10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2012

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             .

Commission file number: 0-27122

ADEPT TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	94-2900635
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
5960 Inglewood Drive, Pleasanton, CA	94588
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code: (925) 245-3400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.001 par value	NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨  Yes    ý  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    ¨  Yes    ý  No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

ý  Yes    ¨  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  ¨	Non-accelerated filer ¨	Smaller reporting company  ý
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    ý  No

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold on the Nasdaq Global Market as of the last business day of the registrant’s most recently completed second fiscal quarter (December 31, 2011) was $17,467,824. Shares of common stock held by each officer and director and by each person who beneficially owns 10% or more of common equity of the registrant may be deemed to be affiliates of the registrant.

As of September 19, 2012, approximately 10,558,841 shares of the registrant’s common stock, $0.001 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the 2012 Annual Meeting of Stockholders to be held on November 9, 2012, referred to as the Proxy Statement, are incorporated by reference into Parts 1 and III hereof.

*

ADEPT TECHNOLOGY, INC.

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page
	PART I
	Cautionary Note Regarding Forward-Looking Statements	1
Item 1.	Business	1
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	17
Item 2.	Properties	17
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosures	18
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6.	Selected Financial Data	20
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	34
Item 8.	Financial Statements and Supplementary Data	34
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	34
Item 9A.	Controls and Procedures	34
Item 9B	Other Information	36
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	36
Item 11.	Executive Compensation	37
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	37
Item 13.	Certain Relationships and Related Transactions, and Director Independence	37
Item 14.	Principal Accounting Fees and Services	37
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	38
	Signatures	46

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PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements principally but not exclusively in the sections entitled “Business,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Controls and Procedures.” In some cases, you can identify forward-looking statements by terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “expect,” “believe,” “estimate,” “predict,” “potential,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on these statements. We discuss many of these risks and uncertainties in this Annual Report on Form 10-K in greater detail under the heading “Risk Factors.” Also, these statements represent our estimates and assumptions only as of the date of the filing of this Annual Report on Form 10-K with the SEC, and we undertake no obligation to publicly update or revise these forward-looking statements.

In this report, unless the context indicates otherwise, the terms “Adept,” “we,” “us,” and “our” refer to Adept Technology, Inc., a Delaware corporation, and its subsidiaries.

This report contains trademarks and trade names of Adept and other companies. Adept has 203 trademarks of which 21 are registered trademarks, some of which include the Adept Technology logo. Our trademarks include (among others): AIM^®, HexSight^®, Adept Cobra™, Adept Python™, Adept SmartServo™, AdeptOne™, AdeptSix™, AdeptViper™, AdeptVision™, AdeptQuattro™, Adept Anyfeeder™, Adept ACE™, Motivity by MobileRobots™, PatrolBot™, Adept PAC™ and  SoftPic™.

ITEM 1. BUSINESS

We are a global, leading provider of intelligent robots and autonomous mobile solutions and services that enable customers to achieve precision, speed, quality and productivity in their assembly, handling, packaging, testing and logistical processes in both fixed repetitive and unstructured environments.

Adept helped pioneer the robotics industry, and with more than 25 years of operating expertise, we continue to lead in the development of innovative robotics solutions to meet the changing needs of automation. Our robotics solutions are targeted at automated applications and processes that require precision, flexibility and high productivity. Through sales to systems integrators, distributors, original equipment manufacturer (“OEM”) partners and end-user companies, we provide specialized, cost-effective robotics systems, software and services to emerging automation markets, including packaging, logistics, medical and solar; as well as to the disk drive/electronics market and traditional industrial markets, including industrial automation and automotive electronics.

Our product range includes application software, integrated real-time vision and multi-axis motion controls, machine vision systems and software, autonomous navigation software and controls, industrial robots and grippers, autonomous service robots, intelligent automated guided vehicles (referred to as AGVs), and advanced vision-based flexible parts feeders. Our core offering combines our motion controls systems with application software, which we generally sell together with our own vision-guidance technology and/or our robot mechanisms. A key differentiator for us is our vision guidance technology, which is tightly integrated with our motion controls technology.

Our headquarters are in Pleasanton, California and we also maintain facilities in New Hampshire, France, Germany, Singapore and Shanghai for business operations, sales and customer support. We were founded and incorporated in California in 1983 and reincorporated in Delaware in 2005. Our common stock is traded on the NASDAQ Global Market under the symbol “ADEP.”

We operate in two segments: Robotics and Services and Support. Revenue from our Robotics segment accounted for approximately 83% of our total revenues in fiscal 2012 and approximately 78% of revenues in fiscal 2011. Revenue from our Services and Support segment accounted for approximately 17% of our total revenues in fiscal 2012 and approximately 22% of revenues in fiscal 2011. Additional information about our results for the last two years for these segments is provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.

The Need for Automation

Key benefits of automation include improved control, efficiency and productivity, higher and more consistent quality, and improved record-keeping. For decades, industries such as automotive assembly and electronics have used robotic systems in

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their manufacturing operations to stay competitive, reduce costs and provide a safer environment for workers. Such industries are heavily dependent on automation to manufacture, assemble and package their products. In many other industries, the use of automation is only just beginning, spurred by changes in the regulatory and competitive environment, and always with a focus on achieving greater productivity at a lower cost.

Packaging

The use of packaging around commercial products continues to increase, as factors such as expediency, variety and safety have become more important to consumers. Additionally, packaging can deliver benefits such as convenience, branding or market differentiation. Increased use of packaging in various consumer products is fueling the need for automation to address the challenges that arise in the packaging process. These challenges include the need for flexibility, the need to maintain a clean or sterile environment, the ability to process high volumes and the ability to track products that are perishable or that may pose future unknown risks. Cost considerations are also an important catalyst for automated packaging, particularly in applications such as food, where products are often packaged locally for reasons including freshness, regional branding or specific regulatory requirements. Automation is often a more cost efficient alternative to maintaining a relatively larger number of employees as productivity can be achieved more quickly, in less space and with less risk of contamination.

Additionally, in packaging applications such as food or consumer goods, the need for flexibility is becoming more pronounced as manufacturers strive to provide more variety for their customers. This is causing the line to blur between packaging and related activities such as warehousing and distribution. For example, a snack food producer might want to pack cartons for a particular destination with a bundled product offering versus a single product offering.

Logistics

One of the largest sectors where logistics is of primary consideration is in warehousing and distribution. According to the U.S. Census Bureau, 10,448 warehouse and storage facilities were in operation within the United States in 2008 with employment of 577,851 workers who earned annual wages of nearly $21 billion. Managers of these processes are faced with multiple operational and environmental challenges while simultaneously facing ever increasing customer service requirements. Automation is more often a financially attractive alternative to manual processes for not only the labor cost savings, but also due to the potential improvements in productivity, order accuracy, reduced space requirements, increased volume capacity, and control of inventory. While this growth in automation is occurring, there is also a need for supply chains to become more agile to serve rapidly changing markets. To address these divergent requirements, automation is being required to offer heightened levels of flexibility. This is increasingly achieved through the use of mobile technologies such as autonomous indoor vehicles (referred to as AIV) and their associated control and software solutions. Modern AIV solutions not only offer the operational gains mentioned above, but represent significant savings for their users when deployment and total cost of ownership are compared to more traditional forms of automation.

Medical

In the United States healthcare spending is a significant component of the economy. Factors such as high healthcare costs, an aging population and legislation of the industry, including the legislation ensuring access to medical care and limiting procedure-based payments to providers, are driving the increased use of automation within the medical market to lower costs and increase efficiency. Automation is used in the medical market for a range of medical, pharmaceutical and healthcare related applications, including the manufacture of medical devices; the automation of repetitive operations in diagnostic and pharmaceutical labs; automated processing of mail-order pharmaceutical sales; automated transportation tasks in hospital environments; and computer assisted robot-based surgical procedures. Automation provides many advantages, including minimizing opportunities for contamination; ensuring consistency and precision of processes; documentation of all process steps for subsequent tracking or review; enhancing efficiency by freeing highly skilled workers for other tasks; and reducing overall costs.

Solar

The growing desire of consumers and governments for reduced dependence on oil, natural gas and coal and global concerns about fossil fuel pollution and climate change are spurring the commercial development of solar panels to provide clean, renewable energy. However, the equipment infrastructure and the expertise to manufacture solar energy devices are in an early phase of development. Today, government subsidies and technological expertise are fueling the first concentrated development of solar manufacturing in certain regions, such as Germany and the Silicon Valley of California. Additionally, manufacturers in Asia are ramping up their build capacity for solar cell production. While economic concerns are currently constricting the pace of this development, over the next several years, solar energy production is expected to increase in almost every area of the world. Similar to the semiconductor industry, the solar market is expected to be cyclical, with periods of investment in capacity followed by periods of capacity absorption.

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Automation brings benefits at many stages of the delicate and exacting process of solar cell and panel manufacturing. For example, automation allows manufacturers to produce higher volumes in less space, ensures that product specifications can be precisely replicated to ensure consistent product quality, and reduces breakage to enable higher yields. Based on similarities in processes and products, the solar industry is expected to develop along similar lines as the heavily automated semiconductor industry over the longer term. Consequently, automation will likely continue to be an important tool for manufacturers as solar cell and panel production technology evolves. Improvements to the technology such as smaller wafer dimensions, larger die size and a larger number of pins will create additional challenges in terms of consistency, quality and yield.

Disk Drive/Electronics

The combination of high volumes and continual price erosion in the disk drive/electronics market has long demanded the use of automation to ensure the highest yields at the lowest cost. Automation solutions are used to help manufacture and assemble a host of electronic products such as computer disk drives, cell phones and printer cartridges and components. This market is very cyclical in terms of its investment in automation technology, with periods of significant investment in adding capacity or enhancing existing systems typically followed by periods of relatively low investment.

Automotive and Industrial

Automation enables important benefits in the automotive and industrial markets, including higher yields, better and more consistent quality and lower cost. In automotive applications, automation can provide the speed and precision required to handle small, high volume components such as sensors and electronic components. In industrial manufacturing applications, the automation of machine tools and other industrial equipment provides a more productive and safer alternative to human labor. Additionally, automation plays an important role in containing costs in high labor cost regions such as Europe, where governmental policies have encouraged automotive and industrial manufacturing to remain local.

Adept’s Automation Solutions

Our business is focused on delivering intelligent, flexible automation products, solutions, components and services for assembly, packaging, warehousing and logistics, automated transportation, material handling inspection and lab automation applications under two operating segments: Robotics and Services and Support. Financial information regarding our two segments is included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 11 of our Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

Our Robotics segment provides intelligent motion controls systems, vision inspection and guidance systems, autonomous navigation software and controls, production automation software and both industrial and service robot mechanisms to customers. With motion controls at the core, any of the other product components we offer can be combined to offer our customers a tailored solution to address specific application requirements.

Our Services and Support segment provides support services to customers, including spare parts for and/or remanufacture of robot mechanisms, information regarding the use of Adept’s automation equipment, ongoing support for installed systems, consulting services for applications, and training courses ranging from system operation and maintenance to advanced programming for manufacturing engineers who design and implement automation lines.

We market and sell our products worldwide through more than 200 systems integrators, distributors and OEMs as well as our direct sales force. Systems integrators and OEMs may add their own application-specific hardware and software to our products, resulting in solutions that are sold to Global 1000 companies across a range of industries.

Robotics Segment

We are a pioneer and market innovator in developing intelligent robotics and advanced control systems. Our systems are designed for easy integration, deployment and use. We offer a unique industrial robotic control system that combines tightly integrated vision, motion control and geometric object recognition. This tight integration helps to reduce development costs, risks associated with precision applications and the total cost of implementation, and is a key differentiator for us. We believe our vision-guided robotics systems remain the most robust and proven solutions in the market today.

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Our robotic offerings are organized under 3 categories:

Core

• The widely employed 4-axis Cobra family of robots, which are SCARA (Selective Compliance Assembly Robot Arm) robot mechanisms designed for assembly and material handling tasks;

• Adept Quattro™ parallel robots for high-speed packaging, assembly and loading/unloading applications;

• Adept Viper 6™-axis articulated robots for high-speed precision assembly;

• Modular Adept Python™ single axis robot mechanisms that are highly configurable by the user;

MobileRobots

• Adept Courier™, a small autonomous vehicle that simplifies the everyday task of moving goods, materials, samples, or parts around an office or production environment;

• Adept MT400™, an intelligent mobile robotic platform that combines the high payload capable mobile base with an on-board motivity controller and software for automatic map generation and guidance.

Packaging Solutions

• Adept PAC™ and SoftPIC™, a machine platform and grippers for loading and packaging jobs in the food industry.

To address the needs of our customers, we continue to expand our robot product lines and to develop advanced software and sensing technologies that enable robots to perform a wider range of functions.

We utilize our portfolio of high-performance motion controllers, application development software, vision-guidance technology, autonomous platform design, AGV fleet management technology and high-reliability robot mechanisms to deliver automation solutions that meet our customers’ increasingly complex manufacturing and automation requirements. We offer our customers comprehensive and tailored automation systems that reduce the time and cost to design, engineer and launch products into high-volume production, autonomously transport materials within an unstructured environment or perform repetitive tasks requiring a high degree of precision. The benefits of Adept automation products include increased manufacturing flexibility for future product generations, less customized engineering and reduced dependence on production engineers.

Advanced Controls and Software

Industrial Robotic Control System

Our proprietary industrial robotic control system, consisting of controls and software, is characterized by unique features, including tightly integrated vision, motion control and geometric object recognition; a compact design; scalability; and flexibility. These features combine to offer a powerful controls platform that enables our customers to reduce the cost and optimize the performance of their automation environment. Tight integration of vision and motion controls enables exceptional performance of robot mechanisms, for example, enabling increased dexterity, faster cycle times and better precision. Our controls are the most compact in the automation industry, reducing the footprint of space needed and thus reducing costs for our customers. A scalable design allows our control platform to handle applications ranging from simple to very complex. Additionally, our control system is designed to work with both our own robots and third party robot mechanisms. We also enable manufacturers to coordinate multiple Adept robots with one controls system, using our proprietary digital servo network distributed controls architecture based on the industry standard, high-speed IEEE-1394 FireWire network.

Controls

The Adept SmartController CX is an ultra-compact, high-performance robot and vision controller based on our proprietary SmartServo distributed architecture. The Adept SmartServo distributed servo control network seamlessly integrates motion control for up to 24 axes, vision guidance and inspection, and real-time networking and communications functions. Benefits of Adept SmartController include reduced costs, the smallest form factor in the industry, and simplified installation, wiring, and support while maintaining compliance with domestic and international safety specifications.

Adept MotionBlox technology offers convenient and economical scalability to add one or more axes to any of our robots or our controller system. These self-contained multiple and single channel power amplifiers, with an on-board microprocessor, are mounted directly on (or in) the robot mechanism. Adept MotionBloxServo kits are plug compatible with Adept’s SmartServo distributed servo network. Additionally, our motion controls can be used with third-party robot mechanisms, feeders, servo-controlled conveyors, or other servo and process-control axes.

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Adept controllers are unique in that they are able to operate both with our own robots and with third-party European and Japanese robotic systems and to enable higher performance from all these robots. With more than 35 kinematic models, or configurations of controls and robot mechanisms, we are able to control and integrate multiple vendor products and systems.

Vision

Integrated vision is a key differentiator for Adept robotic solutions. Our AdeptVision™ family offers highly integrated machine vision products that are used for robot guidance and inspection applications. Utilizing proprietary geometric object recognition, the integration of our controller and vision systems software enables high speed vision applications such as vision servoing and on-the-fly vision refinement. For inspection applications such as gauging and dimensioning, the AdeptVision™ product is sold as an integrated inspection vision system comprised of a SmartController CX with an embedded vision board and software.

AdeptSight integrates PC-based vision with our robotic and motion control product and is designed to work seamlessly with our overall product line of robots, making the development and use of vision location, guidance and inspection applications simpler, faster, and more powerful. Based on our unique object locating technology, AdeptSight is a complete package that includes the application toolset, the vision software, vision and vision-to-robot calibration wizards, the camera and lens and the accessories to provide a complete out-of-the-box solution.

Software

Adept Automation Control Environment (ACE) ™ is a real-time application software environment designed to make it easier to program, integrate and deploy one or more robots. Targeted at packing, handling and assembly applications in the packaging, solar and medical markets, ACE™ integrates the functionality of sophisticated robot applications such as robot motion, robot location, vision, conveyor tracking, and communications in a comprehensive, easy to use graphical application software interface. ACE™ is built on the Microsoft^®.NET platform, making it easy to install on any PC and compatible with the Microsoft Windows^® application environment. Adept developed the first modern programming language for robots, and our V+ real-time programming language allows software developers to create automation software systems and is the key enabling technology for our intelligent automation approach. This comprehensive programming environment provides a high-level language coupled with a multitasking operating system and built-in capability for integrating robots, machine vision, sensors, workcell control and general communications. These capabilities enable the development of sophisticated application software that can adaptively control mechanical systems based upon real-time sensory input while simultaneously maintaining communication with other factory equipment.

