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):

June 28, 2005

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On June 28, 2005, Adaptec, Inc. issued a press release updating its first quarter fiscal 2006 revenue expectations.  A copy of Adaptec’s press release announcing these revised revenue expectations is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this report shall not be treated as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly stated by specific reference in such filing.

Item 9.01.Financial Statements and Exhibits

(c)Exhibits

The exhibit listed below is furnished pursuant to Item 2.02 hereof and shall not be deemed “filed” under the Securities Exchange Act of 1934.

99.1Press release issued by Adaptec, Inc. on June 28, 2005.

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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.

ADAPTEC, INC.
By:	/s/ Marshall L. Mohr
Marshall L. Mohr
Vice President and Chief Financial Officer
		Date: June 30, 2005

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1*	Press release issued by Adaptec, Inc. on June 28, 2005.

*This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934.

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EX-99.1

Exhibit 99.1

Editorial Contact:	Investor Contact:
Mary Camarata	Marshall Mohr
Adaptec, Inc.	Adaptec, Inc.
408-957-163	408-957-6773
mary_camarata@adaptec.com	marshall_mohr@adaptec.com

ADAPTEC UPDATES FIRST QUARTER FY 2006 FINANCIAL GUIDANCE

MILPITAS, Calif. – June 28, 2005 – Adaptec, Inc. (NASDAQ: ADPT), a global leader in storage solutions, today announced that the Company expects revenue for the first quarter of fiscal 2006 will range from $103 to $106 million, approximately 7%-10% below the low end of the Company’s revenue range projected in the earnings conference call on April 28, 2005.

The Company indicated that the average selling price for its components in the channel have declined as demand continues to shift to lower cost SATA solutions and motherboards that contain built-in SCSI I/O functionality.  In addition, systems sales to both OEM and channel customers have been lower than previously projected.

Adaptec noted that its first quarter of fiscal 2006 ends on June 30, 2005*. Revenue described in this release is based on management’s best estimates and remains subject to completion of the fiscal quarter. Although the expected loss per share will exceed previous projections, the Company will provide the actual loss per share during its regularly scheduled quarterly earnings conference call.

The Company will provide additional information and commentary regarding the Company’s financial and operating results during its regularly scheduled quarterly conference call on July 28, 2005 at 1:45 p.m. PDT. This call will be webcast and can be accessed via Adaptec’s IR web site at www.adaptec.com/investor. A replay will be available following conclusion of the call on Adaptec’s Investor Relations web site or for one week.

Safe Harbor Statement

This news release 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, as amended. Forward-looking statements include statements regarding future events or the future performance of Adaptec including, but not limited to, statements of our anticipated revenue and loss per share for the first quarter of our fiscal year 2006. These forward-looking statements are based on current expectations, forecasts and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. These risks include: increased market demand for lower cost SATA solutions and motherboards containing SCSI I/O functionality in the channel; difficulty in forecasting the volume and timing of customer orders; reduced demand in the server, network storage and desktop computer markets; our target markets’ failure to accept, or delay in accepting, network storage and other advanced storage solutions, including our SAS, SATA and iSCSI lines of products; decline in consumer acceptance of our current products; the timing and volume of orders by OEM customers for storage products; our ability to control and manage costs associated with the delivery of new products; and the adverse effects of the intense competition we face in our business. For a more complete discussion of risks related to our business, reference is made to the section titled “Risk Factors” included in our Quarterly Report on Form 10-K for the year ended March 31, 2005, on file with the Securities and Exchange Commission. Adaptec assumes no obligation to update any forward looking information that is included in this release.

About Adaptec

Adaptec, Inc. (NASDAQ: ADPT) provides trusted storage solutions that reliably move, manage, and protect critical data and digital content. Adaptec’s software and hardware-based solutions are delivered through leading Original Equipment Manufacturers (OEMs) and channel partners to provide storage connectivity, data protection, and networked storage to enterprises, government organizations, ISPs, medium and small businesses, and consumers worldwide. Adaptec is an S&P Small Cap 600 Index member. More information is available at www.adaptec.com.

* The first quarter of fiscal 2006 ends July 1, 2005.  For presentation purposes, Adaptec financial statements show it as ending on the last day of the calendar month.