0000921895-09-002496.txt : 20110318 0000921895-09-002496.hdr.sgml : 20110318 20090922171740 ACCESSION NUMBER: 0000921895-09-002496 CONFORMED SUBMISSION TYPE: PRRN14A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20090922 DATE AS OF CHANGE: 20091117 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: PRRN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 091081283 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., SUITE 208 STREET 2: M/S25 CITY: MILPITAS STATE: CA ZIP: 95035 FORMER COMPANY: FORMER CONFORMED NAME: ADAPTEC INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II LP CENTRAL INDEX KEY: 0000915653 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: PRRN14A 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 COMPANY: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 PRRN14A 1 prrn14a04197036_09222009.htm prrn14a04197036_09222009.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION

Consent Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.  2)

Filed by the Registrant   o

Filed by a Party other than the Registrant   x

Check the appropriate box:

x           Preliminary Consent Statement

¨           Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

¨           Definitive Consent Statement

o          Definitive Additional Materials

o           Soliciting Material Under Rule 14a-12

ADAPTEC, INC.
(Name of Registrant as Specified in Its Charter)
 
STEEL PARTNERS II, L.P.
STEEL PARTNERS HOLDINGS L.P.
STEEL PARTNERS LLC
STEEL PARTNERS II GP LLC
WARREN G. LICHTENSTEIN
JACK L. HOWARD
JOHN J. QUICKE
(Name of Persons(s) Filing Consent Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x          No fee required.

¨           Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 
 
 

(1)           Title of each class of securities to which transaction applies:
 

(2)           Aggregate number of securities to which transaction applies:
 

 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 

(4)           Proposed maximum aggregate value of transaction:
 

(5)           Total fee paid:
 

¨           Fee paid previously with preliminary materials:
 

¨           Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
 
 
(1)           Amount previously paid:
 

(2)           Form, Schedule or Registration Statement No.:
 

(3)           Filing Party:
 

(4)           Date Filed:
 
 
 
 
 
 
PRELIMINARY CONSENT STATEMENT — SUBJECT TO COMPLETION, DATED
September 22, 2009

 
STEEL PARTNERS II, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
 
September __, 2009
 
Dear Adaptec Stockholder:
 
Steel Partners II, L.P. (“SP II” or “we”) is the beneficial owner of an aggregate of [13,160,669] shares of Common Stock of Adaptec, Inc. (“Adaptec” or the “Company”), representing approximately [11.0]% of the outstanding Common Stock of the Company.  In 2007, we sought representation on the Board of Directors of Adaptec (the “Board”) due to our concerns over failed business plans, failed acquisitions and poor operating and financial performance under the stewardship of the then-existing Board.  We believed that stockholders required and deserved a significant voice on the Board to protect stockholders’ interests in light of the significant deterioration in performance and value and believed that new directors were needed to provide assistance and oversight, while ensuring that the interests of the Board and the Company were properly aligned.
 
In December 2007, after months of negotiations, SP II and the Company entered into a settlement, pursuant to which three new directors joined the Adaptec Board.  Since joining the Board, these new directors have worked vigorously and diligently with the Board and the Company’s President and Chief Executive Officer, Subramanian “Sundi” Sundaresh, to try to improve current operating results and to create value for all stockholders.
 
Our sincere hope was that the Company had entered into the settlement in good faith, with proper intentions and with a true desire to work constructively with the new directors to enhance stockholder value. Unfortunately, we now realize that was not the case.  We were shocked and disappointed to learn that certain members of the Board met in private with the Company’s outside counsel the morning of August 27, 2009 prior to meetings of the full Board of Directors held later that day.  We believe these directors sought advice from Company counsel in connection with their proposal to remove Jack Howard as Chairman of the Board and to install Joseph Kennedy in his place and their intention to inform the full Board of a plan to reduce the size of the Board from nine (9) members to seven (7) members and to not re-nominate two of the three directors elected as part of the December 2007 settlement.
 
We believe these actions were part of a plan by Sundi Sundaresh, Jon S. Castor, Joseph S. Kennedy, Robert J. Loarie and Douglas E.  Van Houweling (the “Legacy Directors”), who were all members of the Adaptec Board before our two representatives and two other independent directors joined the Board, to preserve Mr. Sundaresh in his position as CEO, despite concerns raised by certain members of the Board with his recent performance, and to entrench the Legacy Directors, most of whom have overseen the destruction of significant stockholder value over the years.
 
First, acting through the Chairman of the Governance and Nominating Committee, Douglas E. Van Houweling, the Legacy Directors informed the Board of their intention to reduce the size of the Board from nine (9) members to seven (7) members and to not re-nominate two of the three directors elected as part of the December 2007 settlement in the Company’s slate of nominees at the 2009 Annual Meeting.  The takeover at the Board meeting then continued with a proposal by Mr. Van Houweling to remove Jack Howard as Chairman of the Board (a non-executive position) and to install Joseph Kennedy, a Legacy Director who is currently unemployed since his exit as the Chief Executive Officer of Omneon, Inc., in a position in which he would function as an “executive” Chairman.  Despite requests by the four other directors to put the Chairman vote off for a few days so a job description could be prepared by the Committee and a salary could be recommended for this position by the Compensation Committee, Mr. Van Houweling and the other Legacy Directors insisted that the vote be taken immediately.
 
 
 
 
 
 
We believe the best way to maximize stockholder value at Adaptec is through a sale of the Company’s business operations to the highest bidder and to subsequently monetize the Company’s intellectual property, real estate and tax assets.  The Legacy Directors are keenly aware of our position and strong belief that the Company should not pursue additional acquisitions.  While we cannot be certain, we believe that at least part of the Legacy Directors’ motivation in taking these actions was to pave the way for the Company to seek to conduct one or more acquisitions, which, if consummated, could utilize a significant portion of the Company’s cash on hand.  Given the Company’s poor financial performance and the recent acquisition of Aristos Logic Corporation (“Aristos”), for which the Company recorded an impairment charge of $16.9 million to write-off goodwill in the fourth quarter of fiscal 2009, we do not believe the Company should conduct any further acquisitions while stockholder value continues to erode and the current operations lose money.  It is the stockholders who have been harmed by the Company’s failed business strategy and acquisition mistakes, and, in our mind, the stockholders should not bear the risk of pursuing additional acquisitions at this time.
 
We believe the actions taken by certain of the Legacy Directors in removing and replacing Jack Howard as Chairman and in informing the Board of their intent, after the nomination deadline had passed in connection with the 2009 Annual Meeting, not to re-nominate potentially two of the three directors elected as part of the December 2007 settlement, serve to disenfranchise stockholders and entrench the Legacy Directors and go against basic corporate governance principles.  We further note that in being removed as Chairman of the Board, Mr. Howard lost the authority, as Chairman, to call a special meeting of the Company’s stockholders.  Though we cannot be certain, we question whether this was part of the motivation of the Legacy Directors in removing Mr. Howard as Chairman.
 
We do not believe it a coincidence that this series of events transpired only after the nomination deadline in connection with the Company’s 2009 Annual Meeting had passed, leaving us with little choice to protect stockholders’ rights but to commence this consent solicitation. We have informed the Legacy Directors that we would be willing to cease this consent solicitation if the Board were to amend the advance notice provisions in the Company’s Bylaws to allow us to nominate directors for the upcoming 2009 Annual Meeting and to agree that any acquisition by the Company or any of its subsidiaries for a purchase price (whether in cash and/or stock) in excess of $100 million would be put to a stockholder vote.
 
We have been negotiating a potential resolution to this matter with the Board in which we would agree to withdraw this consent solicitation and the Board would allow us to nominate a slate of directors for election at the 2009 Annual Meeting. On September 12, 2009, the Company sent us a lengthy draft settlement proposal that also included an eighteen-month standstill and certain other provisions that we do not believe are warranted under the circumstances and that are unacceptable to us.  We did not think it was appropriate or productive to start negotiating this draft settlement.   In a response to the Company on September 14, 2009, we included a draft settlement proposal pursuant to which the Company would agree to amend the advance notice provision in the Company’s Bylaws to re-open the window for director nominations at the 2009 Annual Meeting and we would withdraw our consent solicitation.  The Company rejected this approach.  While we have continued to discuss the terms of a possible settlement, to date, we have not been able to reach a mutually acceptable resolution to this matter.

We are sending you the attached Consent Statement and the accompanying WHITE consent card because we are soliciting consents from Adaptec’s stockholders to remove without cause two current members of the Board, Messrs. Sundaresh and Loarie, and to take certain other actions described in the attached Consent Statement.  The Board is currently comprised of a single class of nine (9) members.  Our proposals, if approved, would have the effect of reducing the number of current members serving on the Board to seven (7).
 
Through the enclosed Consent Statement, we are soliciting your consent for a number of proposals, the effect of which will be to remove two members of the Board of Directors and to fix the size of the Board at seven (7) members.  By providing your consent, you will help to right the wrongs of the Legacy Directors and ensure that your best interests are being looked after on the Board. We urge all stockholders to support this effort.
 
 
 
 
 We urge you to carefully consider the information contained in the attached Consent Statement and then support our efforts by signing, dating and returning the enclosed WHITE consent card today.  The attached Consent Statement and the enclosed WHITE consent card are first being furnished to the stockholders on or about [_______], 2009. We urge you not to sign any revocation of consent card that may be sent to you by Adaptec.  If you have done so, you may revoke that revocation of consent by delivering a later dated WHITE consent card to SP II, in care of MacKenzie Partners, Inc., which is assisting us, at their address listed on the following page, or to the principal executive offices of Adaptec.
 
If you have any questions or require any assistance with your vote, please contact MacKenzie Partners, Inc. at their address and toll-free number listed on the following page.
 
Thank you for your support,
 
 
 
Warren G. Lichtenstein
Steel Partners II, L.P.

 
 
 
 
 
 
 
 
If you have any questions, require assistance in voting your WHITE consent card,
or need additional copies of Steel Partners II, L.P.’s consent solicitation materials, please call
MacKenzie Partners, Inc. at the phone numbers listed below.
 
 
105 Madison Avenue
New York, NY 10016
proxy@mackenziepartners.com
 
(212) 929-5500 (Call Collect)
or
TOLL-FREE (800) 322-2885
 
 
 
 
 


PRELIMINARY CONSENT STATEMENT — SUBJECT TO COMPLETION, DATED
September 22, 2009


ADAPTEC, INC.
_________________________

CONSENT STATEMENT

OF

STEEL PARTNERS II, L.P.
_________________________
 
PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE CONSENT CARD TODAY
 
This Consent Statement and the enclosed WHITE consent card are being furnished by Steel Partners II, L.P., a Delaware limited partnership, (“SP II”) in connection with our solicitation of written consents from you, holders of shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Adaptec, Inc., a Delaware corporation (“Adaptec” or the “Company”).  A solicitation of written consents is a process that allows a company’s stockholders to act by submitting written consents to any proposed stockholder actions in lieu of voting in person or by proxy at an annual or special meeting of stockholders. We are soliciting written consents from the holders of shares of Common Stock to take the following actions (each, as more fully described in this Consent Statement, a “Proposal” and together, the “Proposals”), in the following order, without a stockholders’ meeting, as authorized by Delaware law:
 
Proposal No. 1 – Repeal any provision of the Amended and Restated Bylaws of Adaptec (“the Bylaws”) in effect at the time this proposal becomes effective that was not included in the Bylaws that became effective on May 6, 2009 and were filed with the Securities and Exchange Commission on May 12, 2009 (the “Bylaw Restoration Proposal”);
 
Proposal No. 2 – Remove without cause two members of Adaptec’s Board of Directors (the “Board”), Subramanian “Sundi” Sundaresh and Robert J. Loarie and any person elected or appointed to the Board to fill any vacancy on the Board or any newly-created directorships prior to the effective date of this proposal (the “Removal Proposal”); and
 
Proposal No. 3 – Amend Section 2.1 of the Bylaws, as set forth on Schedule I to this Consent Statement, to fix the number of directors serving on the Board at seven (7) (the “Authorized Director Proposal” and together with the Bylaw Restoration Proposal and the Removal Proposal, the “Proposals”).
 
 
 
 
 
SP II, Steel Partners Holdings L.P., a Delaware limited partnership (“SPH”), Steel Partners LLC, a Delaware limited liability company (“Steel Partners”), Steel Partners II GP LLC, a Delaware limited liability company (“SP II GP”), Warren G. Lichtenstein, Jack L. Howard and John J. Quicke are members of a group (the “Group”) formed in connection with this consent solicitation and are deemed participants in this consent solicitation.  See “Additional Information Concerning the Participants.”
 