Enhanced application development and configuration capabilities for packaging applications are also available through our ACE PackXpert™ software, which is specifically designed to speed deployment of packaging applications in automated environments. PackXpert™ builds upon Adept ACE™ for the packaging product line. Targeted at natural food packaging, PackXpert™ contains an operator interface built on Adept ACE™ that leverages the functionality of Adept ACE™ for packaging applications. PackXpert™ provides recipe management and statistics on the operation of Adept PAC™ packaging cells. Designed for the touch screen and targeted for machine operators, the software provides an easy to use interface for operating Adept PAC™ equipment.

Adept ePLC Connect is a PLC interface enabling the entire Adept product line of robots to be programmed using Rockwell & Siemens PLC-based robot programming language. The Adept ePLC Connect provides a network for robots using Ethernet/IP connectivity. By eliminating the need to learn a new programming language, the ePLC Connect simplifies the installation and support of the robots, and maximizes the existing automation investment.

Mobile Robots

To support our autonomous service robots and intelligent AGVs, we offer Motivity™ controls and software. The Motivity Core controls drive-motors, handles autonomous navigation, avoids obstacles, docks AGVs for charging, provides communications to a base station or Fleet Appliance and can control onboard accessories. As an extension of Motivity, the Fleet Appliance helps with the setup and management of large fleets of robots, allowing all robots to operate identically to each other with minimal set up time required. Map and configuration updates can be made to the Fleet Appliance, and the changes are automatically pushed out to each robot in the fleet. The Fleet Appliance also helps reduce load on the wireless Ethernet infrastructure, by acting as a proxy for all of the robot data, such as location, battery state, and task status. This allows multiple robots, clients, and other interface applications to communicate with each robot without increasing the bandwidth requirements, thereby leaving valuable Wi-Fi space for handheld scanners and other mobile devices.

Motivity software enables users to easily configure our mobile robot systems using drag and drop commands. Motivity MobileEyes provides a means to set up, implement and monitor robots and also can be used as a monitoring station or command and control station for users. MobilePlanner enables quick and easy customization of robots for the job at hand,

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allowing application designers to create missions, tasks, behaviors and personalities appropriate for their specific workplace, whether an industrial plant or a hospital patient’s room.

Adept Robot Mechanisms

Core Robots

We provide a broad range of robot mechanisms to address different markets and application needs. Each of these robot mechanisms offers unique features and capabilities, but all share a common software and hardware control platform (as described above in “Advanced Controls and Software”), which provides a more integrated, high performance and cost effective environment for our customers. Our broad product line allows systems integrators and end users to develop automation solutions for many industries and applications.

Our most widely deployed robots are the Cobra family, which are 4-axis SCARA (Selective Compliance Assembly Robot Arm) robot mechanisms, designed for assembly and material handling tasks such as cell phone assembly, disk drive and printer head assembly and cosmetic kitting. SCARA robots utilize a combination of rotary and linear joints for high speed, high precision material handling, assembly and packaging. Our Cobra series robots are considered light-duty SCARA mechanisms that can be table or ceiling mounted and offer an efficient range of motions in limited space. Our Cobra robots can also be connected to our SmartController for integrated motion and vision or multi-mechanism configurations. Our Cobra robots include the Adept Cobra™ s600, Adept Cobra™ s800, Adept Cobra™ s350 and Adept Cobra™ Clean Room/ESD s350. We also offer an embedded controller version of the Cobra line with the iCobra family, consisting of the Adept Cobra™ i600 and Adept Cobra™ i800 and an inverted (ceiling mounted) SCARA robot, the Cobra s800 Inverted IP65.

Adept Quattro™ is a unique, proprietary four-parallel arm robot specifically designed for high-speed packaging and material handling. Introduced in February 2007, our Quattro has achieved the fastest growth of any Adept robot product. The Adept Quattro™ currently offers the highest performance and most compact footprint in the automation industry. It is further differentiated by simplicity of integration and programming, which minimizes the use of engineering resources. Adept Quattro™ is targeted at applications such as loading/unloading, inspection, categorization and solar panel assembly in the solar industry and kitting, carton and case packing applications in the food, consumer goods, cosmetics and pharmaceutical industries.

The AdeptViper™ robot family consists of 6-axis articulated robots that combine speed and precision with a higher degree of flexibility and dexterity than traditional SCARA mechanisms. AdeptViper™ robots are targeted at precision assembly applications that require complex or fine manipulation of materials or products, for example, specialty assembly of components following curvatures or edges such as specialized electronic components, or surgical assist procedures. The AdeptViper™ s650 and AdeptViper™ s850 are designed for either table mounting or ceiling mounting and have a 5 kilogram maximum payload capacity. The AdeptViper™ s1300, Adept Viper™ s1700, Adept Viper™ s1700D, and Adept Viper™ s2000 six-axis robots are extended-reach and higher-payload versions of the s650 and s850 robots models. These larger robots are well suited to handling heavier payloads such as solar panels.

Adept Python™ Linear Modules are single axis devices, similar in function to our Cobra robots, but sold as modular units that can be configured by the user to form application specific custom robot mechanisms ranging from two to four axes. Target markets for Adept Python™ products include disk drive/electronics and automotive electronics. Each Adept Python™ Module is powered by Adept MotionBlox, an integrated single axis motion controller and power amplifier, which reduces the amount of software programming and cabling required in a workcell or robotic system that performs a specific automation function. Additionally, Adept offers Clean Room Class 1 ESD versions of the Adept Python™ robot for precision assembly and handling applications in the solar, disk drive/electronics and medical markets.

Mobile Robots

Our mobile robots include autonomous service robots and intelligent AGVs. Our mobile robots are available for both indoor and outdoor environments and come in a variety of platform designs. All platforms have easily accessible I/O ports, which allow partners or users to add proprietary accessories, functionality and interfaces to the component base with Motivity Developer Modules. Each platform provides space for mounting utility storage, actuators or custom shells for application development and branding. For indoor applications, a more sophisticated platform is available that includes an embedded PC for partner software to reside and control. This is designed to facilitate development of robot assistants, security robots, tour guides, robotic kiosks, and other applications requiring interaction with people.

Packaging Solutions

Our Adept PAC™ is a machine platform for loading and packaging jobs in the food industry. The Adept PAC™ product line includes a highly flexible platform for handling and loading different types of irregular, non-uniform products and the SoftPic™ which contains the patented gripping technology, utilizing food grade silicone materials to enable the module to

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conform to the various shapes and textures of fresh and frozen products.

Service and Support Segment

Adept Service and Support is dedicated to assuring the productivity of every Adept product installed at a customer location. We offer on-going training, service and applications support to our customers, and maintain a program of spare parts supply, field upgrades, and factory repair and remanufacturing capabilities. In some industries, ongoing support is a critical component of our overall solutions offering, and we work closely with our customers to configure the automation system that will best address their specific requirements.

We provide “evergreen” product paths that support our customers with service and upgrades for all products, including those no longer in production, to ensure that an investment in flexible automation from Adept will continue to be productive for the duration of a project or production requirement.

Our service and support organization includes a staff located at our headquarters and field personnel who are based in the United States, Europe and Asia to support customers worldwide.

Our product training personnel develop and deliver training courses on subjects ranging from basic system maintenance to advanced programming, which are offered through Adept offices and customer sites throughout the world.

Our field service organization maintains and repairs our products on location at the end user’s facilities. Personnel based at our service centers provide advice to customers on spare parts, product upgrades and preventative maintenance. We also operate toll-free telephone support lines to provide advice on issues such as product usage, software programming structure, layout problems and system installation.

In addition, our California manufacturing facility provides factory repair and remanufacture services which ensure that Adept products will continue to be productive over the extended time frames common for automated production lines.

Customers

We sell our products to systems integrators, distributors, Global 1000 companies and OEMs. Our robotics solutions are targeted at companies that require greater precision, flexibility and productivity in their assembly, handling, packaging and testing processes. Through direct sales to companies, OEMs and via our systems integrators, Adept provides a suite of cost-effective robotics systems and services to the packaging, solar, medical, disk drive/electronics, automotive electronics and industrial markets. In fiscal 2012, one disk drive customer accounted for 7% of the Company's revenues. In fiscal years 2012 and 2011, one primarily solar customer accounted for 6% and 8%, respectively, of our revenues, but our customers vary from year to year. The Company’s business segments and, thus long-term financial results, are not generally dependent upon any single customer. Therefore, the loss of a single customer in the future would not be expected to have a material adverse effect on the Company.

Financial information regarding revenue derived from domestic and international customers and long-lived assets based upon geographic area is included in Note 11 of our Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

Sales and Distribution

We market our products through systems integrators, sales representatives and distributors, our direct sales force and OEMs.

Systems Integrators

We ship a substantial portion of our products through system integrators, and we view our relationships with these organizations as important to our success. We have established relationships with more than 200 system integrators worldwide that provide expertise and process knowledge for a wide range of specific applications. In the United States and Europe, these relationships are generally nonexclusive and not limited to specific geographical territories. In certain other international markets, our integrator relationships may include limited exclusive arrangements for a limited geographical territory in which the integrator markets and supports Adept functions directly. Generally, a systems integrator can purchase both standard and non-standard Adept solutions and components as opposed to OEM arrangements, where generally one standard component or solution is purchased in higher volumes.

Sales Representatives and Distributors

We utilize a network of sales representatives and distributors in many areas of the world to provide cost-effective sales coverage in smaller markets where it is prohibitively expensive for us to allocate direct sales resources. We use a combination

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of exclusive (Adept product only) and non-exclusive sales representatives and distributors who sell our robot and vision guidance products in their standard forms. We also provide service and support for customers who have purchased Adept products through one of our sales representatives or distributors.

Direct Sales Force

We employ a sales force of sales personnel and application engineers that currently is organized around our primary target markets and that sells to both end users and our indirect channel partners. With respect to end users, the sales force directs its efforts to communicate the capabilities of our products and support services and obtain up-to-date information regarding market requirements. Our sales force possesses expertise in automation solutions and advises end users on alternative production line designs, special application techniques, equipment sources and system integrator selection. Our sales force also works closely with systems integrators and OEMs to integrate our product line into their systems, provides sales leads to certain systems integrators and obtains intelligent automation system quotes from systems integrators for end users. As of June 30, 2012, we had 49 employees engaged in sales and marketing.

Some of our larger manufacturing end user customers, to whom we sell directly, have in-house engineering departments that are comparable to a captive systems integrator. These end user customers establish a corporate integrator relationship with us offering benefits similar to those provided to our integrator distribution channel; however, in some cases we may form strategic alliances for certain potentially high volume market opportunities with greater benefits to the customer than exist in system integrator arrangements, although the benefits may come with contractual restrictions.

OEMs

Our OEM customers typically purchase one standard product configuration, which the OEM integrates with additional hardware and software and sells under the OEM’s label to other resellers and end users. Unlike our systems integrator channel, OEMs are responsible for all marketing, sales and customer support and for maintaining the associated spare parts to service the end users of the integrated product.

Research and Development

We focus our research and development efforts on the development of an integrated product line, which furthers our factory automation approach and which reduces costs, enhances performance, and improves ease of use for our customers. Research and development activities are focused on the design of our motion and vision control hardware and the robotic mechanisms that utilize them along with advanced software for vision, motion control and applications.

In both our primary research and development facility in California and our development facility in France, we focus on the development of motion controls, robot mechanisms, vision software, real-time application software and the development of the Adept PAC™ and the next generation MT 400. We also have a development facility in New Hampshire, where we focus on mobile robot technology and platforms, autonomous navigation software and controls.

We have devoted, and intend to devote in the future, a significant portion of our resources to research and development programs. As of June 30, 2012, we had 49 employees engaged in research, development and engineering. Our research, development and engineering expenses were approximately $8.7 million in fiscal 2012, representing 13% of revenues, and $8.2 million in fiscal 2011, representing 14% of revenues.

Manufacturing

The majority of our robot mechanisms are sourced externally and our manufacturing operations, which are located in Pleasanton, California, and Dortmund, Germany, are focused on product assembly, integration and testing. We strategically outsource sub-components of our systems, including electronic assemblies and mechanical mechanisms. Our manufacturing engineering organization develops test processes and detailed instructions for all manufacturing and test operations. These instructions are established in writing, implemented through training of the manufacturing workforce, and monitored to assure compliance. In addition, our manufacturing organization works closely with our suppliers to develop instructions, test methods and to remedy technical or quality problems if they arise.

Certain components and sub-assemblies incorporated into our products are obtained from a single source or a limited group of suppliers. We routinely monitor single source supply parts, and we endeavor to ensure that adequate inventory is available to maintain manufacturing schedules should the supply of any part be interrupted.

Although we seek to reduce our dependence on sole or limited source suppliers, we have not qualified a second source for some of these products and the partial or complete loss of certain of these sources could have a materially negative impact on

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our results of operations and could damage customer relationships.

Backlog

Our product backlog at June 30, 2012 was approximately $7.9 million compared to approximately $12.3 million at June 30, 2011. The decrease in backlog at the end of fiscal 2012 compared to the end of fiscal 2011 is due to a slowdown seen in customer order patterns at the end of fiscal 2012, especially in Europe. Orders placed with delivery dates beyond twelve months from the end of the fiscal quarter are not included in backlog, and thus we expect substantially all backlog at June 30, 2012 to ship during fiscal 2013. Because orders constituting our current backlog are subject to changes in delivery schedules and in certain instances may be subject to cancellation without significant penalty to the customer, our backlog at any date may not be indicative of demand for our products or actual revenues for any period in the future.

Employees

At June 30, 2012, we had 183 employees worldwide. Of the total, 49 were engaged in research and development, 49 in sales and marketing, 23 in service and support, 36 in operations, and 26 in finance and administration.

See Part III of this Form 10-K regarding information about our Executive Officers.

Competition

The market for intelligent automation products is highly competitive. We compete with a number of robot companies, motion control companies, and machine vision companies. Many of these companies are larger or have more resources than Adept. Many of our competitors in the robot market are integrated manufacturers of products that produce robotics equipment internally for their own use and may also compete with our products for sales to other customers. The basis for competition typically centers on price and performance. We believe that we favorably compete on the basis of higher performance, additional capabilities, greater combination of speed, precision and flexibility, and better support of our product line.

Our principal competitors in the SCARA robot and linear modules markets (including our Adept Cobra™ and Adept Python™ robots) include subsidiaries of Japanese companies, including Epson Corporation, Yamaha Corporation, Denso Corporation and IAI America, Inc. We also compete with a small group of European companies, principally Stäubli Corporation. Adept robots are differentiated by integrating more sophisticated controls and vision technology along with embedded controls.

In the parallel robot market, the primary competition for our Adept Quattro™ robot comes from ABB Robotics division, FANUC Robotics and Kawasaki Heavy Industries. The Adept Quattro™ robot offers higher performance and a more compact control solution than its competing products.

In the 6-axis robot market where we sell our AdeptViper™ robots, we compete with the above companies, as well as manufacturers of 6-axis robots including ABB Robotics division, FANUC Robotics, Inc., and Yaskawa Electric Corporation. In the 6-Axis robot market, Adept offers strong performance and more sophisticated controls and software.

In the machine vision market, our primary competition is from Cognex Corporation. Cognex Corporation has a broader, more extensive product line than Adept, but is focused on machine vision only.

The mobile robot market is fragmented and application focused and consequently in the portion of the industry we serve, we do not have direct competitors. Other companies that participate in this market include Aethon, Inc., InTouch Health, IRobot Corporation, and Seegrid Corporation.

See a further discussion of our competitive position in the section entitled “Risk Factors” below.

Intellectual Property

Because our success and competitiveness depends to an extent on the technical expertise, creativity, and knowledge of our personnel, we utilize patent, trademark, copyright, and trade secret protection to safeguard our competitive position. At June 30, 2012, we had 32 patents issued and current on various innovations in the field of robotics, motion control, and machine vision technology. In addition, we use non-disclosure agreements with customers, suppliers, employees, and consultants. We attempt to protect our intellectual property by restricting access to proprietary information through a combination of technical and internal security measures. There can be no assurance, however, that any of the above measures will be adequate to protect the proprietary technology of Adept. Further, effective patent, trademark, copyright, and trade secret protection may be unavailable in certain foreign countries.

Seasonality

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Historically, orders have been lower in the first half of our fiscal year and higher in the second half of our fiscal year, with a decline during the first quarter of each fiscal year due, in part, to the concentration of sales into the European market, which typically experiences a pronounced summer holiday season. Revenues in each quarter will vary based on European market seasonality and on the particular timing of major programs to key customers.

Foreign Operations

We operate globally, with corporate headquarters in Pleasanton, California and European headquarters in Dortmund, Germany. Our principal executive offices are located at 5960 Inglewood Drive, Pleasanton, California 94588 and our telephone number at that address is (925) 245-3400. Additionally, we lease sales and operations facilities in New Hampshire, France, Singapore and Shanghai. See "Properties" for a further discussion of our offices and facilities.

Availability of SEC Filings

We make available through our website our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports free of charge as soon as reasonably practicable after we electronically file such material with the Securities and Exchange Commission. Our Internet address is www.adept.com. Our Form 10-K and proxy statement are made available on our website promptly after filing with the SEC and many of our corporate governance documents, including our Code of Business Conduct, are also available on our corporate website. The content on our website is not, nor should be deemed to be, incorporated by reference into this Annual Report on Form 10-K. Additionally, documents filed by us with the SEC may be read and copied at the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Our filings with the SEC are also available to the public through the SEC’s website at www.sec.gov.

