it being the investment manager of Steel Partners II and Steel Master and by Mr. Lichtenstein by virtue of his position as the manager of Partners LLC and the managing member of Steel GP LLC. Steel GP LLC, Steel Master, Partners LLC and Mr. Lichtenstein disclaim beneficial ownership of the shares owned by Steel Partners II except to the extent of their pecuniary interest therein. By: Steel Partners II, L.P., By: Steel Partners II GP LLC, General Partner, By: /s/ Lauren Isenman, as Attorney in Fact for Warren G. Lichtenstein, Managing Member 2008-05-14 By: Steel Partners LLC, By: /s/ Lauren Isenman, as Attorney In Fact for Warren G. Lichtenstein, Manager 2008-05-14 By: /s/ Lauren Isenman, as Attorney in Fact for Warren G. Lichtenstein 2008-05-14 By: Steel Partners II GP LLC, By: /s/ Lauren Isenman, as Attorney In Fact for Warren G. Lichtenstein, Managing Member 2008-05-14 By: Steel Partners II Master Fund L.P., By: Steel Partners II GP LLC, General Partner, By: /s/ Lauren Isenman, as Attorney In Fact for Warren G. Lichtenstein, Managing Member 2008-05-14 EX-24 2 ex2401874_isehowantwol.htm POWERS OF ATTORNEY Unassociated Document
Exhibit 24.1

 
POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Lauren Isenman signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Steel Partners II, L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners II, L.P. or its affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until December 31, 2008 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of December, 2007.
 
     
STEEL PARTNERS II, L.P.
  
STEEL PARTNERS II GP LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Managing Member
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
     
STEEL PARTNERS II MASTER FUND L.P.
  
STEEL PARTNERS LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Manager
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
       
/s/ Warren G. Lichtenstein
    
Warren G. Lichtenstein
    


POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Jack L. Howard signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Steel Partners II, L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners II, L.P. or its affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until December 31, 2008 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of December, 2007.
 
     
STEEL PARTNERS II, L.P.
  
STEEL PARTNERS II GP LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Managing Member
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
     
STEEL PARTNERS II MASTER FUND L.P.
  
STEEL PARTNERS LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Manager
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
       
/s/ Warren G. Lichtenstein
    
Warren G. Lichtenstein
    


POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Sanford Antignas signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Steel Partners II, L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners II, L.P. or its affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until December 31, 2008 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of December, 2007.
 
     
STEEL PARTNERS II, L.P.
  
STEEL PARTNERS II GP LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Managing Member
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
     
STEEL PARTNERS II MASTER FUND L.P.
  
STEEL PARTNERS LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Manager
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
       
/s/ Warren G. Lichtenstein
    
Warren G. Lichtenstein
    


POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Steven Wolosky signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Steel Partners II, L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners II, L.P. or its affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until December 31, 2008 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of December, 2007.
 
     
STEEL PARTNERS II, L.P.
  
STEEL PARTNERS II GP LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Managing Member
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
     
STEEL PARTNERS II MASTER FUND L.P.
  
STEEL PARTNERS LLC
     
By:
Steel Partners II GP LLC
  
By:
/s/ Warren G. Lichtenstein
 
General Partner
    
Warren G. Lichtenstein
     
Manager
By:
/s/ Warren G. Lichtenstein
      
 
Warren G. Lichtenstein
    
 
Managing Member
    
       
/s/ Warren G. Lichtenstein
    
Warren G. Lichtenstein
    
 


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