This Consent Statement and the enclosed WHITE consent card are first being sent or given to the stockholders of Adaptec on or about [_______], 2009 (the “Mailing Date”).
 
We are soliciting your consent in favor of the adoption of the Removal Proposal and the Authorized Director Proposal because we do not believe Messrs. Sundaresh and Loarie have been acting in the best interests of the Company’s stockholders.  We are engaging in this consent solicitation in response to certain actions by certain members of the Board that appear to have been designed to diminish representation on the Board by the Company’s largest stockholder, preserve Mr. Sundaresh in his position as Chief Executive Officer and to entrench certain members of the Board.  If successful in our consent solicitation, the three directors elected as part of the December 2007 settlement, Jack Howard, John Mutch and John Quicke, will comprise three (3) seats on a seven (7) member Board. In commencing this Consent Solicitation, we are not attempting to take control of the Company.  Even if successful, the directors elected as part of the December 2007 settlement will comprise a minority of the Board.
 
In addition, we are also soliciting your consent in favor of the adoption of the Bylaw Restoration Proposal to ensure that the incumbent Board does not limit the effect of your consent to the removal of Messrs. Sundaresh and Loarie as set forth herein or the fixing of the size of the Board through changes to the Bylaws not filed with the SEC on or before May 12, 2009, which have the effect of limiting existing stockholders’ rights and abilities to take action in their capacity as stockholders of Adaptec.
 
On September 3, 2009, SP II delivered to the Secretary of Adaptec a written request for the Board to fix a record date in accordance with the Bylaws for determining stockholders entitled to give their written consent to the Proposals (the “Record Date”).  Under the applicable provisions of the Bylaws, stockholders of record as of the close of business on the Record Date will be entitled to one vote for each share of Common Stock.
 
SP II URGES YOU TO SIGN, DATE AND RETURN THE WHITE CONSENT CARD IN FAVOR OF THE PROPOSALS DESCRIBED HEREIN.
 
The effectiveness of each of the Proposals requires the affirmative consent of the holders of record of a majority of the Common Stock outstanding as of the close of business on the Record Date.  Each Proposal will be effective without further action when we deliver to Adaptec such requisite number of consents.  Neither the Bylaw Restoration Proposal nor the Removal Proposal is subject to, or is conditioned upon, the effectiveness of the other Proposals. The Authorized Director Proposal is conditioned upon the removal of both Messrs. Sundaresh and Loaries pursuant to the Removal Proposal.  If either Mr. Sundaresh or Mr. Loarie is not removed pursuant to the Removal Proposal, then the size of the Board will remain at nine (9) with an ensuing vacancy.
 
In addition, none of the Proposals will be effective unless the delivery of the written consents complies with Section 228(c) of the Delaware General Corporation Law (“DGCL”). For the Proposals to be effective, properly completed and unrevoked written consents must be delivered to Adaptec within sixty (60) days of the earliest dated written consent delivered to Adaptec. SP II delivered its signed written consent to Adaptec on September 3, 2009. Consequently, by November 2, 2009, the Group will need to deliver properly completed and unrevoked written consents to the Proposals from the holders of record of a majority of the shares of Common Stock outstanding as of the close of business on the Record Date.  We intend to set [October 23], 2009 as the goal for submission of written consents.
 
 
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WE URGE YOU TO ACT TODAY TO ENSURE THAT YOUR CONSENT WILL COUNT. SP II reserves the right to submit to Adaptec consents at any time within 60 days of the earliest dated written consent delivered to Adaptec. See “Consent Procedures” for additional information regarding such procedures.

As of the Mailing Date, the members of the Group were the beneficial owners of an aggregate of [13,191,919] shares of Common Stock, which currently represent approximately [11.0]% of the issued and outstanding shares of Common Stock. The Group intends to express consent in favor of the Proposals with respect to all of such shares of Common Stock.
 
As of July 30, 2009, there were 119,981,983 Shares outstanding, which is the total number of Shares outstanding as of July 30, 2009 as reported in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2009. The mailing address of the principal executive offices of Adaptec is 691 South Milpitas Boulevard, Milpitas, California 95035.
 
We urge you to vote in favor of the Proposals by signing, dating and returning the enclosed WHITE consent card. The failure to sign and return a consent will have the same effect as voting against the Proposals. Please note that in addition to signing the enclosed WHITE consent card, you must also date it to ensure its validity.
 
THIS CONSENT SOLICITATION IS BEING MADE BY SP II AND NOT BY OR ON BEHALF OF THE COMPANY. SP II URGES YOU TO SIGN, DATE AND RETURN THE WHTE CONSENT CARD IN FAVOR OF THE PROPOSALS DESCRIBED HEREIN.
 

Important Notice Regarding the Availability of Consent Materials for this Consent Solicitation

This Consent Statement is available at www.ViewOurMaterial.com/SteelPartners
 
 
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IMPORTANT
PLEASE READ THIS CAREFULLY
 
If your shares of Common Stock are registered in your own name, please submit your consent to us today by signing, dating and returning the enclosed WHITE consent card in the postage-paid envelope provided.
 
If you hold your shares in “street” name with a bank, broker firm, dealer, trust company or other nominee, only they can exercise your right to consent with respect to your shares of Common Stock and only upon receipt of your specific instructions.  Accordingly, it is critical that you promptly give instructions to consent to the Proposals to your bank, broker firm, dealer, trust company or other nominee. Please follow the instructions to consent provided on the enclosed WHITE consent card. If your bank, broker firm, dealer, trust company or other nominee provides for consent instructions to be delivered to them by telephone or Internet, instructions will be included on the enclosed WHITE consent card. SP II urges you to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions to Steel Partners II, L.P., c/o MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016 so that we will be aware of all instructions given and can attempt to ensure that such instructions are followed.
 
 
Execution and delivery of a consent by a record holder of shares of Common Stock will be presumed to be a consent with respect to all shares held by such record holder unless the consent specifies otherwise.
 
Only holders of record of shares of Common Stock as of the close of business on the Record Date will be entitled to consent to the Proposals. If you are a stockholder of record as of the close of business on the Record Date, you will retain your right to consent even if you sell your shares of Common Stock after the Record Date.
 
IF YOU TAKE NO ACTION, YOU WILL IN EFFECT BE REJECTING THE PROPOSALS. ABSTENTIONS, FAILURES TO CONSENT AND BROKER NON-VOTES WILL HAVE THE SAME EFFECT AS WITHHOLDING CONSENT.
 
If you have any questions regarding your WHITE consent card,
or need assistance in voting your Shares, please call:
 
 
105 Madison Avenue
New York, New York 10016
proxy@mackenziepartners.com
 
(212) 929-5500 (Call Collect)
or
CALL TOLL FREE (800) 322-2885
 
 
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QUESTIONS AND ANSWERS ABOUT THIS CONSENT SOLICITATION
 
The following are some of the questions you, as a stockholder, may have and answers to those questions.  The following is not meant to be a substitute for the information contained in the remainder of this Consent Statement, and the information contained below is qualified by the more detailed descriptions and explanations contained elsewhere in this Consent Statement.  We urge you to carefully read this entire Consent Statement prior to making any decision on whether to grant any consent hereunder.
 
WHO IS MAKING THE SOLICITATION?
 
This solicitation is being made by SP II, together with SPH, Steel Partners, SP II GP, Warren G. Lichtenstein, Jack L. Howard and John J. Quicke (collectively, the “Group”).  As of [_______], 2009, the approximate mailing date in connection with the solicitation, the members of the Group hold in the aggregate [13,191,919] shares of Common Stock, or approximately [11.0]% of the Common Stock outstanding.  SPH is a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies.    The principal business of SP II is holding securities for the account of SPH.  Steel Partners serves as the manager of SP II and SPH.  SP II GP serves as the general partner of SP II and SPH.  Warren G. Lichtenstein is the manager of Steel Partners and the managing member of SP II GP.  Jack L. Howard is the President of Steel Partners and serves as a principal of Mutual Securities, Inc., a registered broker dealer.  John J. Quicke serves as a Managing Director and operating partner of Steel Partners.  Messrs. Howard and Quicke also serve as directors of Adaptec.
 
Each member of the Group may be deemed a participant in this consent solicitation. For additional information on the participants, please see “Additional Information Concerning the Participants” starting on page 17.
 
WHAT ARE YOU ASKING THAT THE STOCKHOLDERS CONSENT TO?
 
 
SP II is asking you to consent to three corporate actions: (1) the Bylaw Restoration Proposal, (2) the Removal Proposal and (3) the Authorized Director Proposal.
 
SP II is asking you to consent to the Removal Proposal and the Authorized Director Proposal to remove two current members of the Board, Subramanian “Sundi” Sundaresh and Robert J. Loarie, and any appointees to the Board prior to the effectiveness of the Removal Proposal, and to set the size of the Board at seven (7) directors. In addition, in order to ensure that your consent to remove Messrs. Sundaresh and Loarie will not be modified or diminished by actions taken by the Board prior to the removal of Messrs. Sundaresh and Loarie, SP II is asking you to consent to the Bylaw Restoration Proposal.

WHY ARE WE SOLICITING YOUR CONSENT?
 
We are soliciting your consent because we believe certain members of the current Board are not acting with the best interests of stockholders in mind. This solicitation is being undertaken in response to actions by certain members of the Board that appears to have been designed to diminish representation on the Board by the Company’s largest stockholder, preserve Mr. Sundaresh in his position as CEO and to entrench certain members of the Board.  The plan was carried out after the passing of the nomination deadline in connection with the Company’s 2009 Annual Meeting, leaving us with little choice to protect stockholders’ rights but to commence this consent solicitation.  In commencing this Consent Solicitation, we are not attempting to take control of the Company.  Even if successful, the directors elected as part of the December 2007 settlement will comprise a minority of the Board.
 
 
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WHO IS ELIGIBLE TO CONSENT TO THE PROPOSALS?
 
If you are a record owner of Common Stock as of the close of business on the Record Date, you have the right to consent to the Proposals.  Pursuant to the Bylaws, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board.  SP II made a request on September 3, 2009 that the Board fix a record date for this consent solicitation. To our knowledge, the Board did not adopt a resolution fixing the record date within ten (10) days after September 3, 2009, the date on which we submitted our request.  Therefore, in accordance with the Bylaws, the record date for determining stockholders entitled to consent is September 3, 2009.
 
WHEN IS THE DEADLINE FOR SUBMITTING CONSENTS?
 
We urge you to submit your consent as soon as possible.  In order for our Proposals to be adopted, the Company must receive written unrevoked consents signed by a sufficient number of stockholders to adopt the Proposals within 60 calendar days of the date of the earliest dated consent delivered to the Company.  SP II delivered its written consent to the Company on September 3, 2009. Consequently, SP II will need to deliver properly completed and unrevoked written consents to the Proposals from the holders of record of a majority of the shares of Common Stock outstanding as of the close of business on the Record Date no later than November 2, 2009. Nevertheless, we intend to set [October 23], 2009 as the goal for submission of written consents. Effectively, this means that you have until November 2, 2009 to consent to the Proposals. WE URGE YOU TO ACT AS SOON AS POSSIBLE TO ENSURE THAT YOUR CONSENT WILL COUNT.
 
HOW MANY CONSENTS MUST BE RECEIVED IN ORDER TO ADOPT THE PROPOSALS?
 
The Proposals will be adopted and become effective when properly completed, unrevoked consents are signed by the holders of a majority of the outstanding shares of Common Stock as of the close of business on the Record Date, provided that such consents are delivered to the Company within 60 calendar days of the date of the earliest dated consent delivered to the Company.  [According to the Company’s preliminary revocation statement] filed with the SEC on [________], 2009, as of [_________], 2009, there were [_________] shares of the Company’s Common Stock outstanding, each entitled to one consent per share. Cumulative voting is not permitted.  Assuming that the number of issued and outstanding shares of Common Stock remains [________] on the Record Date, the consent of the holders of at least [________] shares of Common Stock would be necessary to effect these Proposals. The actual number of consents necessary to effect the Proposals will depend on the facts as they exist on the Record Date.
 
 
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WHAT SHOULD YOU DO TO CONSENT TO OUR PROPOSALS?
 
If your shares of Common Stock are registered in your own name, please submit your consent to us by signing, dating and returning the enclosed WHITE consent card in the postage-paid envelope provided.
 