ITEM 1A. RISK FACTORS

Our operating results fluctuate due to factors that are difficult to forecast, are often out of our control, and can be volatile.

Our past operating results may not be accurate indicators of future performance, and you should not rely on such results to predict our future performance. Our operating results have fluctuated significantly in the past, and could fluctuate in the future. Factors that may contribute to fluctuations include:

• changes in aggregate capital spending, cyclicality and other economic conditions, or domestic and international demand in the industries we serve;

• our ability to effectively manage our working capital;

• changes in our products’ market acceptance or demand;

• new products or changes in pricing, by us, our distribution channels, or our competitors;

• pricing and availability of components and raw materials;

• changes in our product mix from quarter to quarter affecting our gross margins;

• our failure to manufacture a sufficient volume of products in a timely and cost-effective manner;

• our inability to adjust certain fixed costs and expenses for changes in demand;

• impact of our restructuring activities on our operations;

• currency exchange rate fluctuations;

• shifts in geographic concentration of our sales or supply;

• seasonal fluctuations in demand and our revenue;

• our ability to expand our product offerings; and

• extraordinary events such as litigation, claims or mergers and acquisitions.

We generally recognize revenues upon shipment, or in certain cases upon receipt by customers. As a result, our net revenues and results of operations are affected by the timing of orders received and shipped. A significant percentage of our shipments occur in the last month of each quarter. This can make it difficult to reliably forecast the demand level for our products for a particular quarter. Further, an order cancellation, reduction or delay in shipments near the end of a fiscal period may cause sales to fall below expectations and harm our operating results for that period. We have and may also enter into agreements requiring

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us to accept certain orders meeting agreed criteria and to hold specified levels of inventory available. To address these difficulties, we periodically stock inventory levels of completed robots, machine controllers and certain strategic components. As a result, our operating results vary, our stock price is volatile, and we may not be able to achieve or sustain our profitability on a quarterly or annual basis.

We have experienced operating losses and negative cash flow in the past, and have limited liquidity resources, which could impair our ability to invest in growth and adversely affect our operations.

We have experienced operating losses and negative cash flow, and if our projected revenue fails to increase or our expenses exceed current expectations, we may not be able to take advantage of market opportunities, adequately respond to competitive pressures or fully execute our business plan. In June 2012, we raised approximately $3.1 million in connection with our public offering of common stock, and in September 2012, we raised approximately $7.6 million of net proceeds, after estimated expenses, in connection with our preferred stock financing. While these financings have increased our cash resources, we had approximately $5.5 million of debt outstanding at June 30, 2012, and though we are under no restrictions at this time regarding transferring cash from our foreign operations to our U.S. operations, regulatory restrictions impeding our ability to transfer foreign cash reserves may occur in the future, and we may have limited access to a portion of those existing cash balances. We depend on the cash raised from our recent financings, our credit facility and funds generated from operating activities to meet our operating requirements and execute our growth plan. Our preferred stock entitles the holders thereof to quarterly dividends at a fluctuating rate of up to 4%, provides for certain elective installment payments in cash or stock subject to certain equity conditions, and is redeemable in 2016 and upon certain trigger events. We do not anticipate paying any dividends on our common stock. Additionally, our credit facility includes interest based upon our outstanding amounts and subjects us to certain financial and operating covenants, the failure of which would prevent us from borrowing. If we are unable to obtain and maintain sufficient capital on favorable terms, it could undermine our flexibility to pursue additional expansion opportunities and could limit the working capital available to our business, harming our operating results

We depend on outsourced manufacturing and information technology capabilities and single source suppliers, and if we experience disruptions in this supply or prices increase, our business may suffer.

We outsource most of our manufacturing functions, and obtain many key components, materials and mechanical sub-systems from sole or single source suppliers. We have limited contracts or guaranteed supply arrangements with these suppliers, and the lack of alternate sources and lengthy qualification process for replacement suppliers involves significant risks. These risks include whether or not new suppliers will provide adequate quantities with sufficient quality on a timely basis, and the risk that supplier pricing may be higher than anticipated. If we are unable to obtain necessary items on a timely basis, at acceptable prices, and of sufficient quality, we could lose current or future business. In the past, we have experienced quality control or specification problems with certain components provided by sole source suppliers, and have had to design around the particular flawed items. Any quality issues could result in customer dissatisfaction, lost sales, or increased warranty costs, and could harm our results of operations.

Any significant price increase or disruption of our supply sources could interrupt our product shipments, require reengineering, and damage customer relationships. If our suppliers cease manufacturing components that we require, we may need to purchase a significant amount of inventory that could lead to an increased risk of inventory obsolescence. Finally, if we incorrectly forecast product mix for a particular period and we are unable to obtain sufficient supplies of any components or mechanical sub-systems on a timely and cost-effective basis due to long procurement lead times, our business could be substantially impaired.

Global economic conditions currently affecting our customers and suppliers may also negatively affect our financial results by decreasing our revenues and increasing our risk of credit-related losses.

The global economic downturn over the last five years and the following European debt crisis has created a widespread slowdown in capital investment, manufacturing, and demand for consumer products particularly in our disk-drive and solar markets. In response, our suppliers have or may increase their prices or reduce their output. Some of our customers (including systems integrators) have, and may continue to defer, reduce or cease to place orders for our products, or may delay or default on their payment obligations, reducing our revenues or margins or increasing our credit losses, which would negatively affect our results of operations.

Our inability to accurately forecast, or react quickly and adequately to increases or decreases in demand for our products could harm our business and results of operations.

Intelligent automation systems using our products can range in price from $25,000 to $500,000. Accordingly, our success directly depends upon the capital expenditure budgets of our customers, which tend to be cyclical. The economic downturn resulted in cutbacks in capital spending in some of our major markets, and our business has been, and may continue to be, directly and negatively impacted. Industry downturns have been characterized by reduced demand for devices and equipment, production over-capacity, and accelerated declines in average selling prices. During periods of declining demand, we have

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implemented several worldwide restructuring programs to realign our business and lower our expenses accordingly. However, our ability to reduce expenses is limited by our need to retain and motivate key employees, and by our need for continued investment in product engineering, research and development. We also have extensive ongoing customer service and support requirements and must maintain a certain level of inventory to satisfy potential customer commitments, as well as administrative costs that cannot easily be reduced. Further, our failure to effectively manage product transitions or accurately forecast customer demand, in terms of both volume and configuration, may lead to an increased risk of excess or obsolete inventory.

We also must be able to maintain the ability to quickly increase our manufacturing capacity upon an increase in orders or general upturn in any of our markets. Typically, upturns in markets such as disk drive or electronics have been characterized by abrupt demand increases, and production under-capacity. We must be able to ramp up in times of increased demand and hire sufficiently to service our customers, and our inability to do so could cause current or future customers to place orders with our competitors instead.

Our international operations and reliance on foreign suppliers subject us to risks outside of our control that may harm our operating results.

We have significant and expanding operations outside the United States, including a growing Asian presence. Additionally, a substantial majority of our revenue is derived from non-U.S. sales: international sales represented 72% and 71% of revenues for fiscal 2012 and fiscal 2011, respectively. We expect that revenue from our international sales and operations will continue to account for a significant portion of our total revenue. We also purchase some critical components from, and increasingly rely upon, foreign suppliers. As a result, our operating results are subject to the risks inherent in international sales, purchases, and operations which include:

• difficulties coordinating operations subject to differing regulatory regimes;

• unexpected changes in regulatory requirements;

• political, military, and economic instability or turmoil and extraordinary disruptions;

• restrictive governmental actions, such as tariff regulations and other trade barriers;

• transportation costs and delays;

• stringent local jurisdictional requirements favoring local business and organized labor considerations;

• longer payment cycles and greater difficulty collecting accounts receivables from foreign jurisdictions;

• potentially adverse tax rates, tax treatment of our intercompany transactions and consequences; and

• difficulty in obtaining appropriate personnel.

We face exposure to fluctuations in foreign currency exchange rates, as a significant portion of our revenues, expenses, assets, and liabilities are denominated in foreign currencies. Additionally, we make foreign currency-denominated purchases from some foreign suppliers, and thus remain subject to the transaction exposures that arise from foreign exchange movements between the date that the transactions are recorded and the date cash is paid. Continued fluctuations in foreign currencies could negatively impact our business.

As we are subject to the regulatory regimes of numerous governments, we must ensure that our operations comply with all applicable geographic requirements, including changing requirements affecting our business, and business and tax audits, by foreign authorities, the results of which cannot be assessed as to the amount of financial or operational exposure at this time.

In early 2011, we opened a facility in Shanghai, China to capitalize on significant opportunities presented by the Asian markets. We face all the risks inherent in operating in a foreign emerging market where we have not previously operated a facility. Our China-based activities are subject to greater political, regulatory, legal and economic risks than those faced by other operations. There can be no assurance that we will be successful in our expansion in China.

The long sales cycle, customer evaluation and implementation processes of our products may increase the costs of securing sales and reduce the predictability of our earnings.

Our products are technologically complex, and prospective customers generally must commit significant resources to test and evaluate performance, and to install and integrate our products into larger systems. As a result, our sales process is often subject to the evaluation and approval delays that are typically associated with large capital expenditures. The sales cycles for our products often last for many months or even years, and orders expected in one quarter may shift to another or be canceled entirely because of customers’ budgetary constraints or internal acceptance reviews. Longer sales cycles require us to invest

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significant resources in attempting to secure sales that may not be realized in the short term, and therefore may delay or prevent revenue generation. The time required for our customers to incorporate our product into their system can also vary significantly, which further complicates our planning processes and reduces the predictability of our operating results.

Our failure to keep up with rapid technological change and new product development would harm our ability to compete.

The intelligent automation industry is characterized by rapid technological change and new product introductions and enhancements. We must anticipate trends in our customers’ industries and develop products before our customers’ products are commercialized, because many of our products are used by our customers to develop, manufacture, and test their own products. If we do not accurately predict our customers’ needs, we may invest substantial development resources in products that may not achieve broad market acceptance. Further, if we are unable to develop new and enhanced products meeting customers’ changing technical specifications on a timely and cost-effective basis, our products may become uncompetitive or obsolete. We also must make decisions about whether or not to develop and offer products to a given market, and if our judgment of that market is incorrect, our business could be harmed.

The market for intelligent automation products is intensely competitive, which may make it difficult to grow our business or to maintain or enhance our profitability.

Our competitors include robot, motion control, machine vision, and simulation software and packaging companies, many of which have substantially greater resources than we do. Our competitors in the robot market also include integrated manufacturers that produce robotics equipment for internal use, and also compete with our products for sales to other customers. Because they can generate substantial unit volumes to satisfy internal demand, these competitors may have greater pricing flexibility. During the recent economic downturn, we have experienced aggressive price reductions and other accommodations by our competitors, in addition to increased price sensitivity by our customers. We believe that the principal competitive factors affecting the market for our products are:

• product features, functionality, and ease of use;

• price;

• brand quality perception;

• customer service; and

• timeliness, predictability, and reliability of delivery.

Increased competitive pressure and declining barriers to market entry could result in a loss of sales or market share or force us to lower prices. Failure to enhance our brand would impair our ability to increase or maintain our customer base, and we may not be able to compete successfully in the future.

The growth of our business depends upon the development and successful commercial acceptance of our new products.

Our failure to develop, manufacture, and sell new products in quantities sufficient to offset a decline in revenue from existing products or to successfully manage product and related inventory transitions could harm our business. We depend upon a variety of factors to ensure that our new and enhanced products are successfully commercialized, including timely and efficient completion of design and development, implementation of manufacturing processes, and effective sales, marketing, and customer service. Because of the complexity of our products, significant delays may occur in introducing new products, or between a product’s initial introduction and volume production.

The development and commercialization of new products involve many difficulties, including:

• identification of new product opportunities;

• retention and hiring of appropriate research and development personnel;

• determination of the product’s technical specifications;

• successful completion of the development process;

• successful marketing of the new product and achieving customer acceptance;

• managing inventory levels; and

• additional customer service and warranty costs associated with supporting new product introductions and/or effecting subsequent potential field upgrades.

We must expend significant financial and management resources to develop new products. We cannot assure that we will receive meaningful revenue from these investments. If we are unable to continue to successfully develop new products in

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response to customer requirements or technological changes, or our new products are not commercially successful, our business may be harmed.

Our acquisitions of MobileRobots and InMoTx have expanded our business with new technologies and solutions for additional markets, including our Adept PAC™ solutions for complex food processing and packaging applications, and mobile robotic systems, control and software for autonomous robot and AGV applications. We had little or no experience in these markets prior to the completion of these acquisitions and are unable to accurately forecast the future commercial acceptance of these additional product lines.

We generally have no long-term customer contracts and our backlog cannot be relied upon as a future indicator of sales.

We generally do not have long-term contracts with our customers, and existing contracts and purchase commitments may be canceled under certain circumstances. As a result, we are exposed to competitive price pressures on every order, and our agreements with customers do not provide assurance of future sales. Our customers are not required to make minimum purchases and may cease purchasing our products at any time without penalty. Our backlog should not be relied on as a measure of anticipated demand or future revenue, because the orders constituting our backlog are subject to changes in delivery schedules and may be subject to cancellation without significant penalty to the customer. Any reductions, cancellations or deferrals in customer orders would negatively impact us.

We market and sell our products primarily through an indirect channel comprised of third-party resellers not under our control.

We believe that our ability to sell products to systems integrators and OEMs will continue to be important to our success. However, our relationships with these partners are generally not exclusive, and we cannot control the timing or amount of their procurement or marketing of our products. Some systems integrators and OEMs who sell our products also sell products of our competitors. If they choose to promote competing products or simply fail to market our products successfully, our revenue could decrease.

As we enter new geographic and applications markets, we must locate and establish relationships with systems integrators and OEMs to assist us in building sales in those markets. Because of product integration expenses and the large amount of training required, significant time and resources may be required to establish a profitable relationship with a systems integrator or OEM. We may not be successful in establishing or maintaining an effective relationship with new systems integrators or OEMs, which would adversely affect our business.

Our acquisitions of MobileRobots and InMoTx and any future acquisitions may disrupt our business and harm our operating results.

In fiscal 2010 and 2011, respectively, we acquired MobileRobots and InMoTx, and we may acquire other businesses and technologies to further our strategic objectives. We had no prior experience with the autonomous robot and automated guided vehicle technologies market of MobileRobots and our gripping technology of the SoftPic™ products provide a new focus to our food packaging business. We are unable to predict the market acceptance of these additions.

Our acquisitions present risks, including:

• Significant expenditures of cash and dilutive stock issuances;

• difficulties in integrating the product offerings, operations, or workforce;

• difficulties in establishing and maintaining effective uniform standards, controls, procedures and policies;

• the loss of key personnel or customers from either our current business or the acquired company’s business;

• adverse effects on existing relationships with suppliers;

• disruptions of our on-going businesses and diversion of our existing resources;

• difficulties in realizing our financial and strategic objectives of the acquired business;

• negative impact on results of operations due to goodwill impairment write-offs, amortization of intangible assets other than goodwill, or assumption of anticipated liabilities;

• risks of entering new markets in which we have limited or no previous experience;

• entering geographic areas or distribution channels with no prior experience;

• assumption of unanticipated liabilities, such as problems with the quality of the acquired company’s product; and

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• diversion of management attention.

The risks above could significantly harm our business. The failure to successfully evaluate and execute acquisitions or adequately address these risks could materially harm our financial results.

Our products could have unknown defects which may give rise to claims against us, increase our expenses, or harm our reputation.

Our products are complex and despite testing, our products or enhancements may contain defects, errors or performance problems. Any defects or errors could result in expensive and time-consuming design modifications or warranty charges, harmed customer relationships, and loss of market share. Newly released products which have not seen as much use and testing in the marketplace as older product lines can be more susceptible to undetected defects. As we aim to generate increasing amounts of revenue from sales of recently released products, the negative impact on our business resulting from defects in such products could be significant.

The existence of any defects, errors, or failures in our products could also lead to product liability claims against us, our channel partners, or against our customers. Although we maintain product liability insurance, the coverage limits of these policies may not be adequate to cover future claims. Any claim could result in significant legal defense costs, divert resources, harm our reputation, and negatively impact us.

Our failure to protect our intellectual property and proprietary technology may impair our competitive advantage.

Our success depends in part upon protecting our proprietary technology and trade secrets. We primarily rely on a combination of patents, trademarks, copyrights, trade secret protection, licenses, and nondisclosure agreements to protect our proprietary rights, but have not always sought patent, registration, or similar protection on our technology where it may have been available. The steps we have taken may not be sufficient to prevent the misappropriation of our intellectual property or to provide us with any commercial advantage. The process of obtaining patent protection can be time consuming and costly, and our ability to enforce our intellectual property rights is subject to uncertainty and litigation risks.

We may face costly intellectual property infringement claims.

Allegations of intellectual property infringement by our products may arise and could include claims against us, our manufacturers, our suppliers, or even our customers. Because there are numerous patents in the automation industry, it is not always practicable to determine in advance whether a product or any of its components infringes intellectual property rights. As a result, we may be forced to respond to intellectual property infringement claims to protect our rights. Regardless of merit, these claims could consume management time, result in costly litigation, or cause product shipment delays. In settling these claims, we may be required to cease selling products or services, pay damages, redesign the challenged technology, or enter into unfavorable royalty or licensing agreements. Any of these could seriously harm our business.

