0001104659-03-028882.txt : 20031219 0001104659-03-028882.hdr.sgml : 20031219 20031218185959 ACCESSION NUMBER: 0001104659-03-028882 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031216 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAPTEC INC CENTRAL INDEX KEY: 0000709804 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 942748530 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 031063407 BUSINESS ADDRESS: STREET 1: 691 S MILPITAS BLVD STREET 2: M/S25 CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4089458600 MAIL ADDRESS: STREET 1: 691 SOUTH MILPITAS BLVD STREET 2: M/S25 CITY: MILPITAS STATE: CA ZIP: 95035 8-K 1 a03-6406_18k.htm 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported):

December 16, 2003

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

Delaware	0-15071	94-2748530
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

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

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

Item 5. Other Items

On December 16, 2003, Adaptec, Inc. issued a press release announcing that it intended to offer $150 million of convertible senior subordinated notes to qualified institutional buyers in accordance with Rule 144A of the Securities Act of 1933, as amended. A copy of Adaptec’s press release dated December 16, 2003 is attached as Exhibit 99.1 and is incorporated herein by reference.

On December 17, 2003, Adaptec issued a press release announcing that it had priced its offering of $200 million of convertible senior subordinated notes due 2023, an increase over the $150 million aggregate principal amount previously announced. Adaptec also announced that it granted the initial purchasers a 30-day option to purchase up to an additional $25 million in principal amount of the notes. A copy of the press release is attached as Exhibit 99.2 and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits

Exhibit Nos.		Description of Exhibits

99.1		Press release issued by Adaptec, Inc. on December 16, 2003.

99.2		Press release issued by Adaptec, Inc. on December 17, 2003.

SIGNATURE

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

Dated: December 19, 2003

ADAPTEC, INC.

By:	/s/ Marshall L. Mohr
Marshall L. Mohr
Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Nos.		Description of Exhibits

99.1		Press release issued by Adaptec, Inc. on December 16, 2003.

99.2		Press release issued by Adaptec, Inc. on December 17, 2003.

EX-99.1 3 a03-6406_1ex99d1.htm EX-99.1

Exhibit 99.1

Press Release

Adaptec Announces Proposed Convertible Senior Subordinated Notes Offering and Simultaneous Convertible Bond Hedge and Warrant Transactions

Milpitas, Calif.-December 16, 2003-Adaptec, Inc. (NASDAQ: ADPT) today announced its intent to offer, subject to market and other conditions, $150 million aggregate principal amount of its Convertible Senior Subordinated Notes due 2023. The company will make its offering to only qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The notes will be convertible into the company’s common stock under certain circumstances at a conversion price to be determined.

Adaptec intends to grant the initial purchasers a 30-day option to purchase up to $25 million aggregate principal amount of additional notes.

Adaptec intends to use a portion of the net proceeds of the intended offering to repurchase some of its outstanding 3% Convertible Subordinated Notes due 2007.

Adaptec also intends to use a portion of the net proceeds to fund separate convertible bond hedge and warrant transactions it will enter into with an affiliate of one of the initial purchasers with respect to its common stock, limiting potential dilution from conversion of the notes. Adaptec expects to purchase U.S. government securities to be pledged to the trustee under the indenture as security for the first ten scheduled interest payments under the notes.

Any remaining net proceeds will be used for working capital and general corporate purposes, which may include the acquisition of businesses, products, product rights or technologies.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

The securities to be offered will not be registered under the Securities Act of 1933 or any state securities laws and unless so registered may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and applicable state securities laws.

Safe Harbor Statement

Information in this release about this offering includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 that involve risks and uncertainties. Actual events could differ materially from our current expectations. Factors that could cause or contribute to such differences include, but are not limited to, risks associated with our business and general economic conditions. These and other factors are risks associated with our business that may affect our operating results are discussed in the section titled “Risk Factors” included in our Form 10-Q for the quarter ended September 30, 2003, on file with the Securities and Exchange Commission. Adaptec assumes no obligation to update this information or the Risk Factors included in its Form 10-Q for the quarter ended September 30, 2003.

About Adaptec

Adaptec Inc. (NASDAQ:ADPT) provides end-to-end storage solutions that reliably move, manage and protect critical data and digital content. Adaptec provides software and hardware solutions for storage connectivity and data protection, storage networking and networked storage subsystems to leading OEM and distribution channel partners. Adaptec

solutions are in use by enterprises, ISPs, medium and small businesses and consumers worldwide. Adaptec is an S&P Small Cap 600 Index member.

Editorial Contact		Investor Contact

Caroline Yu Adaptec, Inc. t: 408-957-2324 e: caroline_yu@adaptec.com		Marshall L. Mohr Adaptec, Inc. t: 408-957-6773 e: marshall_mohr@adaptec.com

EX-99.2 4 a03-6406_1ex99d2.htm EX-99.2

Exhibit 99.2

Press Release

Adaptec Announces Pricing of Private Offering of Convertible Senior Subordinated Notes

MILPITAS, Calif., December 17, 2003 - Adaptec, Inc. (Nasdaq: ADPT) today announced the pricing of a private offering of $200 million aggregate principal amount of its 3/4% Convertible Senior Subordinated Notes due 2023. This amount is an increase over the $150 million aggregate principal amount previously announced. In addition, Adaptec has granted the initial purchasers a 30-day option to purchase up to $25 million aggregate principal amount of additional notes.

The notes are convertible into Adaptec’s common stock, under certain circumstances, at an initial conversion rate of approximately 85.44 shares per $1,000 principal amount of notes, subject to adjustment. At the initial conversion rate, the notes will be convertible into common stock at a conversion price of approximately $11.70 per share. This represents a 40 percent premium based on the last reported sale price of Adaptec’s common stock on the Nasdaq National Market on December 16, 2003 of $8.36. The notes will be issued in a private placement and are expected to be resold by the initial purchasers to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933. The offering is expected to close on December 22, 2003.

Adaptec intends to use the net proceeds to:

• purchase approximately $125 million aggregate principal amount of its outstanding 3% Convertible Subordinated Notes due 2007;

• enter into separate convertible bond hedge and warrant transactions with an affiliate of one of the initial purchasers. The convertible bond hedge is designed to offset dilution from conversion of the notes. The warrant entitles the holder to acquire shares of our common stock at a price in excess of the conversion price of our existing 3% Convertible Subordinated Notes due 2007; and

• purchase U.S. government securities to be pledged to the trustee under the indenture as security for the first ten scheduled interest payments under the notes.

The remaining net proceeds will be used for working capital and general corporate purposes, which may include the acquisition of businesses, products, product rights or technologies.

Safe Harbor Statement

Information in this release about this offering includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934 that involve risks and uncertainties. Actual events could differ materially from our current expectations. Factors that could cause or contribute to such differences include, but are not limited to, risks associated with our business and general economic

conditions. These and other factors are risks associated with our business that may affect our operating results are discussed in the section titled “Risk Factors” included in our Form 10-Q for the quarter ended September 30, 2003, on file with the Securities and Exchange Commission. Adaptec assumes no obligation to update this information or the Risk Factors included in its Form 10-Q for the quarter ended September 30, 2003.

About Adaptec

Editorial Contact

Caroline Yu
Adaptec, Inc.
t: 408-957-2324
e: caroline_yu@adaptec.com