If you hold your shares in “street” name with a bank, broker firm, dealer, trust company or other nominee, only they can exercise your right to consent with respect to your shares of Common Stock and only upon receipt of your specific instructions. Accordingly, it is critical that you promptly give instructions to consent to the Proposals to your bank, broker firm, dealer, trust company or other nominee. Please follow the instructions to consent provided on the enclosed WHITE consent card. If your bank, broker firm, dealer, trust company or other nominee provides for consent instructions to be delivered to them by telephone or Internet, instructions will be included on the enclosed WHITE consent card.  We urge you to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions to Steel Partners II, L.P. c/o MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016 so that we will be aware of all instructions given and can attempt to ensure that such instructions are followed.

WHOM SHOULD YOU CALL IF YOU HAVE QUESTIONS ABOUT THE SOLICITATION?
 
Please call our consent solicitor, MacKenzie Partners, Inc., collect at (212) 929-5500 or toll free at (800) 322-2885.
 

IMPORTANT
 
SP II urges you to express your consent on the WHITE consent card TODAY to:
 
·  
the Removal Proposal and the Authorized Director Proposal to remove two current members of the Board, Subramanian “Sundi” Sundaresh and Robert J. Loarie, without cause, and set the size of the Board at seven (7) directors; and
 
·  
the Bylaw Restoration Proposal to ensure that the incumbent Board does not limit the effect of your consent to the removal of Messrs. Sundaresh and Loarie.
 
 
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REASONS FOR OUR SOLICITATION
 
We are the largest stockholders of Adaptec.  As of [______], 2009, the approximate mailing date in connection with the solicitation, we owned in the aggregate a total of [13,191,919] shares of Common Stock, representing approximately [11.0]% of the issued and outstanding Common Stock.  As the largest stockholder of Adaptec, we have a vested financial interest in the maximization of the value of the Company’s Common Stock.  Our interests are aligned with the interests of all stockholders:  We have one simple goal – to maximize the value of the Common Stock for all stockholders.
 
Certain Members of the Board Met in Private with Company Counsel to Discuss a Plan to Diminish Representation by the Company’s Largest Stockholder, Disenfranchise Stockholders and Entrench Themselves
 
At a recent Board meeting, certain members of the Board, specifically Sundi Sundaresh, Jon S. Castor, Joseph S. Kennedy, Robert J. Loarie and Douglas E. Van Houweling (the “Legacy Directors”), who were all members of the Adaptec Board before two representatives of Steel Partners and two other independent directors joined the Board, took actions that appear to have been designed to preserve Mr. Sundaresh in his position as CEO and to entrench the Legacy Directors.
 
We have learned that these plans discussed by the Legacy Directors in private sessions with the Company’s outside counsel prior to a Board meeting on August 27, 2009.  First, acting through the Chairman of the Governance and Nominating Committee, Douglas E. Van Houweling, the Legacy Directors proposed to reduce the size of the Board from nine (9) members to seven (7) members and to not re-nominate two of the three directors elected as part of the December 2007 settlement in the Company’s slate of nominees at the 2009 Annual Meeting.  The takeover at the Board meeting then continued with a proposal by Mr. Van Houweling to remove Jack Howard as Chairman of the Board (a non-executive position) and to install Joseph Kennedy, a Legacy Director who is currently unemployed since his exit as the Chief Executive Officer of Omneon, Inc., in a position in which he would function as an “executive” Chairman.  Despite requests by the four other directors to put the Chairman vote off for a few days so a job description could be prepared by the Committee and compensation could be recommended for this position by the Compensation Committee, Mr. Van Houweling and the other Legacy Directors insisted that the vote be taken immediately.
 
The Board is at Odds Over the Future Strategic Direction of Adaptec
 
We are at odds with the Legacy Directors over the future strategic direction of Adaptec and how best to maximize stockholder value at Adaptec.  We believe the best way to maximize stockholder value at Adaptec is through a sale of the Company’s business operations to the highest bidder and to subsequently monetize the Company’s intellectual property, real estate and tax assets.  The Legacy Directors are keenly aware of our position and strong belief that the Company should not pursue additional acquisitions.  While we cannot be certain, we believe that at least part of the Legacy Directors’ motivation in taking these actions was to pave the way for the Company to seek to conduct an acquisition, which, if consummated, could utilize a significant portion of the Company’s cash on hand.  
 
 
8
 

The Disingenuous Actions of the Legacy Directors Undermine the 2007 Settlement Agreement
 
Though the Company is not obligated to re-nominate the three directors that joined the Adaptec Board pursuant to the December 2007 settlement, we believe the recent actions taken by the Legacy Directors undermine the spirit of that settlement agreement.
 
As the largest stockholder of Adaptec, we sought representation on the Board to protect stockholders’ interests in light of the significant deterioration in the Company’s performance and value.  We believed that new directors were needed to provide assistance and oversight, while ensuring that the interests of the Board and the Company were properly aligned.
 
We have repeatedly voiced our concerns over failed business plans, failed acquisitions and poor operating and financial performance under the stewardship of the then-existing Board.
 
During settlement negotiations, we reiterated to the Board that in light of the Company’s recent losses and string of ill-advised acquisitions, stockholders require and deserve a significant voice on the Board and that one seat would not provide sufficient representation to protect stockholders’ interests.  We ultimately agreed that the settlement would involve three (3) new directors, and it was the then-existing Board who suggested the idea of expanding the size of the Adaptec Board to nine (9) members despite our objections that such a Board would be too large for a company the size of Adaptec.  In the spirit of compromise, we reluctantly agreed to the scenario in which the nominees would constitute three (3) directors on a Board of nine (9) members.  It is entirely disingenuous for the Legacy Directors to now use the size of the Board as part of the reason for removing two directors, including a representative of the Company’s largest stockholder, that were originally added to the Board pursuant to that settlement.
 
We Believe the Company May Have Undertaken These Actions to Remove Obstacles and Perceived Opposition to a Potential Large Acquisition Opportunity
 
While we cannot be certain, we believe that at least part of the Legacy Directors’ motivation in taking these actions was to remove obstacles and perceived opposition to a potential acquisition, which, if consummated, could utilize a significant portion of the Company’s cash on hand.  
 
During the past seven years, the Company has made acquisitions that have resulted in write-offs in excess of approximately $220 million.  Just last year Mr. Sundaresh unequivocally championed the Company’s acquisition of Aristos Logic Corporation (“Aristos”).  Mr. Sundaresh emphatically advised the Board that the Aristos acquisition would breathe new life into the Company’s declining OEM business and allow Adaptec to once again bring ASIC capabilities in-house.  The non-Legacy Directors gave Mr. Sundaresh the benefit of the doubt in approving this transaction based on his diligence and assumptions. The Company recorded an impairment charge of $16.9 million to write-off goodwill in the fourth quarter of fiscal 2009 in connection with the Aristos acquisition. We do not believe the Company should conduct acquisitions while stockholder value continues to erode and the current operations lose money.  It is the stockholders who have been harmed by the Company’s failed business strategy and acquisition mistakes, and, in our mind, the stockholders should not bear the risk of pursuing additional acquisitions at this time.
 
 
9
 
 
We further note that in being removed as Chairman of the Board, Mr. Howard lost the authority, as Chairman, to call a special meeting of the Company’s stockholders.  Though we cannot be certain, we question whether this was part of the motivation of the Legacy Directors in removing Mr. Howard as Chairman.

 We Are Concerned That the Legacy Directors Lack a Substantial Vested Interest in the Financial Performance of the Company
 
We believe the Legacy Directors collectively lack a significant ownership interest in the Company.  The Legacy Directors have served on the Board for close to fifty (50) years combined, yet have very little, if any, of their own “skin in the game.”  The Legacy Directors collectively own less than 1% of the shares outstanding, most of which shares were granted to the Legacy Directors as compensation.  Yet, the Legacy Directors tried to use SP II’s reduced ownership as justification for having just one seat on the Board.  SP II remains the Company’s largest stockholder, owning approximately 11.0% of the Shares outstanding – our interests are directly aligned with all shareholders.
 
 
10
 
 
PROPOSAL 1 – THE BYLAW RESTORATION PROPOSAL
 
SP II is asking you to consent to the adoption of the Bylaw Restoration Proposal to ensure that the incumbent Board does not limit the effect of your consent to the removal of Subramanian “Sundi” Sundaresh and Robert J. Loarie as members of the Board through changes to the Bylaws not filed with the SEC on or before May 12, 2009, which have the effect of limiting existing stockholders’ rights and abilities to take action in their capacity as stockholders of Adaptec.
 
The following is the text of the Bylaw Restoration Proposal:
 
“RESOLVED, that any provision of the bylaws of Adaptec, Inc. as of the effectiveness of this resolution that was not included in the amended and restated bylaws filed with the Securities and Exchange Commission on May 12, 2009, be and are hereby repealed.” 
 
On September 18, 2009, the Board approved a bylaw amendment to reduce the size of the board to seven (7) members.  The Bylaw Restoration Proposal, if adopted, would repeal this bylaw amendment.  However, if stockholders adopt the Removal Proposal and the Authorized Director Proposal, in full, then the Board will be fixed at seven (7) members.  In the event that stockholders adopt the Bylaw Restoration Proposal, but do not fully adopt the Removal Proposal and the Authorized Director Proposal, then the size of the Board will remain at nine (9).
 
If the Board does not effect any additional changes to the version of the bylaws publicly available in filings by Adaptec with the SEC on or before May 12, 2009, the Bylaw Restoration Proposal will have no further effect. However, if the incumbent Board has made additional changes since that time, such as amending the provision in the bylaws to change the procedure by which a record date is set in connection with a consent solicitation, the Bylaw Restoration Proposal, if adopted, will restore the Bylaws to the version that was publicly available in filings by Adaptec with the SEC on May 12, 2009, without considering the nature of any changes the incumbent Board may have adopted.  As a result, the Bylaw Restoration Proposal could have the effect of repealing bylaw amendments which one or more stockholders of the Company may consider to be beneficial to them or to the Company.  However, the Bylaw Restoration Proposal will not preclude the Board, following the removal of Messrs. Sundaresh and Loarie from the Board, from reconsidering any repealed bylaw changes following the consent solicitation.
 
SP II URGES YOU TO CONSENT TO THE BYLAW RESTORATION PROPOSAL.
 
 
11
 
 
PROPOSAL 2 – THE REMOVAL PROPOSAL
 
We are asking you to consent to the Removal Proposal to remove two members of the Board, Subramanian “Sundi” Sundaresh and Robert J. Loarie, without cause, and any other person or persons appointed to the Board to fill any vacancy or any newly-created directorships at any time prior to the effectiveness of the Removal Proposal. The following is the text of the Removal Proposal:
 
 
“RESOLVED, that (i) Subramanian “Sundi” Sundaresh and Robert J. Loarie and (ii) each person appointed to the Board to fill any vacancy or newly-created directorship prior to the effectiveness of this resolution, be and hereby is removed.”

Section 141(k) of the DGCL provides that any director or the entire board of directors of a Delaware corporation may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of the corporation’s directors, subject to exceptions if the corporation has a classified board or cumulative voting in the election of its directors.
 
We are seeking to specifically remove Messrs. Sundaresh and Loarie.  We believe they are responsible for the Company’s poor performance and who are at odds with what we believe is the proper strategic direction for the Company.  We are disappointed that Mr. Sundaresh has thus far been unable to deliver a viable business strategy for turning the Company around.  The Company incurred a loss of approximately $32 million (which includes goodwill write-downs) in the second half of the Fiscal Year ended March 31, 2009 (FY09), and a loss of approximately $4.5 million in the First Quarter of FY10.  Mr. Loarie has been a director of the Company since 1981.  As such, Mr. Loarie approved the acquisitions over the past seven years that resulted in write-offs in excess of approximately $220 million.  We believe the best way to maximize stockholder value is to find a strategic buyer for the Company’s operating businesses and to monetize the Company’s valuable intellectual property assets, real estate assets and tax assets.  On the other hand, we believe Messrs. Sundaresh and Loarie desire to pursue additional acquisitions.  On the WHITE consent card, stockholders have the ability to adopt the Removal Proposal in part by consenting to the removal of one of Messrs. Sundaresh and Loarie without consenting to the removal of the other.

According to [the Company’s preliminary revocation statement filed with the SEC on [_________], 2009,] as of [_________], 2009, there were [________] shares of Common Stock outstanding, each entitled to one consent per share.  Assuming that the number of issued and outstanding shares remains [_____] shares on the Record Date, the consent of the holders of at least [_______] shares of Common Stock would be necessary to effect the Removal Proposal and remove Messrs. Sundaresh and Loarie as members of the Board.  In the event that holders of less than [________] shares of Common Stock consent to the removal of either Mr. Sundaresh or Mr. Loarie, then such director will not be removed pursuant to the Removal Proposal. The actual number of consents necessary to effect the Proposals will depend on the facts as they exist on the Record Date.