Our investments in certain new markets subject us to increased regulation and potential product liability, and there is no guarantee that we will be successful in these markets or that risks related to these industries will not have an adverse effect on our business.

Our systems and controls are sold in a variety of industries, including solar, packaging and medical, among others. Our penetration of the packaging market for food and certain other regulated items where we see potential revenue growth also requires additional costs to fulfill necessary certification and compliance processes. We have increased our strategic focus on sales for certain applications that are highly regulated, including the automation of repetitive operations in diagnostic and pharmaceutical labs. As we start to engage in certain activities in the medical industry, we must ensure that our products and systems comply with various regulatory requirements relevant to medical applications. This will increase costs necessary to operate our business, and our failure to comply with these requirements could have an adverse effect on our ability to sell our products or subject us to regulatory actions or fines.

Our failure to comply with environmental laws and regulations could harm our business.

We are subject to a variety of environmental regulations relating to the use, storage, handling, and disposal of hazardous substances used in the manufacturing and assembly of our products. We believe that we are in compliance with material environmental regulations and have all necessary environmental permits. However, our failure to comply with present or future regulations could result in penalties or liabilities, and could curtail our operations.

Our success depends on our continuing ability to attract, retain and motivate highly-qualified personnel.

Our inability to attract, train, motivate, and retain qualified management, sales, and technical personnel could adversely affect our ability to design, manufacture, market, sell our support and our products, and to meet our requirements as a public company. Many companies with which we compete for qualified personnel have greater resources than we do. In addition, in making employment decisions in the technology industry, job candidates often consider the value of the equity they receive in connection with their employment. Therefore, volatility in the price of our stock may adversely affect our ability to attract or

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retain technical personnel, which could harm our business.

If we fail to maintain adequate internal controls over financial reporting, our business could be materially and adversely affected.

Under the Sarbanes-Oxley Act, our management must establish, maintain and make certain assessments and certifications regarding our disclosure controls and internal controls over financial reporting. We have dedicated significant resources to our efforts to comply with these requirements, including significant actions to develop, evaluate, and test our internal controls but cannot provide absolute assurances. A failure to maintain adequate internal controls could result in inaccurate or late reporting of our financial results, an investigation by regulatory authorities, a loss of investor confidence, a decrease in the trading price of our common stock and could expose us to costly litigation or regulatory proceedings.

Our restructuring efforts may not be effective, might have unintended consequences, and could negatively impact our business.

From time to time, we have restructured our operations in response to changes in the economic environment, our industry and demand. To lower our operating costs during fiscal 2011, we implemented organizational improvements designed to reduce our ongoing costs, which included office consolidation, reorganization and streamlining of our North American operations, and incurred related restructuring expenses. During fiscal 2012, we consolidated our Denmark operations from our InMoTx acquisition into our existing facilities and operations, for which we have incurred restructuring expenses in fiscal 2012. Despite our efforts to structure the company and business to operate in a cost-effective manner while adequately facing competitive pressures and fulfilling customer needs, some cost-cutting measures could have unexpected negative consequences. While our restructuring efforts reduced our costs, we cannot be certain that all restructuring efforts will be successful, or that we will not be required to implement additional restructuring activities in the future. If we are unable to structure our operations effectively or if we face costly termination claims, our operations and prospects could be harmed.

Our preferred stock and the concentration of our equity ownership among few stockholders could adversely affect the liquidity and market price of our securities, and may permit a few stockholders to influence the results of stockholder decisions.

We have approximately 10,558,841 shares of common stock and 8,000 shares of convertible preferred stock outstanding as of September 19, 2012. A small number of holders beneficially own the substantial majority of our outstanding equity. These securities are generally freely tradable or subject to registration statements, or in the case of our preferred stock, registration obligations of the Company to be completed in fiscal 2013, permitting their sale with little or no restriction. The potential sale of these securities creates meaningful overhang on the market for our securities and sales by any of these large holders would increase the current volatility of our common stock, the market price of which is affected by our low trading volume. This may affect the trading market for our stock, and could control the results of matters requiring stockholder approval, which may delay or prevent a change of control or negatively affect our stock price. As further discussed below, our recently issued preferred stock is convertible into common stock at any time by the holder and provides other rights of the holders to approve certain matters, including additional indebtedness, liens, dilutive or senior securities issuance or extraordinary transactions. These approval rights could delay or prevent a change of control or other corporate actions and negatively affect our stock price.

Stockholders may experience dilution of their ownership interests and the market price of our common stock may be depressed by future issuances of additional shares of our equity securities.

We issued 920,000 shares of our common stock in a public offering in June 2012 and issued 8,000 shares of preferred stock convertible into common stock at a $4.60 conversion rate in September 2012. From time to time, we may issue additional common or preferred stock or other equity securities for various reasons, including to finance our operations, to fund acquisitions or to hire or retain employees. Any issuances of our equity securities, or the perception that such issuances may occur, could dilute the interests of our stockholders and have a material negative effect on the trading price of our common stock. See “Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources” below. The rights and preferences of the preferred stock may decrease the perceived value, and thus the trading price, of our common stock. Furthermore, the preferred stock is convertible at the option of the holder at any time upon the occurrence of certain events or satisfaction of certain conditions, and the issuance of common stock upon such conversion could require us to issue a significant number of shares of our common stock and result in significant dilution to existing stockholders.

At June 30, 2012, options to purchase approximately 1,473,000 shares of our common stock were outstanding under our equity compensation plans, and approximately an additional 888,000 shares of common stock were reserved for future grant and issuance under such plans. We can also issue shares under our employee stock purchase plan, which had approximately 422,000 shares available for issuance at June 30, 2012. Shares of common stock issued under these plans are generally freely tradable in the public market, subject to certain limitations applicable to our affiliates. Option exercises and employee stock purchase plan

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purchases could increase the number of common shares outstanding and could adversely affect the prevailing market price of our common stock, due to our low trading volume. Prior to fiscal 2013, we have also issued more than 1.0 million shares of common stock of which 200,000 were forfeitured by the holders thereof in connection with our acquisitions of MobileRobots and InMoTx. Our use of equity to raise additional financing or as consideration in connection with a future acquisition or other transaction could also result in the dilution of our stockholders’ equity interest.

Our stock price may fluctuate widely, making resale of our common stock difficult.

The market price of our common stock has fluctuated substantially. Our stock price may continue to fluctuate significantly in response to factors including:

• fluctuations in operating results;

• our liquidity needs and constraints;

• the effectiveness of cost control measures;

• changes in our business focus and operational organization;

• our restructuring activities and changes in management and other personnel;

• our limited public float and the limited trading volume of our common stock on NASDAQ;

• the business environment, including the operating results and stock prices of companies in the industries we serve;

• general conditions in the intelligent automation and packaging industries;

• the introduction of new products or changes in product pricing by us or our competitors;

• litigation or claims relating to the volatility of our common stock, internal controls, proprietary rights or other matters;

• developments in the financial markets; and

• perceived dilution from stock issuances in financing or acquisition transactions.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Our headquarters and our U.S. research and development and manufacturing operations are located in two leased buildings of approximately 56,891 square feet in Pleasanton, California, covered by two lease agreements. The first lease agreement, which is related to our principal executive offices, is for premises of 33,864 square feet, expiring on December 31, 2015.  This agreement also includes a right of first offer on 11,059 additional square feet. The second lease agreement is for premises of 23,027 square feet located near our executive offices, which we use for our manufacturing operations. This lease expires in January 2014, with an option to extend for an additional five-year period, and includes a right of first offer on 12,000 additional square feet. Financial terms for these leases are included in Note 7 of our Notes to Consolidated Financial Statements.

Other leased Adept facilities include Amherst, New Hampshire; Dortmund, Germany; Wissous and Annecy, France; Shanghai, China and Singapore. All of our facilities are used by both of our two reportable business segments and are sufficient for our business needs in fiscal 2013.

ITEM 3. LEGAL PROCEEDINGS

From time to time, Adept is party to various legal proceedings or claims, either asserted or unasserted, which arise in the ordinary course of our business. We have reviewed pending legal matters and believe that the resolution of these matters will

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not have a material effect on our business, financial condition or results of operations.

Adept has in the past received communications from third parties asserting that we have infringed certain patents and other intellectual property rights of others, or seeking indemnification against alleged infringement. Adept received such a letter in June 2012 from a third party alleging unauthorized use of proprietary information disclosed pursuant to a nondisclosure agreement with such third party in connection with a product offering by Adept to semiconductor customers and requesting that Adept cease and desist the alleged use of such intellectual property and proprietary information and explain its activities in connection with such products to determine if such activities infringe on certain of the party's patents. While it is not feasible to predict or determine the likelihood or outcome of any actual or potential actions from such assertions against us for this or other matters, Adept has assessed this matter and based upon its assessment, believes the claim are without merit.

ITEM 4. Mine Safety Disclosure

 Not applicable

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Registrant’s Common Stock and Related Stockholder Matters

Our common stock is traded on the NASDAQ Global Market under the symbol ADEP.

The following table reflects the range of high and low sales prices for Adept common stock for each full quarterly period within the two most recent fiscal years as reported for trading on the NASDAQ Global Market.

	Three Months Ended
	Jun 30, 2012		Mar 31, 2012		Dec 31, 2011		Oct 1, 2011		Jun 30, 2011		Mar 26, 2011		Dec 25, 2010		Sep 25, 2010
High	$	6.49	$	5.28	$	3.55	$	4.21	$	4.76	$	5.17	$	6.89	$	5.75
Low	$	4.00	$	2.30	$	2.08	$	2.99	$	3.48	$	3.68	$	4.05	$	4.28

At September 19, 2012, there were approximately 173 stockholders of record of our common stock.

Our preferred stock provides for quarterly payment of dividends in cash or stock subject to certain conditions. To date, we have neither declared nor paid cash dividends on shares of our common stock. In addition, our line of credit and Certificate of Designations for our preferred stock restrict our ability to pay dividends. Accordingly, our shareholders may not realize a return on their investment unless the trading price of our common stock appreciates.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In connection with our fiscal 2010 and 2012 Performance Plans, shares were forfeited by employees to pay the applicable withholding taxes related to the stock compensation upon vesting of their restricted shares. These shares were returned to the 2005 Equity Incentive Plan in the amount of 32,000 and 36,000 shares, respectively.

Securities Authorized for Issuance Under Equity Compensation Plans

The information required by this item is incorporated by reference from our Proxy Statement.

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PERFORMANCE GRAPH

The following graph compares the five-year cumulative total stockholder return of Adept Technology, Inc. relative to the cumulative total returns of the NASDAQ Composite Index, and an Industry Index/Peer Group index including eight other companies. The graph assumes an investment of $100.00 in our common stock and each index (including reinvestment of dividends) on June 30, 2007 and shown through June 30, 2012.

	6/07		6/08		6/09		6/10		6/11		6/12
Adept Technology, Inc.	$	100.00	$	152.29	$	39.65	$	79.62	$	64.07	$	68.72
NASDAQ Composite	$	100.00	$	84.54	$	73.03	$	82.88	$	110.33	$	115.30
Peer Group	$	100.00	$	83.98	$	50.60	$	65.42	$	107.25	$	113.38

This peer group is comprised of the following companies: Brooks Automation Inc., Cognex Corporation, Cyberoptics Corporation, Esterline Technologies Corporation, Integralvision Inc., KLA Tencor Corporation, Nordson Corporation, and Perceptron Inc. The total return for each member of this peer group has been weighted according to each member’s stock market capitalization.

This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Adept under the Securities Act or the Securities Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable to Adept as a smaller reporting company.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We provide intelligent robotics systems, the core of which are our motion controls systems, integrated vision-guidance technology and application software, which are sold in combination with our own proprietary robot mechanisms. Our vision-guidance technology is tightly integrated with our motion controls technology, and this is a key differentiator for Adept. Our two most recent acquisitions have provided autonomous robot and fleet management capabilities that enhance our offerings for target markets, as well as unique gripping technology that expands our reach into the global food processing market.

In addition, we provide a full complement of robotics services and support for our customers. Through sales to systems integrators, OEM partners and end-user companies, we sell our robotics systems and services into a few broad industries where we believe we can provide the best solutions for particular applications. We operate in two segments: Robotics and Services and Support.

Acquisitions

On January 10, 2011, we acquired InMoTx, Inc. (“InMoTx”), a Danish privately-held provider of robotic platform solutions and gripping technology for the global food processing market. Pursuant to a merger agreement dated January 4, 2011, we paid $1.5 million in cash, and issued 199,979 shares of our common stock to InMoTx shareholders. All of these shares were made subject to a holdback arrangement to secure the InMoTx shareholder indemnity obligations for an eighteen month period.  We also issued 100,000 shares of our common stock to the InMoTx chief technology officer, to vest on the third anniversary of the merger, contingent upon his continued employment by Adept or a subsidiary, subject to certain exceptions for disability, termination without cause or termination for good reason or a change of control. On September 20, 2011, the InMoTx chief technology officer entered into a separation agreement with the Company to terminate employment on January 31, 2012. Of the 100,000 share grant issued upon the merger, 80,500 shares were forfeited as of September 20, 2011, and the remaining 19,500 shares vested on June 30, 2012. In the third quarter of fiscal 2012, we agreed upon indemnification amounts of $508,000 due from the former shareholders of InMoTx relating to customer claims for matters arising prior to the acquisition by Adept. Of the 199,979 shares issued on the merger date for the acquisition of InMoTx, 119,145 shares were forfeited by the holders and returned to Adept in the fourth quarter of fiscal 2012.

We also agreed to make certain contingent annual payments in cash to the former InMoTx shareholders and to the chief technology officer in an amount equal to ten percent (10%) and two percent (2%), respectively, of the revenues InMoTx achieves in excess of specified thresholds during the three annual periods following the merger date, the fair value of which at June 30, 2012 was $0. The results of InMoTx’s operations have been included in our consolidated financial statements since January 11, 2011.

In October 2011, we announced the decision to consolidate the InMoTx operations in Denmark into our Pleasanton, California operations. Consolidation activities began during the second quarter of fiscal 2012, and were completed by June 30, 2012. See Note 4 to the Consolidated Financial Statements for further information regarding the acquisition of InMoTx.

On June 25, 2010, we acquired MobileRobots Inc. (“MobileRobots”), a privately-held provider of autonomous robot and automated guided vehicle technologies based in New Hampshire, pursuant to a merger agreement dated June 13, 2010, under which we paid approximately $1.0 million in cash and issued 763,359 shares of our common stock. We also agreed to pay bonus amounts in cash up to an aggregate $320,000 to employees of MobileRobots after fiscal 2011 if certain MobileRobots product revenue targets were met for fiscal 2011. MobileRobots fiscal 2011 revenues met the minimum revenue threshold defined in the merger agreement, and a bonus of $100,000 was paid in the first quarter of fiscal 2012.

The results of MobileRobots’ operations have been included in our consolidated financial statements since June 25, 2010. See Note 4 to the Consolidated Financial Statements for further information regarding the acquisition of MobileRobots.

Strategy

Our strategy focuses on a few specific industries where the use of automation is currently fast-growing or is expected to grow over the long term and where we can provide significant product differentiation. This strategy reflects our belief that new opportunities exist in the expansion of application level solutions in vertical markets, where automation has been largely nonexistent or extremely inflexible. The industries we have targeted are: medical, logistics, clean-tech markets and packaging. Currently, we are focusing the majority of our investments on our MobileRobots technology and packaging solutions applications. We are investing significantly in the MobileRobots technology to take advantage of emerging opportunities in the clean tech, logistics, and healthcare markets as it pertains to the lean movement of goods. For example, in the medical industry we have formed a partnership to be the exclusive provider of autonomous mobile robots to SwissLog Healthcare Solutions for use in hospitals, labs and clinics to transport specimens, lab samples and pharmaceuticals, and in February 2012, we launched the new Adept Courier™, a small autonomous vehicle that simplifies the everyday task of moving goods, materials, samples, or

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parts around an office or production environment. Since most logistics problems require a fleet of robots combined with our new enterprise fleet manager to effectively solve, we believe our unique mobile robot technology has tremendous long term potential across a wide range of industries, and we believe this business will be characterized by larger average order sizes and better visibility than our traditional businesses.

The packaging market has continued to provide new applications even during the last few years of worldwide economic weakness and reflects the strength of our Quattro robot in this industry. We believe our acquisition of InMoTx in January 2011 further strengthens our offerings for the packaging market, as InMoTx brings differentiated technology for global food processing applications. We believe the natural foods market is a largely untapped automation market, and the packaging solutions technology we acquired from InMoTx is an enabler for these applications. The packaging solutions technology also brings changes to our standard business model, as order sizes of these packaging cells are typically larger than our normal component sales, revenues are received in installments over the project term and deferred until recognizable, and each cell includes high margin consumable grippers which must be replaced periodically over the life of the cell, generating a secondary revenue stream.

