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):

January 31, 2006

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 1.01.  Entry into a Material Definitive Agreement.

On January 31, 2006, Adaptec, Inc. (“Adaptec” or the “Company”) and one of its wholly owned subsidiaries signed a definitive agreement with Sanmina–SCI Corporation and its wholly owned subsidiary, Sanmina-SCI USA, Inc. (the”Definitive Agreement”), for the sale of Adaptec’s Original Equipment Manufacturer (“OEM”) block-based systems business for $14.6 million, of which $5.0 million will be received over the next two years.  In addition, Sanmina-SCI USA agreed to pay Adaptec contingent consideration of up to an additional $12.0 million if certain revenue levels are achieved over the next three years. Sanmina intends to operate Adaptec’s OEM block-based business within Sanmina-SCI’s Original Design Manufacturing (“ODM”) subsidiary, Newisys.

Under the terms of the Definitive Agreement, Sanmina-SCI USA will assume most OEM contracts for Adaptec block-based systems customers.  The sale of the OEM block-based systems business, in terms of future expected revenues, represents approximately half of the planned divestiture of the systems business that was included in discontinued operations as of December 31, 2005.  In return, Sanmina-SCI USA will supply Adaptec with block-based system products for the continued sale through the channel.  This arrangement will cease upon identifying a buyer for the remainder of the Company’s systems business, which represents block- and file-based systems, including Snap-branded solutions. At that time, the new buyer would assume the supply agreement and channel distribution of all products of the systems business.

The Company expects to record a gain of approximately $13.0 million, subject to final closing adjustments, on the sale of the OEM block-based systems business in the fourth quarter of fiscal 2006, which will be recorded in “Income (loss) from disposal of discontinued operations, net of taxes,” in the Consolidated Statements of Operations. The Definitive Agreement will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ending March 31, 2006.  A press release regarding this transaction is included as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits
(d)	Exhibits

Exhibit No.	Description of Exhibit
99.1	Press release issued by the Company on January 31, 2006.

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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: February 6, 2006

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release issued by the Company on January 31, 2006.

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EX-99.1

Exhibit 99.1

Editorial Contact:	Investor Contact:
Mary Camarata	Marshall Mohr
Adaptec, Inc.	Adaptec, Inc.
408-957-1630	408-957-6773
mary_camarata@adaptec.com	marshall_mohr@adaptec.com

ADAPTEC ANNOUNCES SALE OF ITS BLOCK-BASED SYSTEMS ASSETS AND
COLORADO-BASED TECHNOLOGY CENTER TO NEWISYS, A SANMINA-SCI COMPANY

MILPITAS, Calif. – January 31, 2006 – Adaptec, Inc. (NASDAQ: ADPT), a global leader in storage solutions, today announced that it has signed a definitive agreement regarding the sale of Adaptec’s OEM block-based systems business to Sanmina-SCI’s Original Design Manufacturing (ODM) subsidiary, Newisys.

“As we fielded interest from many parties regarding the planned divestiture of Adaptec’s Systems Business, it became clear that we could maximize shareholder value by splitting the sale into two categories – block-based systems sold to OEMs and block- and file-based systems, including Snap branded solutions, sold primarily through the channel,” said S. “Sundi” Sundaresh, president and CEO of Adaptec. “Newisys is well known for delivering high quality solutions to OEMs that minimize capital investments and accelerate time-to-market. We believe that Adaptec’s OEM systems customers will benefit through increased investment in systems R&D, an enhanced support infrastructure and improved operational efficiencies with Newisys and Sanmina-SCI.”

“Adaptec’s block-based systems products are built on a solid, modular platform of interoperable components, systems and software that can be leveraged to deliver a full range of unique storage solutions,” said Don Johnson, chief technology officer of Sanmina-SCI’s Computing & Storage Systems Division. “For storage systems OEMs, it is all about getting to market faster, at a lower cost and with higher quality standards than the competition. The Adaptec block-based systems technology combined with Sanmina-SCI’s global infrastructure, quality, and reputation in the marketplace deliver an unbeatable offering for storage systems OEM customers.”

Under the terms of the agreement, Newisys will assume most OEM contracts for Adaptec block-based systems customers.  Through a licensing agreement, Adaptec will continue to supply certain hardware and software components to Newisys. Similarly, Newisys will provide Adaptec with block-based system products for sale through the channel including the recently released Serial-Attached SCSI-enabled Adaptec SANbloc S50 JBOD.

Additional information will be provided in a Form 8-K that will be filed with the Securities and Exchange Commission in connection with these agreements, as well as during Adaptec’s third quarter 2006 conference call currently scheduled for today at 1:45 p.m. Pacific Time. See www.adaptec.com/investor for more details.

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. 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: identifying potential buyers for the Systems business; market demand for RAID products; 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-Q for the quarter ended June 30, 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 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, medium and small businesses and consumers worldwide. Adaptec is an S&P Small Cap 600 Index member. For more information, go to www.adaptec.com.

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