The Company does not have a classified board or cumulative voting in the election of its directors. Consequently, Section 141(k) of the DGCL permits the stockholders of the Company to remove any director or its entire Board without cause.

SP II URGES YOU TO CONSENT TO THE REMOVAL PROPOSAL.
 
 
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PROPOSAL 3 – AUTHORIZED DIRECTOR PROPOSAL
 
Section 2.1 of the Bylaws provides that the authorized number of directors may be changed from time to time by amendment to the Bylaws. 
 
Assuming that the Removal Proposal is approved by stockholders, SP II would like to ensure that the seven remaining directors constitute the entire board.  Accordingly, you are being asked to amend the Bylaws in order to fix the number of directors serving on the Board at seven (7), as set forth in Schedule I to this Consent Statement.  The effectiveness of Proposal 3 is conditioned upon the removal of both directors in Proposal 2.  If either Mr. Sundaresh or Mr. Loarie (or any appointees to the Board) are not removed in Proposal 2, the size of the Board will not be fixed at seven (7), and will remain at nine (9).
 
We believe that a nine (9) member board is too large for the size of the Company and that the Board should be fixed at seven (7) members. We do not see any potential negative effects on stockholders if the Authorized Director Proposal is approved.
 
SP II urges you to vote FOR its proposal to amend the Bylaws to fix the number of directors serving on the Board at seven (7) on the enclosed WHITE consent card.
 
 
13
 
 
NUMBER OF CONSENTS REQUIRED FOR THE PROPOSALS
 
Each of the Proposals will be adopted and become effective when properly completed, unrevoked consents are signed by the holders of a majority of the outstanding shares of Common Stock as of the close of business on the Record Date, provided that such consents are delivered to Adaptec within 60 days of the earliest dated written consent delivered to Adaptec. According to the [Company’s preliminary revocation statement] filed with the SEC on [________], 2009, as of [_______], 2009, there were [_________] shares of the Company’s Common Stock outstanding, each entitled to one consent per share. Cumulative voting is not permitted. Assuming that the number of issued and outstanding shares remains [________] shares on the Record Date, the consent of the holders of at least [_________] shares of Common Stock would be necessary to effect the Proposals. The actual number of consents necessary to effect the Proposals will depend on the facts as they exist on the Record Date.
 
IF YOU TAKE NO ACTION, YOU WILL IN EFFECT BE REJECTING THE PROPOSALS. ABSTENTIONS, FAILURES TO CONSENT AND BROKER NON-VOTES WILL HAVE THE SAME EFFECT AS WITHHOLDING CONSENT. “Broker non-votes” occur when a bank, broker or other nominee holder has not received instructions with respect to a particular matter, including the Proposals, and therefore does not have discretionary power to vote on that matter. As a result, we urge you to contact your broker, banker or other nominee TODAY if any shares of Common Stock you own are held in the name of a broker, banker or other nominee and you have not provided to them instructions to promptly consent to the Proposals.  Please follow the instructions to consent provided on the enclosed WHITE consent card.  If your bank, broker firm, dealer, trust company or other nominee provides for consent instructions to be delivered to them by telephone or internet, instructions will be included on the enclosed WHITE consent card.
 
Neither the Bylaw Restoration Proposal nor the Removal Proposal is subject to, or is conditioned upon, the effectiveness of the other Proposals.  The Authorized Director Proposal is conditioned in part upon the effectiveness of the Removal Proposal.  If either Mr. Sundaresh or Mr. Loarie is not removed pursuant to the Removal Proposal, then the size of the Board will remain at nine (9).
 
 
14
 
 

CONSENT PROCEDURES
 
Section 228 of the DGCL provides that, absent a contrary provision in a Delaware corporation’s certificate of incorporation, any action that is required or permitted to be taken at a meeting of the corporation’s stockholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and such consents are properly delivered to the corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Adaptec’s Certificate of Incorporation does not contain any such contrary provision.

Section 141(k) of the DGCL provides that any director or the entire board of directors of a Delaware corporation may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of the corporation’s directors, subject to exceptions if the corporation has a classified board or cumulative voting in the election of its directors. The Company does not have a classified board or cumulative voting in the election of its directors. Section 2.2 of the Bylaws provides that no director may be removed except by the holders of a majority of the Common Stock.  Section 9.1 of the Bylaws provides a holders of a majority of the outstanding Common Stock shall have the power to adopt, amend or repeal Bylaws.
 
The Bylaws provide that any stockholder of record seeking to have stockholders authorize or take action by written consent without a meeting shall, by written notice, request that the Board fix a record date for such consent.  Unless the Board has previously fixed a record date with respect to the proposed action, the Board shall, within ten (10) days upon receiving the request adopt a resolution fixing the record date.  Such record date shall not precede the date upon which the resolution fixing the record date was adopted and shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board.  On September 3, 2009, SP II submitted its request to the Board that the Board fix a record date with respect to this consent solicitation.  To our knowledge, the Board did not adopt a resolution fixing the record date within ten (10) days after September 3, 2009, the date on which we submitted our request.  Therefore, in accordance with the Bylaws, the record date for determining stockholders entitled to consent is September 3, 2009.
 
For the Proposals to be effective, properly completed and unrevoked written consents must be delivered to Adaptec within 60 days of the earliest dated written consent delivered to Adaptec. SP II delivered its signed written consent to Adaptec on September 3, 2009.  Consequently, by November 2, 2009 the Group will need to deliver properly completed and unrevoked written consents to the Proposals from the holders of record of a majority of the shares of Common Stock outstanding as of the close of business on the Record Date.  We intend to set [October 23], 2009 as the goal for submission of written consents.
 
 WE URGE YOU TO ACT TODAY TO ENSURE THAT YOUR CONSENT WILL COUNT. We reserve the right to submit to Adaptec consents at any time within sixty (60) days of the earliest dated written consent delivered to Adaptec.
 
If the Proposals become effective as a result of this consent solicitation by less than unanimous written consent, prompt notice of the Proposals will be given under Section 228(e) of the DGCL to stockholders who have not executed written consents. All stockholders will be notified as promptly as possible by press release of the results of the solicitation.
 
 
15
 
 
PROCEDURAL INSTRUCTIONS 
 
You may consent to any of the proposals on the enclosed WHITE consent card by marking the “CONSENT” box and signing, dating and returning the WHITE consent card in the envelope provided. You may also withhold your consent with respect to any of the proposals on the enclosed WHITE consent card by marking the “WITHHOLD CONSENT” box, and signing, dating and returning the WHITE consent card in the envelope provided. You may abstain from consenting to any of the proposals on the enclosed WHITE consent card by marking the “ABSTAIN” box and signing, dating and returning the WHITE consent card in the envelope provided.
 
If you sign, date and return the WHITE consent card, but give no direction with respect to certain of the proposals, you will be deemed to consent to any such proposal.
 
Please note that in addition to signing the enclosed WHITE consent card, you must also date it to ensure its validity.
 
SP II URGES YOU TO CONSENT TO ALL THE PROPOSALS ON THE ENCLOSED WHITE CONSENT CARD
 
Revocation of Written Consents. An executed consent card may be revoked at any time by delivering a written consent revocation before the time that the action authorized by the executed consent becomes effective. Revocations may only be made by the record holder that granted such consent. A revocation may be in any written form validly signed by the record holder as long as it clearly states that the consent previously given is no longer effective. The delivery of a subsequently dated WHITE consent card that is properly executed will constitute a revocation of any earlier consent.  The revocation may be delivered either to SP II, in care of MacKenzie Partners, Inc., or to the principal executive offices of Adaptec. Although a revocation is effective if delivered to Adaptec, SP II requests that either the original or photostatic copies of all revocations of consents be mailed or delivered to Steel Partners II, L.P., c/o MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016, so that we will be aware of all revocations and can more accurately determine if and when sufficient unrevoked consents to the actions described in this Consent Statement have been received.
 
SOLICITATION OF CONSENTS
 
The solicitation of consents pursuant to this consent solicitation is being made by the Group.  Consents may be solicited by mail, facsimile, telephone, telegraph, Internet, in person and by advertisements.
 
The Group has entered into an agreement with MacKenzie Partners, Inc. for solicitation and advisory services in connection with this solicitation, for which MacKenzie Partners, Inc. will receive a fee not to exceed $[__],000, together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws.  MacKenzie Partners, Inc. will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders.  SP II has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares of Common Stock they hold of record.  SP II will reimburse these record holders for their reasonable out-of-pocket expenses in so doing.  It is anticipated that MacKenzie Partners, Inc. will employ approximately [__] persons to solicit Adaptec stockholders as part of this solicitation.
 
 
16
 
 
The entire expense of soliciting proxies is being borne by the Group.  Costs of this solicitation of proxies are currently estimated to be approximately $[__],000.  The Group estimates that through the date hereof its expenses in connection with this solicitation are approximately $[__],000.
 
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC.

Based solely on its review of the Group’s transaction history and ownership information with respect to the Common Stock, other than a late Form 4 filed by SP II on October 1, 2008 to report transactions in the shares of Common Stock of the Company from September 23, 2008, September 29, 2008 and September 30, 2008, SP II believes that all of the Section 16(a) filing requirements were satisfied by the members of the Group.
ADDITIONAL INFORMATION CONCERNING THE PARTICIPANTS
 
The participants in the proxy solicitation are Steel Partners II, L.P., a Delaware limited partnership, Steel Partners Holdings L.P., a Delaware limited partnership, Steel Partners LLC, a Delaware limited liability company, Steel Partners II GP LLC, a Delaware limited liability company, Warren G. Lichtenstein, Jack L. Howard and John J. Quicke (collectively, the “Group”).

The principal business address of each of SP II, SPH, Steel Partners, SP II GP, Warren G. Lichtenstein, Jack L. Howard and John J. Quicke is 590 Madison Avenue, 32nd Floor, New York, New York 10022.

SPH is a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies.  The principal business of SP II is holding securities for the account of SPH.  The principal business of Steel Partners is serving as the manager of SP II and SPH.  The principal business of SP II GP is serving as the general partner of SP II and SPH.  The principal occupation of Warren G. Lichtenstein is serving as the manager of Steel Partners and as the managing member of SP II GP.  The principal occupation of Jack L. Howard is serving as the President of Steel Partners and serving as a principal of Mutual Securities, Inc., a registered broker dealer.  The principal occupation of John J. Quicke is serving as a Managing Director and operating partner of Steel Partners.  Each of Messrs. Howard and Quicke serve as directors of Adaptec.
 
 
17
 
 
As of the date of this filing, SP II owned directly [13,160,669] shares of Common Stock, constituting approximately [11.0]% of the shares of Common Stock outstanding.  By virtue of their relationships with Steel Partners II described above, each of SPH, Steel Partners, SP II GP and Warren G. Lichtenstein may be deemed to beneficially own the shares of Common Stock owned by SP II.
 
As of the date of this filing, Jack L. Howard beneficially owned 6,250 shares of Common Stock underlying a Restricted Stock Award that have not yet vested and beneficially owned an additional 12,500 shares of Common Stock underlying Non-Qualified Stock Options that are exercisable within sixty (60) days from the date hereof, constituting in the aggregate less than 1% of the shares of Common Stock outstanding.  As of the date of this filing, John J. Quicke beneficially owned 6,250 shares of Common Stock underlying a Restricted Stock Award that have not yet vested and beneficially owned an additional 12,500 shares of Common Stock underlying Non-Qualified Stock Options that are exercisable within sixty (60) days from the date hereof, constituting in the aggregate less than 1% of the shares of Common Stock outstanding.
 
For the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, each member of the Group is deemed to beneficially own the shares of Common Stock of the Group beneficially owned in the aggregate by all other members of the Group. Each member of the Group disclaims beneficial ownership of such shares of Common Stock not owned by him or it except to the extent of his or its pecuniary interest therein.

Shares of Common Stock held by Steel Partners II (Offshore) Ltd. (“Steel Offshore”), an entity related to SP II and certain of the other Participants, are not reported herein as beneficially owned by the Participants as such shares of Common Stock are anticipated to be distributed to investors of Steel Offshore.  The members of the Group disclaim beneficial ownership of such shares of Common Stock held by Steel Offshore.
 
For information regarding purchases and sales of securities of Adaptec during the past two years by members of the Group, see Schedule II.

SP II intends to seek reimbursement from Adaptec of all expenses it incurs in connection with the solicitation.  SP II does not intend to submit the question of such reimbursement to a vote of security holders of the Company.
 