In the solar market, we have achieved new design wins with solar cell manufacturers that we believe will provide long-term opportunity for us as these manufacturers begin to equip their automation capabilities and ramp up their production operations. We hope to capitalize on the growing opportunities for automation in China as a rapidly developing market for industrial robots over the long-term with our new sales and service office in Shanghai, which opened near the end of fiscal 2011. This office will allow us more visible access and support to our growing customer base in the region. Additionally, we continue to address our sales efforts towards our traditional markets, such as the German automotive electronics and industrial markets, where our products are well positioned, demand is strengthening and we believe significant long-term opportunity exists.

Included in our growth strategy is an ongoing search for possible businesses, product lines or technologies for partnership or collaboration. Our focus is on pursuing partnerships that would broaden our solutions capabilities, further strengthen our position in key markets, increase our revenues and expand our operational scale. Our long-term strategy is to grow our new MobileRobots and Packaging Solutions initiatives to enable these businesses to achieve 50% of our total revenues, while improving our gross margin to exceed 45% and increase net margins over time in parallel with our growth efforts.

Trends in Our Business

During fiscal 2012, our revenues grew 15.2% compared with the previous year, driven primarily by stronger demand from some of our traditional markets, including the automotive and industrial markets in Germany, the consumer electronics market in Asia, and the consumer goods market in Europe. Revenues were also favorably impacted by growth in our commercial MobileRobots material handling applications and in the medical and pharmaceutical industries. We are encouraged by our performance in our target markets and by the signs of returning demand from our traditional industries in fiscal 2012. However, this recent encouragement is tempered by the current economic condition worldwide, and we are cautious as to the outlook in the next few fiscal quarters. Sales growth in fiscal 2012 was enhanced by marginal growth in the international disk drive market, as this industry showed signs of recovering from the cyclical downturn it entered into during the second quarter of fiscal 2011. While it is difficult to predict the timing of investment cycles within the disk drive industry, based on information from our customers, we believe this market will return to a minimal capital investment growth period in the near term.

We believe that our acquisition of InMoTx will help drive future growth in the packaging market over the long-term, as the gripping technology that InMoTx brings provides a unique advantage in certain markets, particularly hygienic packaging for the natural foods market. We believe the positive growth in packaging experienced during fiscal 2012 will continue to build primarily in the U.S. Over the long-term, packaging presents both a large opportunity and the potential to substantially effect our financial model, as the average order size and visibility is better than our traditional components business. These characteristics, along with the consumables and service revenues to the company, have potential to result in more consistent, sustainable revenues over the long-term.

On a geographic basis, our U.S. sales increased 9% in fiscal 2012 compared with the prior year and accounted for 28% of total revenue in fiscal 2012 compared to 29% in the previous year. This growth reflects increased sales of our commercial MobileRobots material handling applications, primarily in the medical and pharmaceutical industries, and increased sales in the packaging markets. These increases were partially offset by decreased demand in our domestic disk drive markets. We believe the MobileRobots and packaging solutions products will comprise an increasing portion of our U.S. business over time, as our new MobileRobots technology has enabled us to address new opportunities in material handling applications in the medical, semiconductor and industrial markets, and our new gripper technology acquired from InMoTx has enabled us to expand our opportunities in the packaging solutions markets.

In Asia, higher sales from the disk drive markets in fiscal 2012 were partially offset by lower packaging and solar sales,

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resulting in a 21% revenue increase compared to the prior year and accounted for 19% of total revenues in fiscal 2012 compared to 18% in the previous year. Though the disk drive industry showed gains during the year which may continue, we remain cautious due to the cyclical nature of the industry and are actively pursuing opportunities in Asia outside of the disk drive markets. We believe that the clean-tech and logistics markets in Asia present us with significant long-term opportunities.

European sales grew 10% in fiscal 2012 compared with the previous year and accounted for 49% of total revenues for fiscal 2012 compared to 51% in the previous year. The European growth was primarily the result of higher sales to the traditional automotive and industrial markets, particularly in Germany, and higher sales to the consumer goods market. This growth was partially offset by lower sales to the packaging market, and lower demand for replacement parts. Much of the demand for our products in the last few years has come from Europe and we believe the region will continue to be an important long-term market for our products, both in traditional sectors such as automotive, electronics and industrial, and in our target growth markets, including packaging and solar.

Restructuring and Cost Reduction Actions

Operationally, from time to time we have undertaken restructuring and other cost reduction actions to support our financial model, which emphasizes cost efficiency balanced with investments in our products and revenue generating activities. We remain committed to managing our business to generate cash. In October 2011, we announced the decision to consolidate the InMoTx operations in Denmark into the Company's Pleasanton, California operations. Consolidation activities began during the second quarter of fiscal 2012, and were completed by June 30, 2012. During fiscal 2012, we incurred $1.3 million in restructuring charges, which includes $95,000 of stock-based compensation, related to the consolidation of the InMoTx operations. During the second half of fiscal 2011, we implemented organizational improvements designed to reduce our ongoing costs, which included office consolidation, reorganization within our sales infrastructure and a general streamlining of our business operations in the Americas region, and incurred $662,000 in related restructuring expenses, of which $498,000 was accelerated stock-based compensation expense.

Summary of the Fiscal 2012 Fourth Quarter

Revenues for the fourth quarter of fiscal 2012 were $17.0 million, up 1% from $16.8 million for the fourth quarter of fiscal 2011 as a result of higher disk drive revenues primarily in Malaysia. The increase in disk drive sales was partially offset by decreased revenues in our solar and semiconductor markets in Europe.

Gross margin was 41.5% of revenue in the fourth quarter of fiscal 2012, compared with 45.3% of revenue in the fourth quarter of fiscal 2011. Gross margin in the fiscal 2012 fourth quarter was unfavorably impacted by a lower margin product mix including higher disk drive sales and an unfavorable Euro exchange rate.

Operating expenses were $7.6 million in the fourth quarter of fiscal 2012, a decrease of 14% compared with $8.8 million in the fourth quarter of fiscal 2011. The decrease primarily resulted from lower expenses for InMoTx in the current quarter compared to the fourth quarter of fiscal 2011, as well as increased streamlining of our operating costs and efficiencies.

Operating loss for the fourth quarter of fiscal 2012 was $531,000, compared to an operating loss of $1.2 million for the fourth quarter of fiscal 2011. Net loss for the fiscal 2012 fourth quarter was $358,000, or $0.04 net loss per share, compared to a net loss of $686,000, or $0.08 net loss per share, for the fourth quarter of fiscal 2011.

Results of Operations

This discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and cash flow during the two-year period ended June 30, 2012, each year therein referred to as fiscal 2012 and 2011, reflecting requirements applicable to Adept as a smaller reporting company. Unless otherwise indicated, references to any year in this Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to our fiscal year ended June 30. This discussion should be read with the consolidated financial statements and financial statement footnotes included in this Annual Report on Form 10-K.

Revenues

The following table sets forth our annual revenues and year-to-year change in revenues by business segment for the fiscal years ended June 30, 2012 and 2011 (in thousands, except for percentages):

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	Fiscal 2012			% Change 2011 to 2012	Fiscal 2011
Revenue by Segment
Robotics:
Revenues	$	54,815		21%	$	45,129
Percentage of total revenues	83		%		78		%
Services and Support:
Revenues	$	11,404		(8)%	$	12,376
Percentage of total revenues	17		%		22		%
Total revenues	$	66,219		15%	$	57,505

Revenues were $66.2 million in fiscal 2012, up 15% from $57.5 million in fiscal 2011. The increase in total revenues resulted from a 21% sales increase in our Robotics segment, partially offset by an 8% decrease in our Services and Support segment.

Robotics segment revenues were $54.8 million in fiscal 2012, up 21% from $45.1 million in fiscal 2011. Higher Robotics revenues in fiscal 2012 were primarily the result of higher demand from the automotive and industrial markets, primarily in Germany, which increased $3.8 million or 38% from 2011; increased sales of our commercial MobileRobots material handling applications, which increased $2.8 million from $159,000 in 2011, primarily in the United States, Canada, and Singapore; increased sales of consumer goods, primarily in Europe, which increased $1.8 million, or 236% from 2011; and increased sales to the medical and pharmaceutical markets, primarily in Germany, which increased $1.2 million, or 47% from 2011.

Revenues in our Services and Support segment were $11.4 million in fiscal 2012, down 8% from $12.4 million in fiscal 2011. The decrease during fiscal 2012 was primarily due to decreased demand for replacement parts worldwide, which decreased $1.6 million, or 21%, from 2011.

The following table sets forth our annual revenues and year-to-year change in revenues by geographic region for the fiscal years ended June 30, 2012 and 2011 (in thousands, except for percentages):

	Fiscal 2012			% Change 2011 to  2012		Fiscal 2011
Revenue by Geography:
United States:
Revenues	$	18,259		9	%	$	16,728
Percentage of total revenues	28		%			29		%
Europe:
Revenues	32,212			10	%	29,185
Percentage of total revenues	49		%			51		%
Asia:
Revenues	12,815			21	%	10,581
Percentage of total revenues	19		%			18		%
Other Countries:
Revenues	2,933			190	%	1,011
Percentage of total revenues	4		%			2		%
Total International revenues	$	47,960		18	%	$	40,777
Percentage of total revenues	72		%			71		%
Total revenues	$	66,219		15	%	$	57,505

Our domestic revenues were $18.3 million in fiscal 2012, up 9% from $16.7 million in fiscal 2011. This increase reflects increased sales of our commercial MobileRobots material handling applications, which increased $1.2 million from $35,000 in 2011, primarily in the medical and pharmaceutical industries, and increased sales in the packaging markets, which increased $1.7 million, or 55%, from 2011. These increases were partially offset by decreased demand in our domestic disk drive markets, which decreased $1.3 million, or 87%, from 2011.

Our international revenues were $48.0 million in fiscal 2012, up 18% from $40.8 million in fiscal 2011. This increase resulted from a 10% increase in sales in our European markets, a 21% increase in our Asian markets, and a 190% increase in sales to all other international countries.

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European sales in fiscal 2012 increased 10% to $32.2 million, compared with $29.2 million in fiscal 2011. This increase was primarily a result of an increase in demand from the automotive and industrial markets, primarily in Germany, which increased $4.3 million, or 52%; and a $1.4 million, or 191%, increase in sales to the consumer goods industries, primarily in Spain and Germany. These increases were partially offset by a $1.6 million, or 28%, decrease in sales to the packaging markets, primarily in Germany; a $1.2 million, or 30%, decrease in sales to the replacement parts markets, primarily in France; and a $1.2 million, or 44%, decrease in sales to the other miscellaneous markets, primarily in France.

Revenues from Asia in fiscal 2012 increased 21% to $12.8 million compared with $10.6 million in fiscal 2011 as a result of an increase of $2.2 million, or 49%, in sales to the disk drive markets, primarily in Malaysia.

Revenues from other countries remained a relatively small percentage of our sales in fiscal 2012. However, compared to fiscal 2011, revenues from other countries have experienced significant growth. Revenues in fiscal 2012 increased 190% to $2.9 million, compared with $1.0 million in fiscal 2011. The increase was primarily the result of increased sales of our commercial MobileRobots material handling applications, which increased to $984,000 from zero in fiscal 2011; increased sales to the packaging markets, primarily in Canada, which increased $556,000, or 107%, from fiscal 2011; and increased sales to the medical and pharmaceutical industries, primarily in Canada, which increased $380,000, or 957%, from fiscal 2011.

Backlog. Our product backlog at June 30, 2012 was approximately $7.9 million compared to approximately $12.3 million at June 30, 2011. The decrease in backlog at the end of fiscal 2012 compared to the end of fiscal 2011 is due to a slowdown seen in customer order patterns at the end of fiscal 2012, especially in Europe. Orders with delivery dates beyond twelve months from the end of the fiscal quarter are not included in backlog, and thus we expect substantially all backlog at June 30, 2012 to ship during fiscal 2013. Because orders constituting our current backlog are subject to changes in delivery schedules and in certain instances may be subject to cancellation without significant penalty to the customer, our backlog at any date may not be indicative of demand for our products or actual revenues for any period in the future.

Gross Margin

The following table sets forth our gross margin and year-to-year change in gross margin for the fiscal years ended June 30, 2012 and 2011 (in thousands, except for percentages):

	Fiscal 2012			% Change 2011 to 2012		Fiscal 2011
Revenues	$	66,219				$	57,505
Gross margin	$	28,000		12	%	$	24,901
Gross margin %	42.3		%			43.3		%

Gross margin as a percentage of revenues was 42.3% in fiscal 2012, compared to 43.3% in fiscal 2011.

Gross margin in fiscal 2012 was unfavorably affected by a more unfavorable mix of sales to lower margin Asian markets and due to the weakening of the euro to the U.S. dollar exchange rate. Gross margin in fiscal 2011 was favorably affected by a more favorable mix of sales to higher margin European markets and due to the strengthening of the euro to the U.S. dollar exchange rate.

We may experience significant fluctuations in our gross margin percentage from period to period due to changes in volume, changes in availability of components, changes in product configuration, increased price-based competition, changes in sales mix of products and/or changes in operating costs. In particular, we expect that sales into the disk drive market will continue to have a negative impact on gross margin, while packaging and mobile sales will have a positive effect. In addition, we expect that changes in currency valuations will continue to impact gross margin, as a significant portion of our revenues are in euro and a portion of our components are paid for in Japanese yen.

Operating Expenses

Research, Development and Engineering

The following table sets forth our research, development and engineering expenses and year-to-year change in these expenses for the fiscal years ended June 30, 2012 and 2011 (in thousands, except for percentages):

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	Fiscal 2012			% Change 2011 to 2012		Fiscal 2011
Expenses	$	8,714		6	%	$	8,209
Percentage of revenue	13		%			14		%

Research, development and engineering (“R&D”) costs are expensed as incurred, with the exception of software development costs incurred subsequent to establishing technological feasibility and up to the general release of the software products that are capitalized. Technological feasibility is demonstrated by the completion of a working model or a detailed program design. Capitalized costs are amortized on a straight-line basis over either two or three years, whichever term is the estimated life of the software product.

R&D expenses in fiscal 2012 were $8.7 million, or 13% of revenues, an increase of 6% from $8.2 million, or 14% of revenues, in fiscal 2011. Higher R&D expenses in fiscal 2012 compared with the prior year, primarily resulted from the increased investment in our commercial MobileRobots material handling applications and packaging solutions applications.

We expect that quarterly R&D expenses in fiscal 2013 will remain steady from fiscal 2012 fourth quarter levels of $2.0 million due to the closing of the Denmark entity and streamlining of expenses offset by investment in our new products. We have also implemented a temporary 10% salary reduction for our employees to reduce our operating expenses in the first fiscal quarter of 2013 to offset the slowdown seen in orders during this time. This reduction will be reevaluated in the second fiscal quarter of 2013 to determine if it is still necessary.

Adept capitalized $647,000 of software costs in fiscal 2012, compared to $366,000 in fiscal 2011. We expect our capitalized software costs to decrease substantially in fiscal 2013 due to a release of a software product during the first fiscal quarter of 2013.

Selling, General and Administrative Expenses.

The following table sets forth our selling, general and administrative expenses and year-to-year change in these expenses for the fiscal years ended June 30, 2012 and 2011 (in thousands, except for percentages):

	Fiscal 2012			% Change 2011 to 2012		Fiscal 2011
Expenses	$	20,701		(7	)%	$	22,189
Percentage of revenue	31		%			39		%

Selling, general and administrative (“SG&A”) expenses consist primarily of employee compensation, professional fees arising from legal, auditing and other consulting services, as well as tradeshow participation and other marketing costs.

SG&A expenses were $20.7 million, or 31% of revenues, in fiscal 2012, down 7% from $22.2 million, or 39% of revenues, in fiscal 2011.

Lower SG&A expenses in fiscal 2012 compared with the prior year primarily resulted from lower stock-based compensation expense in fiscal 2012. Stock-based compensation expense was higher in fiscal 2011 due to the acquisitions of MobileRobots and InMoTx.

We expect that quarterly fixed SG&A expenses will decrease slightly during fiscal 2013 from the $5.4 million recorded in the fourth quarter of 2012, reflecting continued streamlining of our overhead costs and processes. We have also implemented a temporary 10% salary reduction for our employees to reduce our operating expenses in the first fiscal quarter to offset the slowdown seen in orders during this time. This reduction will be reevaluated in the second fiscal quarter of 2013 to determine if it is still necessary.

Amortization of Other Intangible Assets. Amortization expense totaled $466,000 during fiscal 2012 and $349,000 during fiscal 2011 for the amortization of intangible assets acquired as part of the MobileRobots acquisition in the fourth quarter of 2010 and the InMoTx acquisition in the beginning of the third quarter of fiscal 2011.

Stock-Based Compensation Expense. We recorded stock-based compensation expense of $1.3 million in fiscal 2012 and $3.1 million in fiscal 2011 for our stock option plans, employee stock purchase plan and restricted stock grants. Stock-based compensation expense in fiscal 2012 and 2011 includes $95,000 and $498,000, respectively, of accelerated stock-based compensation expense related to employee terminations that were part of our restructuring activities, and has been classified as restructuring expense. Excluding the restructuring related expense, the remaining decrease is primarily due to the restricted stock issued in connection with our acquisition of MobileRobots and InMoTx, and the fiscal 2011 grants and vesting of

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restricted stock based upon the level of performance for fiscal 2010 performance plan awards in fiscal 2011 which did not reoccur in fiscal 2012. We did not record an income-tax benefit for stock-based compensation expense in any of the periods presented because of the extent of our net operating loss carry-forwards.

In fiscal 2013, we expect stock-based compensation expense to increase slightly from fiscal 2012 levels due to grants and vesting of restricted stock granted under our fiscal 2012 performance plan awards offset by the near completion of vesting related to our acquisitions of MobileRobots and InMoTx.

See Note 2 of the Notes to the Consolidated Financial Statements for more information about our recognition of stock-based compensation expense.

Restructuring Charges. During fiscal 2012, we recorded restructuring charges of $1.3 million related to the consolidation of the InMoTx operations in Denmark into the Company's Pleasanton, California operations. During fiscal 2011, we recorded restructuring charges of $662,000 related to office consolidation, sales reorganization and business streamlining measures implemented during the second half of the fiscal year, which included $498,000 in accelerated stock-based compensation expense due to vesting and release of restricted stock in connection with employee terminations.

Operating Loss. We recorded an operating loss of $3.1 million in fiscal 2012, compared with an operating loss of $6.5 million in fiscal 2011. Lower operating losses recorded in the fiscal 2012 periods were primarily the result of lower stock-based compensation expenses and cost-cutting measures employed company-wide.

Interest Income (Expense), Net. Interest expense, net of interest income, was $250,000 in fiscal 2012, compared with $124,000 in fiscal 2011. The increase in interest expense during fiscal 2012 primarily resulted from a higher line of credit balance through fiscal 2012, which included borrowings throughout fiscal 2012 to fund operations, as well as borrowings in the third quarter of fiscal 2011 to finance our acquisition of InMoTx.

Foreign Currency Exchange Gain (Loss). Our foreign subsidiaries’ balance sheet accounts are translated at current period ending exchange rates and statements of operations accounts are translated at the average rate for the period. Translation gains and losses are recorded as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity. Foreign currency transaction losses were $732,000 in fiscal 2012 and $188,000 in fiscal 2011.

The foreign currency transaction losses recorded in fiscal 2012 were primarily generated from realized losses related to the payments of intercompany payables in U.S. Dollars by the European entities. As the Euro decreased against the U.S. dollar, more Euros were needed to purchase the U.S. Dollar to settle the payable. The foreign currency transaction losses recorded in fiscal year 2011 were primarily generated from realized losses from U.S. dollars used to pay accounts payable in Japanese Yen, as the Yen strengthened against the U.S. dollar during the period, and losses related to the payments of intercompany payables in U.S. Dollar by the European entities.

As we conduct business on a global basis we are continually exposed to adverse or beneficial movements in foreign currency exchange rates, which can vary considerably from period to period. The dollar/euro and the dollar/yen markets currently present the largest exchange rate risk for Adept.

Provision (Benefit) for Income Taxes. Adept typically provides for income taxes during interim reporting periods based upon an estimate of our annual effective tax rate. We also maintain a liability to cover the cost of additional tax exposure items on the filing of federal and state income tax returns as well as filings in foreign jurisdictions. Each of these filing jurisdictions may audit the tax returns filed and propose adjustments. Adjustments arise from a variety of factors, including different interpretations of statutes and regulations.

We recorded a tax benefit of $396,000 for fiscal 2012, compared to $56,000 for fiscal 2011. For fiscal 2012, the tax benefit represents a release of $760,000 in reserves related to our ASC 740 analysis. This release was due to expired statutes of limitations in France and Germany and net operating loss true ups in Germany offset by a provision of $362,000 representing state minimum tax requirements as well as foreign tax expense. For fiscal 2011, the tax benefit represents state minimum tax requirements as well as a foreign tax expense adjustment primarily related to our Singapore operations. We have net operating losses that are sufficient to offset a significant portion of our domestic and foreign tax obligations, except when annual net operating loss limitations exist for domestic and foreign jurisdictions that result in some tax expense.

Liquidity and Capital Resources

Changes in the Company’s liquidity during and since the year ended June 30, 2012 primarily reflect the net effect of cash used by operations, cash provided from common stock issued in connection with a public offering, borrowings from the Company’s line of credit and capital expenditures. Since the end of fiscal 2012, Adept also completed an $8.0 million private placement of preferred stock as further discussed below.

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Cash and cash equivalents were $8.7 million at June 30, 2012. In fiscal year 2012, cash increased by $95,000. Changes in liquidity include proceeds from common stock of $3.1 million and borrowings from our line of credit for $1.6 million offset by operational losses of $3.9 million and by purchases of property and equipment of $1.1 million

Net cash used in operations was $3.9 million, primarily resulting from the net cash loss from operations of $1.9 million and an increase of $1.9 million in net accounts receivable due primarily to the increase in sales.

In fiscal year 2012, the Company used $1.5 million of cash in investing activities, including $1.1 million for purchases of property and equipment, and $508,000 in stock forfeited by the InMoTx shareholders as indemnification for Adept's cash outlays for claims for matters arising prior to the acquisition by Adept, offset by $115,000 in proceeds from the sale of property and equipment. In fiscal year 2012, cash provided from financing activities of $4.9 million primarily consisted of the $3.1 million proceeds from a stock offering in the fourth quarter, and $1.6 million draw on the Company’s line of credit. On September 18, 2012, the Company issued 8,000 shares of the Company's preferred stock, par value $0.001 per share (the “Preferred Stock”), at a price of $1,000 per share to Hale Capital Partners, LP (“Hale Capital”). The Company received net proceeds of approximately $7.6 million from the issuance of the Preferred Stock, after deducting estimated expenses payable by the Company.

Holders of Preferred Stock will be entitled to receive dividends payable quarterly in arrears payable, at the election of the Company either in cash or, subject to certain equity conditions, in Common Stock. Dividends on the Preferred Stock will accrue at Prime Rate (Wall Street Journal Eastern Edition) plus 3% up to a maximum amount of 4%.

Each share of the Preferred Stock will be convertible, at the option of the holder and upon certain mandatory conversion events described below, at a conversion rate of $4.60.

If on or after the first anniversary of the issuance of the Preferred Stock, the Common Stock price exceeds the “Applicable Percentage” (meaning, 200% from the first anniversary to the second anniversary, 175% until the third anniversary, and 150% thereafter) for a consecutive 60 days, such price is maintained until conversion, and certain equity conditions providing that such shares of Common Stock issued upon conversion can be immediately saleable by the holders (the "Equity Conditions"), the Company can convert the Preferred Stock up to an amount equal to the greater of the then-one week trading volume of the Common Stock (the “Volume Limit”) or the amount of an identified bona fide block trade at a price not less than the then-current market price.

Starting 18 months after issuance of the Preferred Stock, if the trading price of the Common Stock is more than 110% of the conversion price for a specified period, the Company may convert up to 10% of the Preferred Stock issued pursuant to the Securities Purchase Agreement per quarter at 100% of the original price plus the amount of any accrued and unpaid dividends, subject to a maximum conversion equal to the Volume Limit per month and subject to the Equity Conditions. The ability to require conversion requires that the Company (i) maintains on deposit such amount of cash and cash equivalents and (ii) satisfies such EBITDA threshold, in each case as is mutually determined by the Company and Silicon Valley Bank and reasonably acceptable to Hale Capital. If the Company cannot convert the Preferred Stock due to its failure to satisfy the conditions, then it may redeem the shares for cash at the same price subject to agreement of the Holder.

Upon certain triggering events, such as bankruptcy, insolvency or a material adverse effect or failure of the Company to issue shares upon conversion of the Preferred Stock in accordance with its obligations, the Holders may require the Company to redeem all or some of the Preferred Stock at a price equal to 100% of the conversion amount, and in certain events, the higher trading price of the Common Stock underlying the Preferred Stock between the date of the redemption notice and redemption, plus accrued and unpaid dividends.

On or after September 30, 2016, each holder can require the Company to redeem its Preferred Stock in cash at a price equal to 100% of the conversion amount being redeemed plus accrued and unpaid dividends.

Silicon Valley Bank Line of Credit

We have a revolving line of credit with Silicon Valley Bank, or SVB. We originally entered into the Loan and Security Agreement and related agreements for the revolving line in May 2009. In March 2011, we entered into an additional Loan and Security Agreement (EX-IM Loan Facility) and related agreements with SVB, pursuant to which a portion of the revolving line (the “EX-IM Line”) is guaranteed by the Export-Import Bank of the United States, and Adept is able to borrow against foreign accounts receivable and export-related inventory. In February 2012, we entered into amendments to the May 2009 Loan and Security Agreement (as previously amended), the March 2011 Loan and Security Agreement (EX-IM Loan Facility) and related agreements. In September 2012, we entered into further amendments to the May 2009 Loan and Security Agreement.

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The revolving line of credit (including the EX-IM Line) matures on March 25, 2013. All borrowings bear interest at the prime rate announced from time to time by SVB plus 1.75%. Our maximum aggregate borrowing availability under the revolving line of credit is $10 million. We may borrow up to the lesser of $10 million or 80% of our eligible domestic accounts receivable, and up to the lesser of $8 million or the borrowing base calculated by applying specified advance rates to our eligible foreign accounts receivable and inventory destined for export from the United States. The loan documents specify the criteria for determining eligible domestic and foreign accounts receivable and eligible inventory destined for export. Our available borrowing base under the revolving line is reduced by the principal balance of outstanding advances under the domestic portion of the revolving line and the EX-IM Line.

Our ability to make borrowings under the revolving line is subject to ongoing conditions precedent that our representations and warranties in the loan documents are true, in all material respects, on the date on which we request the borrowing and on the funding date, and that SVB determines, in its sole discretion, that there has been no material impairment in our business, results of operation, financial condition, or the prospect of repayment of our obligations to SVB, or any material adverse deviation from our most recent business plan submitted to SVB. Adept and certain subsidiaries have granted SVB a security interest in substantially all of their respective assets (including certain shares of subsidiaries) to secure the obligations outstanding under the revolving line, and under any separate bank service agreements that may be entered into by Adept and SVB covering foreign exchange contracts, cash management services or letters of credit.

We must meet certain financial covenants under the loan documents. As amended in September 2012, the loan documents require us to maintain (a) liquidity (domestic cash plus the available domestic borrowing base, measured monthly) of at least $5 million, and (b) minimum aggregate rolling six-month EBITDA (measured at the end of each fiscal quarter for the six months ending on such date and applying a definition of EBITDA specified in the Loan and Security Agreement) equal to or exceeding specified amounts for each quarter. These quarterly EBITDA amounts are minimum amounts for financial covenant purposes only, and do not represent projections of Adept's financial results.

We also must remain in compliance with various other covenants. For example, we must maintain our primary operating deposit accounts with SVB, and require our U.S. customers to transmit payments to a lockbox account at SVB. During the second quarter of 2012, SVB began to first apply collections from the lockbox account toward repayment of our obligations to SVB, and then transfer any excess to Adept's designated deposit account with SVB (a payment mechanism commonly referred to as “dominion mode”). In February 2012, the loan documents were amended to perpetuate dominion mode and remove the threshold that previously triggered it. One of the September 2012 amendments reinstitutes a new threshold so that Adept is no longer automatically in dominion mode. Under this amendment, if our liquidity (domestic cash plus the available domestic borrowing base) is $7.5 million or above and there is no event of default under the revolving line, SVB will transfer all collections from the lockbox account to our designated deposit account. If Adept's liquidity falls below $7.5 million, Adept will be in dominion mode and SVB will apply all collections from the lockbox account first toward repayment of our obligations to SVB, with any excess transferred to our designated deposit account. While in dominion mode, we may continue to borrow funds under the revolving line if there is available borrowing base to do so, and we meet the other conditions precedent for borrowing set forth in the loan documents.

We may not permit or suffer any specified change in control, including any change in the beneficial ownership of 30% or more (or 40% or more, in the case of shares held by one specified stockholder group) of Adept's outstanding shares, without SVB's consent. Various other covenants restrict the manner in which we conduct our business, our ability to pay dividends, incur additional indebtedness or encumber our assets, the types of transactions (including mergers and acquisitions) we may enter into and our ability to transfer funds to subsidiaries. A September 2012 amendment to the loan documents modified certain covenants in the revolving line to permit Adept to meet dividend payment and mandatory redemption provisions under the terms, rights, obligations and preferences of the preferred stock we issued to Hale Capital. This amendment also requires SVB consent before we can make certain specified types of changes to the terms, rights, obligations and preferences of the preferred stock. Adept became subject to additional covenants related to permissible use of proceeds and other matters in the loan documents for the EX-IM Line.

Adept would be deemed to be in default under the loan documents if we failed to timely pay any amount owed to SVB; if we failed to comply with specified financial and other covenants, including those listed above; if we otherwise materially breached, without cure, any of our representations under or other provisions in the loan documents; if there occurs a material adverse change in our or any guarantor subsidiary's business, operations or condition, or a material impairment of the prospect of repayment of our obligations to SVB, or a material impairment in the perfection or priority of SVB's security interests or the value of SVB's security interest in our or any guarantor subsidiary's assets, or if SVB determines there is a reasonable likelihood that we will not meet our financial covenants in the next succeeding quarter; if any involuntary lien or attachment is issued against Adept's or any guarantor subsidiary's assets, or any judgment or order in excess of $100,000 is entered against Adept or any guarantor subsidiary, that is not discharged, vacated or satisfied within ten days; if Adept or any guarantor subsidiary becomes insolvent or is generally not paying its debts as they become due; if Adept or any guarantor subsidiary makes any material written misrepresentation to SVB, if we fail to pay amounts due under or otherwise materially breach any

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agreements with third parties, or if a default occurs under such agreements which permits indebtedness in excess of $100,000 to be accelerated; if breaches occur under agreements related to subordinated debt that may be outstanding during the term of the loan; if there is any revocation or termination of, or nonperformance of any obligation or covenant under, any guaranty of Adept's obligations; or if we lose government approvals or become subject to certain governmental actions that could materially adversely affect us. In addition, if the Export-Import Bank's guarantee of the EX-IM Line is declared void or revoked for any reason, whether or not caused by Adept's actions, such event may trigger an event of default under the loan documents unless Adept is able to repay all outstanding obligations under the EX-IM Line and no other events of default are occurring simultaneously. Upon a default, SVB may, among other things, cease making loans to Adept; accelerate and declare all or any part of our obligations to be immediately due and payable, and enforce its security interest against the collateral.

Adept paid a $25,000 fee to SVB in September 2012, and will pay certain bank expenses, in connection with entry into the September amendments. We have agreed to pay a termination fee of $100,000 if the revolving line is terminated prior to its maturity date. We must pay a fee, quarterly in arrears, equal to .50% per annum of the average unused portion of the credit line. During periods when there are outstanding balances of principal and interest under the revolving line, SVB is entitled to charge a “float” charge, payable monthly, in an amount equal to one extra day of interest on each payment received by SVB from Adept during the month. A collateral monitoring fee of $850 per month, which was payable every month pursuant to the February 2012 amendment, is now payable only if our liquidity falls below $7.5 million and if there is any principal or interest outstanding under the revolving line of credit during the month. We also must pay all other bank fees and expenses related to the loan transaction.

We were in compliance with the covenants of the loan documents as of June 30, 2012. At June 30, 2012, we had an outstanding principal balance of $5.5 million under the revolving line, up from $3.9 million at the end of fiscal 2011, reflecting net principal repayments from domestic cash receipts and re-borrowing for cash management purposes during fiscal 2012. Based on operating needs, strategic activities and other factors, we may further utilize the line of credit in the future or seek alternative credit or other financing in the future to pursue additional expansion opportunities or make other investments in our growth.

Long-Lived Assets

Our long-lived assets consist of property and equipment, including capitalized software development costs, of $2.3 million and $1.8 million (net of depreciation) at June 30, 2012 and 2011, respectively, and $4.7 million and $5.1 million of goodwill and other intangible assets (net of amortization) at June 30, 2012 and 2011, respectively.

Critical Accounting Policies

Management’s discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements which have been prepared in conformity with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates, including those related to warranty obligations, bad debt, inventories, cancellation costs associated with long-term commitments, investments, intangible assets, income taxes, service contracts, stock-based compensation, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making estimates and judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Estimates, by their nature, are based on judgment and available information. Therefore, actual results could differ from those estimates and could have a material impact on our consolidated financial statements, and it is possible that such changes could occur in the near term.

Reclassifications. Certain reclassifications have been made to prior-period balances to present the financial statements on a consistent basis with current year presentation. Such reclassifications have not changed previously reported net income (loss) or stockholders’ equity.

We have identified the accounting principles which we believe are most critical to our consolidated financial statements while considering accounting policies that involve the most complex or subjective decisions or assessments. These critical accounting policies described below include:

• revenue recognition;

• allowance for doubtful accounts;

• inventories;

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• warranties;

• capitalization of software development costs;

• accounting for income taxes;

• foreign currency accounting;

• goodwill and purchased intangible assets;

• valuation of stock-based awards; and

• commitments and contingencies.