On September 9, 2009, the members of the Group entered into a Joint Filing and Solicitation Agreement in which, among other things, (i) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of Adaptec, (ii) the parties agreed to solicit written consents or proxies in favor of the Proposals and to take all other action necessary or advisable to achieve the foregoing (the “Solicitation”), and (iii) SP II agreed to bear all expenses incurred in connection with the Group’s activities, including  approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations.
 
 
18
 
 
STOCKHOLDER PROPOSALS FOR THE COMPANY’S 2009 ANNUAL MEETING
 
According to the Company’s public filings, stockholders are entitled to present proposals for consideration at forthcoming stockholder meetings provided that they comply with the proxy rules promulgated by the SEC and the Bylaws. Stockholders wishing to present a proposal at the 2009 Annual Meeting must have submitted such proposal to the Company by May 7, 2009 if they wished for it to be eligible for inclusion in the Company's proxy statement and form of proxy relating to that meeting.  In addition, under the Bylaws, a stockholder wishing to nominate a person to the Board at the 2009 Annual Meeting (but not include such nomination in the Company's proxy statement) or wishing to make a proposal with respect to any other matter (but not include such proposal in the Company's proxy statement) at the 2009 Annual Meeting, must have submitted the required information to the Company between July 9, 2009 and August 8, 2009.
 
The information set forth above regarding the procedures for submitting stockholder proposals for consideration at the Company's 2009 Annual Meeting is based on information contained in the Company’s public filings.  The incorporation of this information in this Consent Statement should not be construed as an admission by us that such procedures are legal, valid or binding.
 
SPECIAL INSTRUCTIONS
 
If you were a record holder of shares of Common Stock as of the close of business on the Record Date for this consent solicitation, you may elect to consent to, withhold consent to or abstain with respect to each Proposal by marking the “CONSENT,” “WITHHOLD CONSENT” or “ABSTAIN” box, as applicable, underneath each Proposal on the accompanying WHITE consent card and signing, dating and returning it promptly in the enclosed post-paid envelope.
 
IF A STOCKHOLDER EXECUTES AND DELIVERS A WHITE CONSENT CARD, BUT FAILS TO CHECK A BOX MARKED “CONSENT,” “WITHHOLD CONSENT” OR “ABSTAIN” FOR A PROPOSAL, THAT STOCKHOLDER WILL BE DEEMED TO HAVE CONSENTED TO THAT PROPOSAL, EXCEPT THAT THE STOCKHOLDER WILL NOT BE DEEMED TO CONSENT TO THE REMOVAL OF ANY DIRECTOR WHOSE NAME IS WRITTEN IN THE SPACE THE APPLICABLE INSTRUCTION TO THE REMOVAL PROPOSAL PROVIDES ON THE CARD.
 
YOUR CONSENT IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED WHITE CONSENT CARD AND RETURN IT IN THE ENCLOSED POST-PAID ENVELOPE PROMPTLY. YOU MUST DATE YOUR CONSENT IN ORDER FOR IT TO BE VALID. FAILURE TO SIGN, DATE AND RETURN YOUR CONSENT WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE PROPOSALS.

If your shares are held in the name of a brokerage firm, bank nominee or other institution, only it can execute a consent with respect to those shares of Common Stock and only on receipt of specific instructions from you. Thus, you should contact the person responsible for your account and give instructions for the WHITE consent card to be signed representing your shares. You should confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions to MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016, so that we will be aware of all instructions given and can attempt to ensure that those instructions are followed.
 
 
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If you have any questions or require any assistance in executing your consent, please contact:
 
 
 
105 Madison Avenue
New York, New York 10016
proxy@mackenziepartners.com
 
(212) 929-5500 (Call Collect)
or
CALL TOLL FREE (800) 322-2885

 
Information Concerning Adaptec
 
See Schedule III for information regarding persons who beneficially own more than 5% of the shares of Common Stock and the ownership of the Common Stock by the directors and management of Adaptec.
 
STEEL PARTNERS II, L.P.
 
 
[______], 2009
 
 
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SCHEDULE I
 
PROPOSED AMENDMENT OF BYLAWS TO FIX NUMBER OF DIRECTORS SERVING ON THE BOARD AT SEVEN (7)
 
Section 2.1 the Amended and Restated Bylaws of Adaptec is amended by replacing the second sentence of such section with the following:
 
“The number of authorized directors shall be seven (7), provided, however the number of authorized directors may be changed from time to time by amendment of these Bylaws.”
 
 
I-1
 
 
SCHEDULE II
 
PURCHASES AND SALES IN THE SECURITIES OF ADAPTEC
DURING THE PAST TWO YEARS
 
Transaction
Date
Quantity
Price ($)
       

STEEL PARTNERS II, L.P.

Buy
08/27/07
7,000
  
3.6000
Buy
08/28/07
80,000
  
3.5998
Buy
08/29/07
200
  
3.6000
Buy
08/30/07
40,426
  
3.6400
Buy
09/10/07
41,042
  
3.6000
Buy
09/11/07
2,000
  
3.6000
Buy
09/13/07
19,691
  
3.6100
Buy
11/08/07
15,021
  
3.3759
Buy
11/09/07
67,979
  
3.3795
Buy
05/12/08
125,783
  
2.8187
Buy
05/12/08
75,000
  
2.8400
Buy
05/13/08
154,600
  
2.9532
Buy
05/13/08
27,871
  
2.9212
Buy
05/14/08
50,000
  
2.9800
Buy
05/14/08
22,767
  
2.9754
Buy
05/15/08
150,000
  
2.9967
Buy
05/15/08
100
  
2.9900
Buy
05/16/08
150,000
  
3.0833
Buy
05/16/08
32,014
  
3.0636
Buy
05/19/08
77,300
  
3.1500
Buy
05/19/08
43,091
  
3.1500
Buy
05/19/08
39,416
  
3.1500
Buy
05/28/08
89,000
  
3.1500
Buy
05/28/08
95,255
  
3.1497
Buy
05/30/08
70,973
  
3.1998
Buy
06/02/08
100,000
  
3.1500
Buy
06/02/08
54,013
  
3.1500
Buy
06/02/08
17,500
  
3.1500
Buy
06/03/08
34,800
  
3.1500
Buy
06/03/08
5,701
  
3.1495
Buy
06/09/08
50,000
  
3.2000
Buy
06/09/08
18,382
  
3.1912
Buy
06/10/08
10,000
  
3.1966
Buy
06/11/08
150,000
  
3.2000
Buy
06/11/08
25,000
  
3.1994
Buy
06/11/08
113,725
  
3.2000
Buy
06/12/08
155,000
  
3.2000
Buy
06/12/08
31,954
  
3.2000
 
 
II-1
 
 
Transaction
Date
Quantity
Price ($)
       
Buy
06/19/08
50,000
  
3.2000
Buy
06/19/08
8,100
  
3.2000
Buy
06/20/08
100
  
3.2000
Buy
06/23/08
5,453
  
3.2000
Buy
06/24/08
50,000
  
3.2000
Buy
06/24/08
8,149
  
3.2000
Buy
06/27/08
75,000
  
3.2000
Buy
06/27/08
69,298
  
3.2000
Buy
06/30/08
48,300
  
3.2000
Buy
06/30/08
62,880
  
3.2000
Buy
07/01/08
22,000
  
3.2000
Buy
07/01/08
6,382
  
3.2000
Buy
07/01/08
25,000
  
3.2000
Buy
07/02/08
300,286
  
3.1980
Buy
07/03/08
66,339
  
3.1372
Buy
07/07/08
347,384
  
3.1992
Buy
09/17/08
2,513
  
3.2000
Buy
09/18/08
100,000
  
3.1817
Buy
09/19/08
11,300
  
3.1781
Buy
09/22/08
1,000
  
3.2000
Buy
09/23/08
114,420
  
3.2000
Buy
09/29/08
9,600
  
3.2000
Buy
09/30/08
101,100
  
3.2000
Buy
10/24/08
75,000
  
2.6807
Buy
10/24/08
75,000
  
2.6807
Buy
10/24/08
25,000
  
2.7482
Buy
10/24/08
25,000
  
2.7482
Buy
10/27/08
12,500
  
2.8000
Buy
10/27/08
12,500
  
2.8000
Buy
10/27/08
50,000
  
2.7795
Buy
10/27/08
50,000
  
2.7795
Buy
10/28/08
16,850
  
2.7111
Buy
10/28/08
16,850
  
2.7111
Buy
10/29/08
4,107
  
2.8052
Buy
10/29/08
4,106
  
2.8052
Buy
10/30/08
12,500
  
3.0000
Buy
10/30/08
12,500
  
3.0000
Buy
10/30/08
3,200
  
3.0000
Buy
10/30/08
3,200
  
3.0000
Buy
11/06/08
12,850
  
2.9999
Buy
11/06/08
12,850
  
2.9999
Buy
11/06/08
250,000
  
3.0000
Buy
11/06/08
250,000
  
3.0000
Buy
11/07/08
750
  
3.0040
Buy
11/07/08
750
  
3.0040
 
 
II-2
 
 
Transaction
Date
Quantity
Price ($)
       
Buy
11/11/08
12,500
  
2.9500
Buy
11/11/08
12,500
  
2.9500
Buy
11/11/08
51,450
  
2.9986
Buy
11/11/08
51,450
  
2.9986
Buy
11/12/08
34,200
  
2.9500
Buy
11/12/08
34,200
  
2.9500
Buy
11/12/08
4,250
  
2.9495
Buy
11/12/08
4,250
  
2.9495
Buy
11/13/08
42,150
  
2.9350
Buy
11/13/08
42,150
  
2.9350
Buy
11/14/08
45,083
  
2.8999
Buy
11/14/08
45,083
  
2.8999
Buy
11/17/08
50,000
  
2.9000
Buy
11/17/08
50,000
  
2.9000
Buy
11/17/08
26,413
  
2.8946
Buy
11/17/08
26,413
  
2.8946
Buy
11/18/08
50,000
  
2.8000
Buy
11/18/08
50,000
  
2.8000
Distribution
07/15/09
(13,034,132
 )*
--
Buy
08/03/09
550,000
  
2.7827
Buy
08/03/09
267,500
  
2.7832
Buy
08/03/09
300,000
  
2.7800
Buy
08/04/09
180,000
  
2.8533
Buy
08/04/09
6,500
  
2.8031
Buy
08/04/09
110,000
  
2.8336
Buy
08/05/09
50,000
  
2.8100
Buy
08/05/09
1,800
  
2.8000
Buy
08/06/09
130,000
  
2.8148
Buy
08/06/09
56,713
  
2.8164
Buy
08/06/09
200,000
  
2.8150
Buy
08/07/09
100,000
  
2.8500
Buy
08/10/09
30,100
  
2.8434
Buy
08/11/09
50,000
  
2.8700
Buy
08/11/09
13,750
  
2.8500
Buy
09/08/09
477,100
  
3.0299
Buy
09/08/09
400,000
  
3.0350
Buy
09/08/09
100,000
  
3.0300
 
* Transaction constitutes a distribution of shares to indirect investors of Steel Partners II, L.P.
 
 
II-3
 
 
STEEL PARTNERS HOLDINGS L.P.
 
None
 
STEEL PARTNERS LLC
 
None
 
STEEL PARTNERS II GP LLC
 
None
 
WARREN G. LICHTENSTEIN
 
None
 
JACK L. HOWARD
 
On February 7, 2008, the Company granted Jack L. Howard, in his capacity as a director of the Company, a Restricted Stock Unit (“RSU”) for 16,250 shares of Common Stock, which vested with respect to 1/3 of the shares of Common Stock underlying the RSU on December 13, 2008 and with respect to 1/12 of the shares of Common Stock quarterly thereafter.  On February 7, 2008, the Company granted Jack L. Howard, in his capacity as a director of the Company, a Stock Appreciation Right (“SAR”) for 32,500 Shares, which vested with respect to 1/3 of the Shares underlying the SAR on December 13, 2008 and with respect to 1/12 of the Shares quarterly thereafter.
 
On October 23, 2008, the Company awarded Jack L. Howard, in his capacity as a director of the Company, a Restricted Stock Award for 6,250 Shares that will be fully vested on the earlier of October 23, 2009 or the date of the Company’s 2009 annual meeting of stockholders.  On October 23, 2008, the Company granted Jack L. Howard, in his capacity as a director of the Company, a total of 12,500 Non-Qualified Stock Options, which shall vest in four equal quarterly installments with the first vesting date being January 23, 2009, such that the option is fully vested on the earlier of October 23, 2009 or the date of the Company’s 2009 annual meeting of stockholders.
 