Revenue Recognition. We generate revenues primarily from sales of production automation equipment and parts, and to a lesser extent from support and service activities associated with this equipment. Non-software product revenue consists primarily of sales of robots, refurbished robots and spare parts. We recognize non-software product revenue when persuasive evidence of a non-cancelable arrangement exists, delivery has occurred and/or services have been rendered, the price is fixed or determinable, collectability is reasonably assured, legal title and economic risk is transferred to the customer, and when an economic exchange has taken place. We use the signed purchase contract or purchase order as evidence of an arrangement. Product revenues are normally recognized at the point of shipment from our facilities since title and risk of loss passes to the customers at that time. Customers generally have no right of return other than for product defects covered by our warranty. Adept maintains a warranty liability based on our historical warranty experience and management’s best estimate of our warranty liability at each balance sheet date. There are no acceptance criteria on our standard non-software products. We do not deem the fee to be fixed or determinable where a significant portion of the price is due after our normal payment terms, which are 30 to 90 days from the invoice date. In recording revenue, management exercises judgment about the collectability of receivables based on a number of factors, including the customer’s past payment history and its current creditworthiness. If we conclude that collection is not reasonably assured, then the revenue is deferred until the uncertainty is removed, generally upon receipt of payment. Our experience is that we have been able to reliably determine whether collection is reasonably assured.

Our robots and controllers have features that are enabled or enhanced through the use of software enabling tools and other software elements, which are embedded within our robot and controller products. Our software enabling tools or other software elements do not operate independently of the robots or controllers, and they are not sold separately and cannot be used without the robots or controllers. We also sell optional software used to enhance capability of our products. We believe that the software component of our products is incidental to our products and services taken as a whole.

Service and Support revenue consists primarily of sales of spare parts and refurbished robots. Service revenue also includes training, consulting and customer support, the latter of which includes all field service activities; i.e., maintenance, repairs, system modifications or upgrades. Revenues from training and consulting are recognized at the time the service is performed and the customer has accepted the work. These revenues are not essential to the product functionality and, therefore, do not bear on the revenue recognition policy for our component products.

Deferred revenues represent payments received from customers in advance of the delivery of products and/or services, or before the satisfaction of all revenue recognition requirements enumerated above, as well as cases in which we have invoiced the customer but cannot yet recognize the revenue for the same reasons discussed above.

Revenue for robot refurbishment relates to Adept-owned or customer-owned refurbished robots and components. We receive parts returned from customers under warranty contracts, or we purchase surplus used parts available from customers or suppliers. These parts traditionally have lower cost, and internal analysis indicates that on average, we pay a percentage of the new part cost to acquire these components. The standard cost for acquired parts is therefore set at such percentage of cost in compliance with U.S. generally accepted accounting principles, or GAAP, requiring valuation of inventory at “lower of cost or market”. By contrast, the cost basis starting point for customer-owned refurbished or repaired robots is zero since we do not own the robots. For all refurbishment and remanufacturing, we track all related costs and activities (materials and labor) required to bring the robots up to standard using work orders. This revenue stream is included within our Services and Support segment.

Allowance for Doubtful Accounts. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We assess the customer’s ability to pay based on a number of factors, including our past transaction history with the customer and creditworthiness of the customer. Management specifically analyzes accounts receivable and historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in our customer payment terms when evaluating the adequacy of the allowances for doubtful accounts. We perform ongoing credit evaluations of our customers and generally do not request collateral from our customers. However, we may require customers to make payments in advance of shipment or provide a letter of credit under certain circumstances. If

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the financial condition of our customers were to deteriorate in the future, resulting in an impairment of their ability to make payments, additional allowances may be required.

Our policy is to record specific allowances against known doubtful accounts. An additional allowance is also calculated based on 0.5% of consolidated accounts receivable. Specific allowances are netted out of the respective receivable balances for purposes of calculating this additional allowance. On an ongoing basis, we evaluate the creditworthiness of our customers and, should the default rate change or the financial positions of our customers change, we may increase this additional allowance percentage.

Inventories. Inventories are stated at the lower of standard cost or market value. We perform a detailed assessment of inventory at each balance sheet date, which includes, among other factors, a review of component demand requirements, product lifecycle and product development plans, and quality issues. As a result of this assessment, we write down inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of the inventory and the estimated liquidation value based upon assumptions about future demand and market conditions. If actual demand and market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Manufacturing inventory includes raw materials, work-in-process, and finished goods. The inventory valuation provisions are based on an excess and obsolete systems report, which captures all obsolete parts and products and all other inventory, which have quantities on hand in excess of one year’s projected demand. Individual line item exceptions are identified for either inclusion or exclusion from the inventory valuation provision. The materials control group and cost accounting function monitor the line item exceptions and make periodic adjustments as necessary.

Warranties. Our warranty policy is included in our Terms of Sale, generally as a two year parts and one year labor limited warranty on most hardware and component products, and states that there are no rights of return, and that a refund may be made at our discretion, and only if there is an identified fault in the product and the customer has complied with our approved maintenance schedules and procedures, and the product has not been subject to abuse. We provide for the estimated cost of product warranties at the time revenue is recognized. Factors that affect our warranty liability include the number of installed units, historical and anticipated rates of warranty claims, and costs per claim for repair or replacement. While we engage in extensive product quality programs and processes, including actively monitoring and evaluating the quality of our components suppliers, our warranty obligation is affected by product failure rates, material usage and service labor and delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage, service labor or delivery costs differ from our estimates, revisions to the estimated warranty liability would be required.

Capitalization of Software Development Costs. We capitalize certain software development costs. We begin capitalizing software development costs upon the establishment of technological feasibility, which is established upon the completion of a working model or a detailed program design. Costs incurred prior to technological feasibility are charged to expense as incurred. Capitalization ceases when the product is considered available for general release to customers. Capitalized software development costs are amortized to costs of revenues over the estimated economic lives of the software products based on product life expectancy. Generally, estimated economic lives of the software products do not exceed three years.

Accounting for Income Taxes. As part of the process of preparing our consolidated financial statements, we are required to compute income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax exposure, including assessing the risks associated with tax audits, and assessing temporary differences resulting from different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we must establish a valuation allowance. Significant judgment is required in determining the valuation allowance recorded against our deferred tax assets. In assessing the valuation allowance, we consider all available evidence including past operating results and estimates of future taxable income. Our net deferred tax assets relate predominantly to our United States tax jurisdiction. We currently maintain a full valuation allowance on our net deferred tax assets. The valuation allowance was determined using an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable; such assessment is required on a jurisdiction by jurisdiction basis. Our U.S. loss, among other considerations, provides negative evidence and accordingly, a full valuation allowance was recorded against our net deferred tax assets. We intend to maintain a full valuation allowance on our net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.

If our assumptions and consequently our estimates change in the future, the valuation allowances we have established may be increased or decreased, resulting in a respective increase or decrease in income tax expense.

We believe that our reserve for uncertain tax positions, including related interest, is adequate. The amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in our income tax expense and

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therefore could have a material impact on our tax provision, net income and cash flows.

In the event that actual results differ from these estimates or we adjust these estimates in future periods, we may need to record additional income tax expense or establish an additional valuation allowance, which could materially impact our financial position and results of operations.

Foreign Currency Accounting. Each of our non-U.S. subsidiaries uses its respective local currency as the functional currency. Our foreign subsidiaries’ balance sheet accounts are translated at current period ending exchange rates and statements of operations accounts are translated at the average rate for the period. Translation gains and losses are recorded as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity.

Realized and unrealized gains and losses from transactions, including intercompany balances not considered to be a permanent investment, denominated in currencies other than an entity’s functional currency are included in other income (expense), net in the accompanying consolidated statements of operations.

We do not currently apply a hedging strategy against our currency positions.

Goodwill and Purchased Intangible Assets. Goodwill is recorded when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired. Acquisition-related intangible assets with finite lives are amortized on a straight-line basis over their economic lives.

Goodwill is measured and tested for impairment on an annual basis as of June 30, or more frequently if we believe indicators of impairment exist. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. The performance of the test involves a two-step process. The first step requires comparing the fair value of each of our reporting units to its net book value, including goodwill. We have defined our reporting units at the business unit level, one level below our reportable segments. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and forecasted operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable. Actual future results may differ from those estimates. Future competitive, market and economic conditions could negatively impact key assumptions including our market capitalization or the carrying value of our net assets which could require us to realize an impairment of our goodwill and intangible assets.

A potential impairment exists if the fair value of the reporting unit is lower than its net book value. The second step of the process is only performed if a potential impairment exists, and it involves determining the difference between the fair value of the reporting unit’s net assets other than goodwill to the fair value of the reporting unit and if the difference is less than the net book value of goodwill, an impairment exists and is recorded.

We review the carrying values of long-lived assets whenever events or changes in circumstances, such as significant decreases in the market price, reductions in demand, lower projections of profitability, significant changes in the manner of the Company’s use of acquired assets, or significant negative industry or economic trends, indicate that the net book value of an asset may not be recovered through expected future cash flows from its use and eventual disposition. If this review indicates the carrying value of the asset exceeds the fair value and the carrying amount of the asset is not recoverable, an impairment loss is recognized by writing down the impaired asset to its fair value, which is typically calculated using: (i) quoted market prices and/or (ii) discounted expected future cash flows utilizing a discount rate.

Valuation of Stock-Based Awards. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period of the individual equity instrument. Determining the fair value of stock-based awards at the grant date requires judgment, including estimating the expected term of stock options, the expected volatility of our stock, and expected dividends. The computation of the expected volatility assumption used in the Black-Scholes calculation for option grants is based on historical volatility as options on our stock are not traded. When establishing the expected life assumption, we review annual historical employee exercise behavior of option grants with similar vesting periods. In addition, judgment is also required in estimating the amount of stock-based awards that are expected to be forfeited. If actual forfeitures differ significantly from these estimates, stock-based compensation expense and our results of operations could be materially affected.

Commitments and Contingencies. We evaluate potential commitments and contingencies based on their anticipated outcome. If we determine, after consideration of all known facts and consultation with legal counsel, that a loss related to the potential matter is neither probable or cannot be reasonably estimated as of the date of issuance of our fiscal period-end reports, we do not accrue for the potential liability. If a loss is reasonably possible related to the matter, we will disclose the relevant facts of

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the matter along with an estimated loss amount or range if such amount or range can be reasonably estimated.

New Accounting Pronouncements

See Note 1 to the Consolidated Financial Statements for a description of certain other recent accounting pronouncements including the expected dates of adoption and effects on our results of operations and financial condition.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to Adept as a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Financial Statements and a Financial Statement Schedule as of June 30, 2012 and 2011 and for each of the years in the two year period ended June 30, 2012 are included in Items 15(a)(1) and (2) included in this Annual Report on Form 10-K.

No Supplementary Financial Information is required in this Annual Report on Form 10-K as such data is not required of Adept as a smaller reporting company.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the fiscal year ended June 30, 2012, Adept carried out an evaluation, under the supervision and with the participation of members of our management, including our Chief Executive Officer (or CEO) and our Chief Financial Officer (or CFO), of the effectiveness of the design and operation of Adept’s disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act. Our CEO and our CFO have concluded, based on their evaluation that as of June 30, 2012, Adept’s disclosure controls and procedures were effective at the end of the fiscal year to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit with the SEC under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Adept’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our management assessed our internal control over financial reporting based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the results of this assessment using such criteria, our management concluded that our internal control over financial reporting was effective as of June 30, 2012.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met under all potential conditions, regardless of how remote, and may not prevent or detect all errors and all fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Adept have been prevented or detected. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Auditor’s Report on Internal Control over Financial Reporting

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This annual report does not include an attestation report of Adept’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to a permanent exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

Changes in Internal Controls over Financial Reporting

In connection with our continued monitoring and maintenance of our controls procedures which began as part of the implementation of section 404 of the Sarbanes-Oxley Act, we continue to review, test and improve the effectiveness of our internal controls. During fiscal year 2012 we evaluated and strengthened the systems and controls within our acquired InMoTx business in connection with the consolidation of InMoTx's operations into our Pleasanton, California facility, to ensure their procedures align with our general processes designed to ensure effectiveness of our internal controls. In addition, during fiscal year 2012, we continued to evaluate and strengthen MobileRobots systems and controls and make revisions accordingly to align MobileRobots procedures with our general processes designed to ensure effectiveness of our internal controls. There have been no other changes during or since the end of fiscal year 2012 in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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ITEM 9B. Other Information

Fiscal 2012 and 2013 Performance Plans

On September 20, 2012, the Compensation Committee of the Board adopted the Fiscal 2013 Performance Plan pursuant to which 170,000 restricted shares may be granted under the 2005 Equity Incentive Plan following fiscal 2013 if certain performance criteria are met. The Company will measure performance using an adjusted EBITDA measurement similar to that used for prior performance plans but without making an adjustment to EBITDA for restructuring expense (if any). The Compensation Committee also granted 175,000 restricted shares to participants in the Fiscal 2012 Performance Plan on a discretionary basis as the plan's adjusted EBITDA target was not met but adjusted EBITDA excluding currency expense exceeded plan targets

Executive Officer Compensation

On September 20, 2012, the Compensation Committee of the Board approved fiscal 2013 salaries for its executive officers, including a 10% salary reduction from fiscal 2012 salary levels to lower the operating expenses of the Company to help offset the impact of the slowdown in orders seen in the first fiscal quarter of 2013.  This reduction will be evaluated by the Compensation Committee during fiscal 2013 on the basis of the Company's revenue and expenses later in fiscal 2013.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information with respect to executive officers of the Company is set forth below. Certain information required by this item is incorporated by reference from our proxy statement related to the 2012 Annual Meeting of Stockholders, referred to as the Proxy Statement.

Adept has adopted a code of ethics, our Code of Business Conduct, that applies to all directors, officers and employees. Our Code of Business Conduct is available on our website, www.adept.com, under the “Investor Relations” heading of our website.

EXECUTIVE OFFICERS OF THE REGISTRANT

Name	Age	Position
John Dulchinos	50	Chief Executive Officer, President and Assistant Secretary
Lisa M. Cummins	42	Senior Vice President of Finance and Chief Financial Officer, Secretary
John Boutsikaris	64	Senior Vice President of Global Sales and Marketing
Joachim Melis	47	Vice President, Business Development and Managing Director of Europe

John Dulchinos was appointed to serve as Chief Executive Officer and as a member of the Board of Directors in September 2008. From June 2007 to September 2008 he held the position of President and Chief Operating Officer. Prior to that he held various positions within Adept including Vice President of Global Sales and Marketing, Vice President of Robotics, Vice President of Worldwide Sales, Vice President of North American Sales, and Director of OEM Business. He joined Adept in October 1987 as a regional sales engineer. Mr. Dulchinos is an active member of the robotics and vision industries, currently serving on the board of directors of Visicon Technologies, a privately held medical device inspection company as well as the Robotics Industry Association. He also served on the Assembly Technology Expo advisory board from 2003 to 2005. Mr. Dulchinos holds both a Bachelor’s and a Master’s degree in mechanical engineering from Rensselaer Polytechnic Institute with a concentration in robotics.

Lisa M. Cummins joined Adept in May 2007 as Corporate Controller and was appointed Vice President and Chief Financial Officer in July 2007. From September 2005 until joining Adept, Ms. Cummins served as Assistant Corporate Controller with Pacer International, Inc., a publicly-traded logistics and intermodal freight transportation provider. From 2001 to 2005, Ms. Cummins held several positions, most recently as Manager of Financial Planning and Analysis, with APL Logistics, an independent unit of Neptune Orient Lines Limited, a global transportation and logistics company. Ms. Cummins is a Certified Public Accountant and has an MBA from St. Mary’s College in Moraga, California, and a Bachelor’s degree from the University of California at Santa Barbara, CA.

John Boutsikaris joined Adept Technology on October 31, 2011 as Senior Vice President of Global Sales and Marketing. He has over 30 years of experience with domestic/international sales, marketing and aftermarket services with a broad set of

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companies from Fortune 50 to Micro Caps. His early career started with Hewlett Packard holding various sales and channel management positions including Vice President, Worldwide Channel Partners. His most recent experience was as a Senior Vice President at Key Technologies where he grew orders almost 100% in five years and managed global Sales, Marketing and Aftermarket Services. Mr. Boutsikaris holds a bachelor's of science from the University of California, Fullerton.

Joachim Melis was appointed Vice President, Business Development and General Manager of Adept Europe in August 2010. Prior to this appointment, Mr. Melis served as Vice President, Worldwide Sales since June 2007 and as Vice President, Europe from August 2004 until June 2007. He joined Adept in October 1990 as an Applications Engineer in our German office and served in several roles, including Applications Supervisor, Manager of European Customer Service, Managing Director of the RDA Services Division and Managing Director for Sales and Service in Germany and France. Mr. Melis holds a degree in Electronics from the University of Dortmund, Germany.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference from our Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference from our Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference from our Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated by reference from our Proxy Statement.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)(1) Financial Statements

The financial statements (including the Notes thereto set forth in Item 8 of Part II of this Form 10-K) are filed as part of this Annual Report on Form 10-K.

(a)(2) Financial Statement Schedules

The following financial statement schedule is included herein:

Schedule II—Valuation and Qualifying Accounts. Additional schedules are not required under the related schedule instructions or are inapplicable, and therefore have been omitted.