JOHN J. QUICKE
 
On February 7, 2008, the Company granted John J. Quicke, in his capacity as a director of the Company, an RSU for 16,250 shares of Common Stock, which vested with respect to 1/3 of the shares of Common Stock underlying the RSU on December 13, 2008 and with respect to 1/12 of the Shares quarterly thereafter.  On February 7, 2008, the Company granted John J. Quicke, in his capacity as a director of the Company, a SAR for 32,500 shares of Common Stock, which vested with respect to 1/3 of the shares of Common Stock underlying the SAR on December 13, 2008 and with respect to 1/12 of the shares of Common Stock quarterly thereafter.

On October 23, 2008, the Company awarded John J. Quicke, in his capacity as a director of the Company, a Restricted Stock Award for 6,250 shares of Common Stock that will be fully vested on the earlier of October 23, 2009 or the date of the Company’s 2009 annual meeting of stockholders.  On October 23, 2008, the Company granted John J. Quicke, in his capacity as a director of the Company, a total of 12,500 Non-Qualified Stock Options, which shall vest in four equal quarterly installments with the first vesting date being January 23, 2009, such that the option is fully vested on the earlier of October 23, 2009 or the date of the Company’s 2009 annual meeting of stockholders.
 
 
II-4
 

SCHEDULE III
 
The following table is re-printed from the Company’s Preliminary Consent Revocation Statement filed with the Securities and Exchange Commission on September 10, 2009.
 
   
Adaptec Shares
Beneficially Owned
  
Name of Beneficial Owner
  
Number of
Shares(1)
    
Percentage of
Shares
Outstanding
  
Directors and Named Executive Officers:
            
Jon S. Castor
     87,605       *  
Jack L. Howard
     37,708       *  
Joseph S. Kennedy
     203,803       *  
Robert J. Loarie(2)
     195,070       *  
John Mutch
     53,958       *  
John J. Quicke
     37,708       *  
Lawrence J. Ruisi
     27,083       *  
Douglas E. Van Houweling
     166,199       *  
Subramanian “Sundi” Sundaresh
     984,675       *  
Mary L. Dotz
     136,298       *  
Marcus D. Lowe
     348,525       *  
Anil Gupta
     —       *  
John Noellert
     139,168       *  
Directors and executive officers as a group (13 persons)
     2,388,929       1.98 % 
                 
5% Stockholders:
                
Steel Partners II, L.P. (3)
     12,183,569       10.11 % 
Dimensional Fund Advisors, L.P. (4)
     10,398,708       8.63 % 
Barclays Global Investors UK Holdings Limited (5)
     8,954,025       7.43 % 
Renaissance Technologies LLC (6)
     8,536,870       7.08 % 
 
*
Less than 1% ownership.
 
(1)
Includes the following shares that may be acquired upon exercise of stock options granted under our stock option plans within 60 days after September 3, 2009, and the following shares of restricted stock that had not vested as of September 3, 2009:
 
 
III-1
 
 
             
Name
  
Number of Shares
Subject to Options
    
Shares of
Restricted Stock
  
Jon S. Castor
     56,372       8,733  
Jack L. Howard
     31,458       6,250  
Joseph S. Kennedy
     144,966       8,733  
Robert J. Loarie(2)
     134,966       8,733  
John Mutch
     31,458       14,375  
John J. Quicke
     31,458       6,250  
Lawrence J. Ruisi
     10,833       16,250  
Douglas E. Van Houweling
     144,966       8,733  
Subramanian “Sundi” Sundaresh
     695,831       50,000  
Mary L. Dotz
     63,540       41,666  
Marcus D. Lowe
     274,165       13,333  
Anil Gupta
     —       —  
John Noellert
     56,831       16,666  
Directors and executive officers as a group (13 persons)
     1,676,844       199,722  
 
 
(2)
Includes 60,104 shares held in the name of a trust for the benefit of Mr. Loarie and his family.
 
(3)
Steel Partners II, L.P. has sole voting and dispositive power over all of the shares. Steel Partners II GP LLC (“Steel GP LLC”) is the general partner of Steel Partners II, L.P. Steel Partners II Master Fund L.P. (“Steel Master”) and Web L.P. are the sole limited partners of Steel Partners II, L.P. Steel Partners LLC is the investment manager of Steel Partners II, L.P. and Steel Master. Warren G. Lichtenstein is the manager of Steel Partners LLC and the managing member of Steel GP LLC. By virtue of his positions with Steel Partners and Steel GP LLC, Mr. Lichtenstein has the power to vote and dispose of all of the shares beneficially owned by Steel Partners II. Steel Partners II’s address is 590 Madison Avenue, 32nd Floor, New York, New York 10022. All information regarding Steel Partners II is based solely upon the Form 4 filed by it with the SEC on August 10, 2009.

(4)
Dimensional Fund Advisors, L.P. (“Dimensional”) reported that it has sole voting power with respect to 10,080,851 shares and sole dispositive power with respect to 10,398,708 of the shares. Dimensional furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (these investment companies, trusts and accounts are collectively referred to as the “Funds”). All of the shares are owned of record by the Funds. Dimensional’s address is Building One, 6300 Bee Cave Road, Austin, Texas 78746. All information regarding Dimensional is based solely upon its Schedule 13F-HR filed by it with the SEC on August 10, 2009.

(5)
Barclays Global Investors UK Holdings Limited reported that it had sole voting power with respect to 6,835,832 shares and sole dispositive power with respect to 8,954,025 shares. The address of Barclays Global Investors UK Holdings Limited is 1 Churchill Place Canary Wharf, London, England E14 5HP. All information regarding these entities is based solely upon the Schedule 13F-HR filed by them with the SEC on August 18, 2009.

(6)
Renaissance Technologies LLC (“Renaissance”) reported that it had sole voting power with respect to 8,379,908 shares and sole dispositive power with respect to 8,536,870 shares. Renaissance’s address is 800 Third Avenue, 33rd floor, New York, New York 10022. All information regarding Renaissance is based solely upon the Schedule 13F-HR filed by it with the SEC on August 13, 2009.
 
 
III-2
 
 
PRELIMINARY CONSENT STATEMENT — SUBJECT TO COMPLETION, DATED
September 22, 2009

WHITE CONSENT CARD
 
CONSENT OF STOCKHOLDERS OF ADAPTEC, INC. TO ACTION WITHOUT A MEETING:
 
THIS CONSENT SOLICITATION IS BEING MADE BY STEEL PARTNERS II, L.P. (“SP II”), STEEL PARTNERS HOLDINGS L.P.,
STEEL PARTNERS LLC, STEEL PARTNERS II GP LLC, WARREN G. LICHTENSTEIN, JACK L. HOWARD AND JOHN J. QUICKE
 
 
Unless otherwise indicated below, the undersigned, a stockholder of record of Adaptec, Inc. (the “Company”) as of the record date established for determining  stockholders  entitled to consent to the following actions (the “Record  Date”), hereby  consents  pursuant to Section  228(a) of the Delaware General Corporation Law with respect to all shares of common stock of the Company (the “Shares”) held by the  undersigned to the taking of the following actions without a meeting of the stockholders of the Company:
 
IF NO BOX IS MARKED FOR A PROPOSAL, THE UNDERSIGNED WILL BE DEEMED TO CONSENT TO SUCH PROPOSAL, EXCEPT THAT THE UNDERSIGNED WILL NOT BE DEEMED TO CONSENT TO THE REMOVAL OF ANY CURRENT DIRECTOR WHOSE NAME IS WRITTEN IN THE SPACE PROVIDED. SP II RECOMMENDS THAT YOU CONSENT TO PROPOSALS 1-3.

 
 
1.
Repeal any provision of the Adaptec Amended and Restated Bylaws (“the Bylaws”) in effect at the time this proposal becomes effective that was not included in the Bylaws that became effective on May 6, 2009 and were filed with the Securities and Exchange Commission on May 12, 2009.
 
         
¨
  
¨
  
¨
Consent
  
Withhold Consent
  
Abstain

 
 
2.
The removal without cause of Subramanian “Sundi” Sundaresh and Robert J. Loarie as directors of the Company and any other person or persons elected or appointed to the Board of Directors of the Company prior to the effective date of this proposal.
 
         
¨
  
¨
  
¨
Consent
  
Withhold Consent
  
Abstain
 
INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING TO THE REMOVAL OF THE TWO DIRECTORS, CHECK THE APPROPRIATE BOX ABOVE. IF YOU WISH TO CONSENT TO THE REMOVAL OF CERTAIN OF THE ABOVE-NAMED PERSONS, BUT NOT ALL OF THEM, CHECK THE “CONSENT” BOX ABOVE AND WRITE THE NAME OF SUCH PERSON YOU DO NOT WISH REMOVED IN THE FOLLOWING SPACE:
 
 
 
 
 
 
 
3.
Amend Section 2.1 of the Bylaws as set forth on Schedule I to the Consent Statement of SP II, to fix the number of directors serving on the Board of Directors of the Company at seven (7).
 
         
¨
  
¨
  
¨
Consent
  
Withhold Consent
  
Abstain
 
Neither Proposal 1 nor Proposal 2 is subject to, or is conditioned upon, the effectiveness of the other Proposals. The effectiveness of Proposal 3 is conditioned upon the removal of both directors in Proposal 2.  If either Mr. Sundaresh or Mr. Loarie (or any appointees to the Board) are not removed in Proposal 2, the size of the Board will not be fixed at seven (7) and will remain at nine (9).

 
IN THE ABSENCE OF DISSENT OR ABSTENTION BEING INDICATED ABOVE, THE UNDERSIGNED HEREBY CONSENTS TO EACH ACTION LISTED ABOVE.
 
IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED.
 
         
Date:
  
 
  
2009
         
Signature
  
 
    
         
Signature (if held jointly)
  
 
    
         
Title(s):
  
 
    
         
 
Please sign exactly as name appears on stock certificates or on label affixed hereto. When shares are held by joint tenants, both should sign. In case of joint owners, EACH joint owner should sign. When signing as attorney, executor, administrator, trustee, guardian, corporate officer, etc., give full title as such.
 
THIS SOLICITATION IS BEING MADE BY SP II AND NOT ON BEHALF OF THE COMPANY.
 
PLEASE SIGN, DATE AND MAIL YOUR CONSENT PROMPTLY IN THE POSTAGE-PAID ENVELOPE ENCLOSED.
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September 22, 2009
 
 
BY EDGAR AND FEDERAL EXPRESS
 
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Jan Woo, Esq.

 
 
Re:
Adaptec, Inc. (“Adaptec”) or “the Company”)
 
Revised Preliminary Consent Statement on Schedule 14A
 
Filed September 18, 2009 by Steel Partners II, L.P., et al.
 
File No. 000-15071
 
Dear Ms. Woo:
 
We acknowledge receipt of the letter of comment dated September 21, 2009 from the Staff (the “Comment Letter”) with regard to the above-referenced matter.  We have reviewed the Comment Letter with Steel Partners II, L.P. (“Steel Partners”) and provide the following supplemental response on its behalf.  Unless otherwise indicated, the page references below are to the marked version of the enclosed paper copy of the Revised Preliminary Consent Statement on Schedule 14A filed on the date hereof (the “Consent Statement”).  Capitalized terms used herein and not separately defined have the meanings given to them in the Consent Statement.  Our responses are numbered to correspond to your comments.
 
Revised Schedule 14A
 
General
 
1.  
We note that you continue to make statements in your revised proxy statement that appear to directly or indirectly impugn the character, integrity or personal reputation of Adaptec’s Legacy Directors and the Company, or make charges of illegal, improper or immoral conduct without adequate factual foundation.  Please note that characterizing a statement as your opinion or belief does not eliminate the need to provide a factual foundation for the statement; there must be a reasonable basis for each opinion or belief that you express.  Please refer to Note (b) to Rule 14a-9.  Please do not make the following statements without providing a proper factual foundation:

·  
“We do not believe the Company should conduct further speculative acquisitions while stockholder value continues to erode and the current operations lose money.”
 
 
 
 
 
September 22, 2009
Page 2

·  
References to a “scheme” by the Legacy Directors including the statement that you “are referring to what appears to us to have been a disenfranchisement and entrenchment scheme plotted and carried out by [the Legacy Directors].”

We acknowledge your comments.  The Consent Statement has been revised with respect to the statement “We do not believe the Company should conduct further speculative acquisitions while stockholder value continues to erode and the current operations lose money” to remove this reference.  See page 8 of the Consent Statement.

The Consent Statement has been revised with respect to the statement “References to a “scheme” by the Legacy Directors including the statement that you “are referring to what appears to us to have been a disenfranchisement and entrenchment scheme plotted and carried out by [the Legacy Directors].”  See page 1 of the Letter to Stockholders and page 8 of the Consent Statement.

Letter to Stockholders
 
2.  
You state that the Company announced their intent “not to re-nominate potentially two of the three directors elected as part of the December 2007 settlement.  Please tell us how the Company made this announcement and provide any supplemental support for this statement.

We acknowledge your comment.  On a supplemental basis we note that at the board meeting held on August 27, 2009, Doug Van Houweling informed the Board that the Governance and Nominating Committee had “decided” to reduce the Board from nine directors to seven and would only be re-nominating one of the three directors appointed to the Board as a result of the 2007 Settlement with Steel Partners. Mr. Van Houweling also said that he had asked Jack Howard to think about which director appointed to the Board as a result of the 2007 Settlement Steel Partners wanted to remain on the Board.  Please see Item 1 to the Letter dated September 14, 2009 from Joseph Kennedy to Jack L. Howard and John J. Quicke, attached hereto as Exhibit A.  Please note that we have been advised by Messrs. Howard and Quicke that in their view there are several incorrect statements in the September 14 letter and that they intend to respond privately in due course to Mr. Kennedy.  For example, in the September 14 letter, Mr. Kennedy states that “As I recall, Mr. Van Houweling provided the Board insight into the Governance and Nominating Committee process by informing the Board that the Committee was considering whether it was in the best interests of the Company that the size of the Board be reduced from nine members to seven members.”  Messrs. Howard and Quicke recall that Mr. Van Houweling informed the Board that it was the Governance and Nominating Committee’s decision to reduce the size of the Board to seven members and asked Mr. Howard to think about which director appointed to the Board as a result of the 2007 Settlement Steel Partners wanted to remain on the Board.  In addition, the Consent Statement has been revised in response to this comment.  See page 2 of the Letter to Stockholders and page 9 of the Consent Statement.

Reasons for our solicitation, page 8
 
3.  
You state that you have been negotiating a potential resolution with the Board in which you would agree to withdraw this consent solicitation and the Board would allow you to nominate a slate of directors for election at the 2009 Annual Meeting.  Please describe, if material, the specifics of these discussions between the parties.

The Consent Statement has been revised in response to this comment.  See page 3 of the Letter to Stockholders.
 
 
 
 
September 22, 2009
Page 3
 

4.  
Please clarify your statement that the actions by the Legacy Directors undermine the “spirit” of the Settlement Agreement between Adaptec and Steel Partners by disclosing that the Settlement Agreement terminated immediately following the 2007 Annual Meeting, except as to specific provisions in the Settlement Agreement, and the parties are not currently bound to the terms of that agreement.

The Consent Statement has been revised in response to this comment to clarify this statement.  See page 9 of the Consent Statement.
 
5.  
You state that the four non-Legacy Directors requested that the Chairman vote “proceed properly through the Nominating and Governance and Compensation Committees.”  As requested in prior comment 9, discuss the specific provisions in the Company’s Bylaws that allow the Nominating and Governance and Compensation Committees to conduct a vote for Chairman.
 
The Consent Statement has been revised in response to this comment.  See page 2 of the Letter to Stockholders and page 8 of the Consent Statement.
 
6.  
In response to prior comment 10, you state that you received a letter from Mr. Kennedy on September 14, 2009 acknowledging that the term “executive” was used at the Board meeting on August 27, 2009 in describing Mr. Kennedy’s position as chairman.  Please provide this letter to us on a supplemental basis.
 
We acknowledge your comment.  On a supplemental basis we refer to Item 11 of the Letter dated September 14, 2009 from Joseph Kennedy to Jack L. Howard and John J. Quicke.  The Letter is attached hereto as Exhibit A.  As we stated above in Response #2, we have been advised by Messrs. Howard and Quicke that in their view there are several incorrect statements and inconsistencies in the September 14 letter and that they intend to respond privately in due course to Mr. Kennedy.  For example, Mr. Kennedy states in the September 14 letter that “while it is true that the label “executive” Chairman was discussed on August 27, 2009 during the Board meeting, company counsel advised the Board that Adaptec’s bylaws did not have a designation for an executive Chairman.”  We have been advised by Messrs. Howard and Quicke that this is not an accurate recitation of the events that transpired at the August 27 Board meeting.  Messrs. Howard and Quicke have informed us that the Board did, in fact, vote to install Mr. Kennedy as “Executive Chairman” at the August 27 Board meeting, and it was not until the September 4, 2009 Board meeting that company counsel informed the Board that a mistake had been made. Messrs. Howard and Quicke urged the Board that to correct the mistake the Board should first vote to remove Mr. Kennedy as Executive Chairman, as had been approved by the Board, and then vote to elect him correctly as Chairman of the Board.  This approach was rejected and upon advice from company counsel certain members of the Board took the position that the Board had elected Mr. Kennedy as an unofficial “executive” Chairman as opposed to an official “Executive Chairman” at the August 27 Board meeting, and that the Board only needed to confirm the election of Mr. Kennedy as Chairman of the Board at the September 4 Board meeting.
 
7.  
You continue to state in the letter to stockholders and on page 8 that the Board engaged in “unilateral” actions that excluded four directors, without providing proper clarification.  We note your disclosure regarding private discussions prior to the Board meeting, but you also indicate that the Board actions were taken during a meeting of the full Board of Directors.  Please clarify your references to “unilateral” actions by the Board.  Further, as requested in prior comment 11, clarify your reference to a “stockholder representative” and discuss how this representative differs from other members of the Board who owe fiduciary duties to the Company.
 
The Consent Statement has been revised in response to this comment to clarify the nature of the actions taken by the Board and the Legacy Directors in particular.  See page 1 of the Letter to Stockholders and page 8 of the Consent Statement.  In addition, the Consent Statement has been revised to remove the reference to “stockholder representative.”  See page 2 of the Letter to Stockholders and page 9 of the Consent Statement.
 
 
 
 
September 22, 2009
Page 4
 
 
Proposal 2 - The Removal Proposal, page 12
 
8.  
Please expand on your disclosure regarding why you believe that Messrs. Sundaresh and Loarie are the “most responsible for the Company’s poor performance and who are most at odds” with what Steel Partners believes is the proper strategic direction for the Company.
 
The Consent Statement has been revised in response to this expand the disclosure relating to why Steel Partners believes that Messrs. Sundaresh and Loarie are the “most responsible for the Company’s poor performance and who are most at odds” with what Steel Partners believes is the proper strategic direction for the Company.  See page 12 of the Consent Statement.
 
Proposal 3 - Authorized Director Proposal
 
9.  
We note your response to our prior comment 15 that you do “not see any potential negative effects on stockholders if the Authorized Director Proposal is approved.”  We note your argument that a nine member board is too large for the size of the Company.  Revise your disclosure to describe the potential negative effects of the approval of the proposal.  For example, would it be easier for a third party or group to gain control of the board if it is smaller in size?
 
We acknowledge your comment.  On a supplemental basis, we note that given the provisions of the Bylaws, we do not believe reducing the size of the Board would have an effect on the ability of a third party to gain control of the Board.  Directors are elected annually. We do not believe there is a material difference between a 9-member board and a 7-member board in terms of the 7-member board being more susceptible to a takeover than the 9-member board.  A third-party would only have to nominate one additional director if seeking control of the 9-member board.
 
Further, we see little evidence of the benefits traditionally associated with larger boards, such as greater and more diverse resource generating interlocking relationships, in the current situation.  In fact, we believe the current situation is demonstrative of an often cited problem of larger boards: that large boards tend to be contentious and fragmented, which reduces their ability collectively to monitor and oversee senior management.
 
*     *     *     *     *
 
 
 
 
September 22, 2009
Page 5
 
 
We have been fully responsive to the Staff’s comments.  The Staff is invited to contact the undersigned with any questions it may have. Please note the consent process commenced on September 3, 2009 as a result of Steel Partners delivering its written consent to the Company and that Steel Partners has 60 days from September 3, 2009 to obtain the written consent from the holders of a majority of the outstanding shares of the Company that are entitled to vote.  Accordingly, we would appreciate your prompt advice as to whether the Staff has any further comments or Steel can commence its solicitation.  We will of course fill in all blanks when the definitive consent solicitation statement is filed with the Commission.
 
Very truly yours,
 
/s/ Steve Wolosky

Steve Wolosky
 
Enclosure
 
cc:
Warren Lichtenstein
 
Jack Howard
 
John Quicke
 
 
 
 
 
September 14, 2009
 
Jack L. Howard
John J. Quicke
590 Madison Avenue, 32nd Floor
New York, NY 10022
 
Dear Gentlemen:
 
I am in receipt of your September 10, 2009 letter in which you make numerous representations concerning events that purportedly transpired at recent Adaptec Board of Directors’ meetings and in which you accuse five board members of acting both inappropriately and illegally. As Chairman of the Board, I take very seriously any suggestion that Adaptec’s Board or its members may have acted improperly. As such, I feel that it is necessary to respond to each of the fifteen bullet points in your letter.
 
Before addressing the actions of the directors, I must say that some of your concern seems to arise from a misunderstanding of what constitutes Board action and of Cooley Godward Kronish’s role as an outside counsel to Adaptec. First, Cooley is counsel to the company, not the Board of Directors. I have never understood Cooley to represent the interests of any board member, some board members or the “full Board of Directors.” As company counsel, Cooley’s role has always been, and will continue to be, to provide legal advice to the Company, including management and the Board of Directors. Second, Board action is any action voted upon by a majority of the Board. Board action does not include proposals, deliberations, discussions or the like. Board action only occurs after a vote by the Board upon a motion by a member and that is seconded by a member. As such, I do not understand how raising a topic for discussion during a board meeting can run afoul of Adaptec’s corporate governance principles, best practices for proper board procedure or board protocol.
 
As for the specific points raised in your letter, you should understand the following:
 
1.  
I have spoken to Mr. Van Houweling. He recalls Mr. Howard telling him that in his (Mr. Howard’s) view, an annual meeting of stockholders should be postponed due to the Blackstone process. However, as Mr. Van Houweling told Mr. Howard, both as of late August 2009 and today, no individual or entity had expressed any interest in purchasing the Company’s assets, much less submitted an offer. Accordingly, Mr. Van Houweling expressed the view that an annual stockholder meeting would be required to elect a new slate of directors. This would necessitate a meeting of the Governance and Nominating Committee. Thus the board materials circulated to members on August 24th indicated that a meeting of the Governance and Nominating Committee was scheduled for August 27th, as part of the two-day board meeting.
 
You also state that Mr. Van Houweling presented a proposal to the Board to reduce the size of Adaptec’s board from nine members to seven members. Mr. Van Houweling never made such a proposal. As I recall, Mr. Van Houweling provided the Board insight into the Governance and Nominating Committee process by informing the Board that the Committee was considering whether it was in the best interests of the Company that the size of the Board be reduced from nine members to seven members. I believe that it is proper and appropriate for Mr. Van Houweling, as chairman of the Governance and Nominating Committee, to inform the Board about topics that the Committee is considering.
 
 
 
 
 
That being said, if your recitation of a probable sale of the Company’s assets prior to this Board meeting was correct, then I would be very concerned about the fact that your employer, Steel Partners, purchased 580,563 shares of Adaptec stock between August 6, 2009 and August 11, 2009, while you were in possession of material, non¬public information obtained through your role as a director. The same holds true for Steel Partners’ purchase of 977,100 share of Adaptec stock on September 8, 2009. I would appreciate your explanation as to why you felt such purchases were legally permissible as well as the rationale for Steel’s adoption of a Rule 10b5-1 trading plan pursuant to which Steel Partners commenced purchases on September 14, 2009.
 
2.  
First, it is inaccurate to assert that there were no reasons given for removing Mr. Howard as Chairman of the Board, and that there was no discussion of the duties that I would undertake as Chairman. The Board discussed my experience in leading technology companies and this experience was the reason for my appointment as Chairman. Beyond the regular duties of Chairman of the Board, I was directed at that meeting to work with Mr. Sundaresh in reviewing the Company’s plans and strategic activities. This will be a significant deviation from Mr. Howard’s tenure as Chairman of the Board. During his tenure, I am unaware of any involvement that Mr. Howard had with Mr. Sundaresh concerning the Company’s plans and strategic activities beyond Board meetings. Second, according to the Charter for the Governance and Nominating Committee, that Committee is not responsible for identifying and recommending a Chairman of the Board. As such, there was no need for Mr. Van Houweling to discuss his proposal with that Committee before making the proposal to elect me as Chairman to the full board. In fact, the Corporate Governance Principles state the Board is responsible for appointing a Chairman. Third, while it is true that the label “executive” Chairman was discussed on August 27, 2009 during the Board meeting, company counsel advised the Board that Adaptec’s bylaws did not have a designation for an executive Chairman. In addition, in light of the duties and role that the Board was contemplating, the “executive “ label was not appropriate because I was not being asked to become an executive of Adaptec, but rather to work more directly with the Company’s Chief Executive Officer to assist Mr. Sundaresh in meeting the Company’s objectives.
 
3.  
I don’t recall that Mr. Jensen advised the Board not to vote on a motion put to the Board for a vote at the August Board meeting. As I recall, there was a discussion concerning Mr. Sundaresh’s performance as CEO and also a discussion concerning whether the Board should take a vote of confidence concerning Mr. Sundaresh’s performance as CEO. Earlier that day, Mr. Jensen advised the Board that anything other than a unanimous vote on a matter could be harmful to the Company should a dissident stockholder instigate litigation against the Company or the Board in a stockholder lawsuit, because such a vote could be used as evidence against the Company or the Board. In the end, no motion concerning Mr. Sundaresh was ever proffered to the Board for a vote at that meeting, which was a decision made by the entire Board.
 
 
 
 
 
It is true that Mr. Jensen, as Company counsel, met with certain Board members the morning of August 26, 2009, before the Board meeting began. As I indicated previously, Mr. Jensen is the Company’s counsel, not counsel to the Board of Directors or any individual director. Beginning in 2007 and through to the present, Steel Partners and its representatives have repeatedly threatened to launch a proxy contest or take similar action if proposals made by Steel Partners were not followed by the Company. Within the context of this hostile Board environment, certain members of the Board sought advice from Company counsel immediately prior to the meeting. Again, as you are aware from your board service, it is common for individual Board members or a number of them to consult with Company counsel.
 
4.  
It is not accurate to say that I was dismissed from Omneon. During my five year tenure as Omneon’s CEO, that company enjoyed tremendous growth and became a recognized leader in the industry. While it is true that my vision for Omneon was at odds with the Board at the end of my tenure with Omneon, it was my decision to resign from Omneon. Further, as noted above, the Governance and Nominating Committee Chairman was not required to review the proposal to appoint me as Chairman of the Board. My continued Board membership following my departure from Omneon was considered in late 2008 when the Governance and Nominating Committee deliberated about the director nomination slate for the 2008 annual stockholder meeting and the full Board approved my re-nomination. My employment status was disclosed in Adaptec’s proxy statement for the 2008 meeting. As such, the Governance and Nominating Committee did not have any obligation to once again assess whether it was appropriate for me to remain on the Board based upon my decision to resign from Omneon.
 
5.  
It is my understanding that Section 144 of the Delaware General Corporation Law does not apply to the vote that took place in August 2009 to elect a new Chairman of the Board. Even under your legal analysis, which I do not agree with, both Mr. Howard and I would have been “interested directors” in connection with the vote for a new Chairman of the Board and, as such, both of us would have had to abstain on the basis of being “interested.” If that had occurred, the resolution still would have passed.
 
6.  
The Company was under no obligation to file a Form 8-K with the Securities and Exchange Commission to announce my appointment as Chairman of the Board. Again, you are under the incorrect impression that the “executive” label that was used by the Board had some legal effect. It did not. Because I did not become a principal executive officer, president, principal financial officer, principal accounting officer, principal operating officer or a person performing similar functions, the Company had no legal requirement to file a Form 8-K. In fact, the Company voluntarily filed the Form 8-K on September 8, 2009 in large part to correct any misunderstanding in the market that may have arisen based upon erroneous information provided by Steel Partners in its Schedule 14A filed with the Securities and Exchange Commission on September 4, 2009.
 
7.  
The Board meeting held on September 4, 2009 was set in accordance with Section III(B) of the Company’s Corporate Governance Principles. The agenda for the September 4 Board meeting was specifically discussed on August 27, 2009, during the regularly scheduled meeting of the Board. There is no requirement that a Board agenda be in writing. In addition, appropriate background materials were circulated to all Board members before the September 4 Board meeting commenced. As such, the requirements of Section III(B) were fulfilled.
 
 
 
 
 
8.  
As I stated above, Mr. Jensen does not represent any individual director, group of directors or even the Board of Directors. He is counsel to the Company. It was inappropriate for representatives of Steel Partners to request that its outside counsel attend the September 4 Board meeting.
 
9.  
I could make several points with respect to this item, but let me just state that it has been my experience that company counsel regularly prepares draft resolutions in anticipation of votes that may occur during a board meeting. Draft resolutions have no force or effect. The fact that Mr. Jensen circulated a draft resolution that was never passed does not give rise to any wrongdoing.
 
10.  
I have reviewed the resolutions circulated by Mr. Jensen that were passed during the September 4 Board meeting and they accurately reflect the final resolutions that were voted upon and approved by the Board. As I recall, Mr. Jensen circulated draft resolutions during the September 4 Board meeting. After deliberation, the Board made four changes to the proposed resolutions, and Mr. Jensen orally recited those four changes right before the resolutions were voted upon and unanimously passed (with one abstention). As such, your statement concerning the inaccuracy of those resolutions is not correct. Further, as you know, we discussed these resolutions at our Board meeting on September 13, 2009 and approved a new delegation to the Committee.
 
11.  
Again, as I stated above, it is true that the Board used the label “executive” on August 27, 2009 when it nominated and elected me the Chairman of the Board. Based upon the duties that were discussed on August 27, 2009 and clarified on September 4, 2009, it was clear that my role with the Company, as approved by the Board, was not that of an executive officer as defined under Rule 16a-1(f) of the Securities Exchange Act of 1934, but rather as a hands-on Chairman. As you may recall, Mr. Jensen provided the Board advice on the issue of whether I am “independent” under applicable NASDAQ rules and the Board concluded that the additional duties of the Chairman did not convert the Chairman into an executive officer.
 
12.  
It is false to suggest that Mr. Howard did not receive additional compensation for acting as Chairman of the Board. He received $10,000.00 per year for his service as Chairman. Mr. Castor, as Chairman of the Compensation Committee, recommended to the Board that I be paid $8,000.00 per month as Chairman, based upon the expectation that I would be working with Mr. Sundaresh approximately two days per week. It is my understanding that during Jack’s tenure as Chairman, he never worked directly with Mr. Sundaresh or any other Adaptec employee and merely presided over meetings of the Board. Also, there is nothing inappropriate with Mr. Castor recommending the level of compensation for the newly-elected Chairman. According to the Company’s bylaws, the Board has the power and authority to approve the compensation levels for all Board members and the Board at the August 26-27, 2009 meeting very explicitly delegated to Mr. Castor. as Chairman of the Compensation Committee, the duty to make that recommendation for approval by the full Board.
 
13.  
It would have been misleading to use the label “executive” in announcing my appointment as Chairman on the Board in the Form 8-K filed with the Securities and Exchange Commission on September 8, 2009, given that I am not an executive officer as defined under Rule 16a-1(f) of the Securities Exchange Act of 1934. As noted above, the filing was a voluntary disclosure.
 
 
 
 
 
14.  
First, I am unaware of any waste of corporate assets by the “Legacy Directors.” As I recall, it was the Steel Partner directors who recommended to the Board in early 2009 that the Company hire Blackstone to review strategic alternatives. That recommendation was unanimously approved by the Board. If you believed that hiring an investment bank was a “significant” waste of corporate assets, you each had a fiduciary obligation to raise that issue before the Board voted to hire Blackstone. Likewise, if at any time while Blackstone was advising the Board you felt that the Board should no longer utilize Blackstone’s services due to a conflict of interest, you each had a fiduciary duty to timely raise that issue.
 
Second, there is no evidence that the “Legacy Directors” displayed any “indifference” during the process of reviewing strategic alternatives. Based upon my personal observations, all nine directors have seriously considered the findings and recommendations made by Blackstone to increase stockholder value and there were extensive discussions among board members concerning Blackstone’s report to the Board. As I recall, Mr. Sundaresh and two other Board members voted against approaching strategic buyers because the last time Adaptec approached strategic buyers, the Company lost both customers and key employees due to leaks resulting from that process. Based upon this prior experience, Mr. Sundaresh did not believe that it was in the best interests of the Company to approach strategic buyers at this time.
 
Third, your description of the process with respect to the potential acquisition of “Butterfly” does not comport with what transpired at the Board meeting. The process of reviewing Butterfly and other potential acqUisition targets was proceeding for several months in parallel with the review by Blackstone of a potential sale of assets or other structure, as you are well aware from your service on the Board committee overseeing that process. At the August meeting, the Board unanimously voted in favor of having Mr. Sundaresh continue conducting due diligence with respect to Butterfly and discussed metrics to negotiate valuation in a manner favorable to the Company. Blackstone’s analysis merely placed some values on Butterfly, based on various financial metrics. Since the Company has not had any discussions with Butterfly regarding valuation, Blackstone could not and was not asked to comment on a proposed price. Blackstone also concluded the acquisition may be strategically advantageous, given complementary customers and other strategic synergies.
 
Fourth, I am very concerned about your discussions with two prospective buyers and the allegations that Mr. Sundaresh conditioned a “deal” on his being retained as CEO. Since it appears that you have specific first-hand knowledge, I would like to know the identity of these prospective buyers and when your discussions took place. If your allegations are true that Mr. Sundaresh made such a statement to prospective purchasers, then he may have breached his duty of loyalty. In addition, if these claims are true, you may have breached your duties as a director by not raising this issue with the Board or the Governance and Nominating Committee when you first learned about the statements. I suggest that you contact Mr. Van Houweling at your earliest convenience and provide him with all information you have concerning this allegation.
 
 
 
 
 
15.  
It is appropriate for Mr. Van Houweling, as Chairman of the Governance and Nominating Committee, to seek out and screen potential board candidates. He has provided you and other Board members with background and contact information concerning certain potential board candidates. Those individuals, along with the incumbent directors, will be evaluated, discussed and voted upon by the Governance and Nominating Committee before that committee makes a recommendation to the full Board for the 2009 slate of directors. To date, Mr. Van Houweling has not made a motion to the Board to approve any candidate for the 2009 slate, but you have been, and will continue to be, provided with notice of all Board and committee meetings.
 
Based upon the above, it is inappropriate to claim that the behavior of the “Legacy Directors” has been in any way nefarious. I wish to make the same point in response to Jack’s email to Fellow Board Members dated September 13, 2009. Since September 4, 2009, the Governance and Nominating Committee has only acted within the scope of the duties set forth in that committee’s charter and as expanded by the Board on September 4. In particular, the Governance and Nominating Committee has been working on identifying candidates to nominate for the director slate for the upcoming annual stockholder meeting and dealing with the consent solicitation and proxy fight launched without warning by Steel Partners — nothing more. If either of you believe that Doug or I, in our capacity as members of the Governance and Nominating Committee have taken any actions outside the scope of those two subjects, please let me know. If not, then both the September 10 letter and the September 13 email fail to set forth any specific facts to support your claim that certain board members have breached their fiduciary duties to stockholders. While I can appreciate that there is a strong disagreement among some individual board members concerning the best course to maximize stockholder value, this does not, in and of itself, create a breach of fiduciary duty.
 
I am concerned about the tone and timing of your letter, which appears to be in furtherance of the specific agenda of Steel Partners, rather than in furtherance of the best interests of the Company and its stockholders. As such, I want to take this opportunity to remind you both that you are bound by the duties of care and loyalty to the Company and all of its stockholders, not just the interests of Steel Partners. While it is true that Steel Partners is a significant stockholder, Steel Partners’ interests are not necessarily aligned with that of the non- hedge fund stockholders.
 
 
 
 
 
I also want to take this opportunity to remind you of your contractual obligations under the 2007 settlement agreement that was entered into by Steel Partners and Adaptec. Under that Agreement, Steel Partners and the Steel Partners board representatives agreed to keep in confidence all information disclosed by Adaptec and its Board to Steel Partners and the Steel Partners board representatives. Steel Partners’ Schedule 14A filed with the Securities and Exchange Commission on September 4, 2009 appears to be in violation of the non-disclosure provisions of that agreement. Please consider yourselves warned. I trust that there will be no further violations of that agreement.
 
Sincerely,
 
 
/s/ Joseph Kennedy
 
Joseph Kennedy
 
cc:
Adaptec’s Board of Directors
 
Eric Jensen, Esq.