(a)(3) Exhibits

2.1	Agreement and Plan of Merger dated November 4, 2005 between Adept Technology, Inc., a Delaware corporation ( the “Registrant”, “Adept” or “Adept-Delaware”) and Adept Technology, Inc., a California corporation (“Adept-California”) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2005).
2.2+	Share Purchase Agreement effective January 1, 2008, by and among Adept, Adept Technology France and the shareholders of Cerebellum Automation (incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q for the 2008 second fiscal quarter ended December 29, 2007, filed with the Securities and Exchange Commission on February 11, 2008).
2.3+	Amendment dated January 18, 2008 to the Share Purchase Agreement effective January 1, 2008, by and among Adept, Adept Technology France and the shareholders of Cerebellum Automation (incorporated by reference to Exhibit 2.2 to the Registrant’s Quarterly Report on Form 10-Q for the 2008 second fiscal quarter ended December 29, 2007, filed with the Securities and Exchange Commission on February 11, 2008).
2.4+	Agreement and Plan of Merger among Adept Technology, Inc., Tiger Merger Sub Inc., MobileRobots Inc., and Jeanne A. Dietsch, as Stockholder Agent, dated as of June 13, 2010 (incorporated by reference to Exhibit 2.4 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 17, 2010).
2.5+	Agreement and Plan of Merger among Adept Technology, Inc. and InMoTx, Inc., Fast Food Acquisition Inc., and Robert Spears, as Stockholder Agent, dated as of January 4, 2011 (incorporated by reference to Exhibit 2.5 to the Registrant’s Quarterly Report on Form 10-Q for the 2011 second fiscal quarter ended December 25, 2010 filed with the Securities and Exchange Commission on February 7, 2011).
3.1	Certificate of Incorporation of Adept-Delaware (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K12G3 filed with the Securities and Exchange Commission on November 10, 2005).
3.2	Certificate of Amendment of Certificate of Incorporation of Adept-Delaware (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K12G3 filed with the Securities and Exchange Commission on November 10, 2005).
3.3	Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock.
3.4	Amended and Restated Bylaws of Adept-Delaware, as amended.

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4.1	Specimen of Common Stock Certificate of Adept-Delaware (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K12G3 filed with the Securities and Exchange Commission on November 10, 2005).
4.2	Specimen of Preferred Stock Certificate of Adept Delaware.
4.3	Form of Registration Rights Agreement, dated as of November 18, 2003 by and among the Registrant and the investors party thereto (incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form S-2 (No. 333-112360) filed on January 30, 2004).
4.4	Form of Registration Rights Agreement, dated as of November 18, 2003 by and among the Registrant and the investors party thereto (incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form S-2 (No. 333-112360) filed on January 30, 2004).
4.5	Registration Rights Agreement, dated as of September 5, 2012 by and among Adept Technology, Inc. and Hale Capital Partners, LP.
4.6	Side Letter Agreement, dated as of September 5, 2012 by and among Adept Technology, Inc. and Hale Capital Partners, LP.
10.1*	1993 Stock Plan as amended, and form of Option Agreement thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 (No. 333-50296) filed with the Securities and Exchange Commission on November 20, 2000).
10.2*	1998 Employee Stock Purchase Plan as amended, and form of Agreements thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the fiscal 2003 first quarter ended September 68, 2002, filed with the Securities and Exchange Commission on November 12, 2002).
10.3*	1995 Director Option Plan as amended, and form of Option Agreement thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-K for the 1997 fiscal year ended June 30, 1997, filed with the Securities and Exchange Commission on September 66, 1997).
10.4	Form of Indemnification Agreement between Adept-California and its officers and directors (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (No. 33-98816.))
10.5	Form of Indemnification Agreement between Adept-Delaware and its officers and directors (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K12G3 filed with the Securities and Exchange Commission on November 10, 2005).
10.6*	2003 Stock Option Plan, as amended (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal 2006 third quarter ended April 1, 2006, filed with the Securities and Exchange Commission on May 16, 2006).
10.7*	Form of Option Agreements under the 2003 Stock Option Plan (incorporated by reference to Exhibits 10.2 and 10.3 to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-112148) filed with the Securities and Exchange Commission on January 19, 2005).
10.8	Removed and Reserved.
10.9	Removed and Reserved.
10.10*	2001 Stock Option Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal 2006 third quarter ended March 31, 2006, filed with the Securities and Exchange Commission on May 16, 2006).
10.11*	Form of Option Agreement under 2001 Stock Option Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2005).
10.12	Removed and Reserved.
10.13	Removed and Reserved.

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10.14	Purchase Agreement, dated as of November 14, 2003 by and among the Registrant and the investors named therein (incorporated by reference to Exhibit 10.28 and 10.29 to the Registrant’s Registration Statement on Form S-2 (No. 333-112360) filed with the Securities and Exchange Commission on January 30, 2004).
10.16*	Amended and Restated 2004 Director Option Plan (incorporated by reference to Appendix A to Adept Technology, Inc. Proxy Statement on Schedule 14A for the 2006 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on October 20, 2006).
10.17*	Form of Director Option Agreement for Initial Grant under the 2004 Director Option Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2006).
10.18*	Form of Director Option Agreement for Annual Grant under the 2004 Director Option Plan (incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2006, filed with the Securities and Exchange Commission on May 16, 2006).
10.19	Removed and Reserved.
10.20*	2005 Equity Incentive Plan, as amended (incorporated by reference to Appendix A the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 24, 2009).
10.21*	Form of Restricted Stock and Option Agreements to 2005 Equity Incentive Plan (incorporated by reference to Exhibits 10.4, 10.5 and 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the 2006 fiscal third quarter ended March 31, 2006, filed with the Securities and Exchange Commission on May 16, 2006).
10.22	Letter of Understanding dated as of December 9, 2005 between Adept Technology, Inc. and Parker Hannifin Corporation (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the 2011 fiscal quarter ended September 25, 2010, filed with the Securities and Exchange Commission on November 9, 2010).
10.23*	Form of Change of Control Agreement between Adept Technology, Inc. and each of Mr. Dulchinos, Ms. Cummins and Mr. Boutsikaris (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 25, 2008).
10.24*	Summary of Non-employee Director Compensation (incorporated by reference to Item 1.01 of Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2010).
10.25*	Summary of Executive Officer Compensation (as of September 20, 2012).
10.26*	Fiscal 2012 Performance Plan - established under the Adept Technology, Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 16, 2011).
10.27*	Fiscal 2012 Cash Incentive Plan.(incorporated by reference to Exhibit 10.27 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 6, 2011).
10.28*	Removed and Reserved.
10.29**	License Agreement between Registrant and Fundacion Fatronik dated December 21, 2006. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2008 filed with the Securities and Exchange Commission on May 13, 2008).
10.30**	Addendum dated March 30, 2010 to License Agreement dated December 21, 2006 between Adept Technology and Fundacion Fatronik (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2010 filed with the Securities and Exchange Commission on May 6, 2010).
10.31	Addendum dated April 25, 2012 to License Agreement dated December 21, 2006 between Adept Technology and Fundacion Fatronik.

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10.32*	Offer Letter Agreement between Adept Technology and Lisa M. Cummins (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2007).
10.33	Settlement Agreement by and among Adept Technology, Inc. and the purchasers named therein affiliated with Crosslink Capital Partners, dated as of May 13, 2007 (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on 8K/A filed with the Securities and Exchange Commission on May 16, 2007).
10.34	Removed and Reserved.
10.35	Removed and Reserved.
10.36	Removed and Reserved.
10.37*	Fiscal 2009 Executive and Senior Management Payment Plan (incorporated by reference to Exhibit 10.49 to the Registrant’s Form 10-K for the 2008 fiscal year ended June 30, 2008, filed with the Securities and Exchange Commission on September 11, 2008).
10.38*	Letter agreement re Employment terms between John Dulchinos and Adept Technology dated September 6, 2008 (incorporated by reference to Exhibit 10.50 to the Registrant’s Form 10-K for the 2008 fiscal year ended June 30, 2008, filed with the Securities and Exchange Commission on September 11, 2008).
10.39*	Letter agreement re Employment terms between Robert Bucher and Adept Technology dated September 6, 2008 (incorporated by reference to Exhibit 10.51 to the Registrant’s Form 10-K for the 2008 fiscal year ended June 30, 2008, filed with the Securities and Exchange Commission on September 11, 2008).
10.40*	Amended and Restated 2008 Employee Stock Purchase Plan. (incorporated by reference to Exhibit 10.40 to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009 filed with the Securities and Exchange Commission on September 18, 2009.)
10.41*	Fiscal 2010 Cash Incentive Program for Vice President, Worldwide Sales (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the 2010 fiscal first quarter ended September 66, 2009, filed with the Securities and Exchange Commission on November 9, 2009).
10.42*	Fiscal 2010 Performance Program established under the Adept Technology, Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the 2010 fiscal quarter ended September 26, 2009, filed with the Securities and Exchange Commission on November 9, 2009).
10.43*	Removed and Reserved.
10.44*	Fiscal 2011 Performance Plan - established under the Adept Technology, Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.43 to Registrant’s Annual Report on Form 10-K for the 2010 fiscal year, filed with the Securities and Exchange Commission on September 17, 2010).
10.45*	Form of Restricted Stock Unit Agreement pursuant to the 2005 Equity Incentive Plan for Fiscal 2011 Performance Plan (incorporated by reference to Exhibit 10.44 to Registrant’s Annual Report on Form 10-K for the 2010 fiscal year, filed with the Securities and Exchange Commission on September 17, 2010).
10.46*	Form of Option Agreement for Consultants (incorporated by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the 2008 fiscal first quarter ended September 29, 2007, filed with the Securities and Exchange Commission on November 13, 2007).

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10.47	Lease Termination Agreement dated as of December 16, 2007 by and between Tri-Valley Technology Campus LLC and Adept Technology, Inc. (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2008 filed with the Securities and Exchange Commission on May 13, 2008).
10.48	Settlement Agreement and Release made and entered into by and between Adept Technology, Inc. and Tri-Valley Technology Campus, LLC. (incorporated by reference to Exhibit 10.6 to Registrant’s Quarterly Report on Form 10-Q for the 2009 fiscal first quarter ended September 67, 2008, filed with the Securities and Exchange Commission on November 12, 2008).
10.49	Lease Agreement effective October 10, 2008 between Registrant and Park Lake Apartments, L.P. for premises located on Inglewood Drive in Pleasanton, California. (incorporated by reference to Exhibit 10.7 to Registrant’s Quarterly Report on Form 10-Q for the 2009 fiscal first quarter ended September 67, 2008, filed with the Securities and Exchange Commission on November 12, 2008).
10.50	Amendment dated November 14, 2008 to Lease Agreement effective October 10, 2008 between Registrant and Park Lake Apartments, L.P. for premises located on Inglewood Drive in Pleasanton, California (incorporated by reference to Exhibit 10.6 to Registrant’s Quarterly Report on Form 10-Q for the 2009 fiscal second quarter ended December 27, 2008, filed with the Securities and Exchange Commission on February 10, 2009).
10.51	Amendment dated November 14, 2008 to Lease Agreement effective October 10, 2008 between Registrant and W Group Holding III LLC and RASAP Franklin, LLC for premises located on Gibraltar Drive in Pleasanton, California (incorporated by reference to Exhibit 10.7 to Registrant’s Quarterly Report on Form 10-Q for the 2009 fiscal second quarter ended December 27, 2008, filed with the Securities and Exchange Commission on February 10, 2009).
10.52**	Professional Services Agreement by and between OneNeck IT Services Corporation and Adept Technology, Inc. dated November 11, 2008 (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the 2009 fiscal second quarter ended December 27, 2008, filed with the Securities and Exchange Commission on February 10, 2009).
10.53**	Outsourcing Services Agreement entered into on November 19, 2008 between OneNeck IT Services Corporation and Adept Technology, Inc., with an effective date of December 15, 2008 (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the 2009 fiscal second quarter ended December 27, 2008, filed with the Securities and Exchange Commission on February 10, 2009).
10.54	Fiscal 2013 Performance Plan - established under Adept Technology. 2005 Equity Incentive Plan
10.55*	Amendment dated February 4, 2009 to Letter Agreement re Employment terms between John Dulchinos and Adept Technology dated September 6, 2008 (incorporated by reference to Exhibit 10.50 to Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 11, 2008).
10.56*	Form of Restricted Stock Agreement for April 2009 restricted stock grants pursuant to the 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the 2009 fiscal third quarter ended March 28, 2009, filed with the Securities and Exchange Commission on May 12, 2009).
10.57*	Form of Restricted Stock Agreement pursuant to the 2005 Equity Incentive Plan for Fiscal 2012 Performance Plan (incorporated by reference to Exhibit 10.56 to Registrant’s Annual Report on Form 10-K for the 2011 fiscal year, filed with the Securities and Exchange Commission on September 6, 2011).
10.58	Loan and Security Agreement, dated as of May 1, 2009, by and between the Registrant and Silicon Valley Bank (incorporated by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the 2009 fiscal third quarter ended March 28, 2009, filed with the Securities and Exchange Commission on May 12, 2009).

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10.59	Unconditional Guaranty and Security Agreement, dated as of May 1, 2009, by and among Adept Technology International, Ltd., Adept Technology Holdings, Inc., Adept Technology Canada Holding Co., and Adept Technology Canada Co. in favor of Silicon Valley Bank (incorporated by reference to Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q for the 2009 fiscal third quarter ended March 28, 2009, filed with the Securities and Exchange Commission on May 12, 2009).
10.60	Pledge Agreement, dated as of May 1, 2009, by and between the Registrant and Silicon Valley Bank (incorporated by reference to Exhibit 10.6 to Registrant’s Quarterly Report on Form 10-Q for the 2009 fiscal third quarter ended March 28, 2009, filed with the Securities and Exchange Commission on May 12, 2009).
10.61	Intellectual Property Security Agreement, dated as of May 1, 2009, by and between the Registrant and Silicon Valley Bank (incorporated by reference to Exhibit 10.7 to Registrant’s Quarterly Report on Form 10-Q for the 2009 fiscal third quarter ended March 28, 2009, filed with the Securities and Exchange Commission on May 12, 2009).
10.62	Amendment No. 1 to Loan and Security Agreement dated June 15, 2010, by and between the Registrant and Silicon Valley Bank (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2010).
10.63*	Amended and Restated 2004 Director Option Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the 2011 second fiscal quarter ended December 25, 2010 filed with the Securities and Exchange Commission on February 7, 2011).
10.64*	Form of Director Option Agreement for Initial Grant under the 2004 Director Option Plan, as amended (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the 2011 second fiscal quarter ended December 25, 2010 filed with the Securities and Exchange Commission on February 7, 2011).
10.65*	Form of Director Option Agreement for Annual Grant under the 2004 Director Option Plan, as amended (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the 2011 second fiscal quarter ended December 25, 2010 filed with the Securities and Exchange Commission on February 7, 2011).
10.66*	Separation Agreement and Release of All Claims between David Pap Rocki and Adept Technology, Inc. dated February 4, 2011 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the 2011 second fiscal quarter ended December 25, 2010 filed with the Securities and Exchange Commission on February 7, 2011).
10.67	Amendment No. 2 to Loan and Security Agreement dated as of December 30, 2010, by and between the Registrant and Silicon Valley Bank (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2011).
10.68	Amendment No. 3 dated as of March 25, 2011 to Loan and Security Agreement dated as of December 30, 2010, by and between the Registrant and Silicon Valley Bank (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2011).
10.69	Loan and Security Agreement (EX-IM Loan Facility), dated as of March 25, 2011 (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2011).
10.70	Borrower Agreement, dated as of March 25, 2011, by and between the Registrant and Silicon Valley Bank (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the 2011 third fiscal quarter ended March 26, 2011 filed with the Securities and Exchange Commission on May 10, 2011).
10.71	Unconditional Guaranty and Security Agreement, dated as of May 1, 2009, by and among Adept Technology International, Ltd., Adept Technology Holdings, Inc., Adept Technology Canada Holding Co., and Adept Technology Canada Co., and Adept MobileRobots LLC and Adept InMoTx, Inc. (joined by assumption), in favor of Silicon Valley Bank (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the 2011 third fiscal quarter ended March 26, 2011 filed with the Securities and Exchange Commission on May 10, 2011).

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10.72	Pledge Agreement, dated as of May 1, 2009, by and between the Registrant and Silicon Valley Bank (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the 2011 third fiscal quarter ended March 26, 2011 filed with the Securities and Exchange Commission on May 10, 2011).
10.73	Intellectual Property Security Agreement, dated as of May 1, 2009, by and between the Registrant and Silicon Valley Bank (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2011 filed with the Securities and Exchange Commission on February 7, 2012).
10.74	Amendment No. 4 to Loan and Security Agreement. dated as of February 6, 2012, by and between the Registrant and Silicon Valley Bank (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 7, 2012).
10.75	Amendment No. 1 to Loan and Security Agreement (EX-IM Loan Facility), dated as of February 6, 2012 (incorporated by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 7, 2012).
10.76*	Form of Director Option Agreement for Initial and Annual Grant under the 2005 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2011).
10.77*	Offer letter agreement between John Boutsikaris and Adept Technology, Inc. dated October 14, 2011 (incorporated by reference to Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2011).
10.78	Underwriting Agreement between Adept Technology, Inc. and Roth Capital Partners, LLC dated June 8, 2012 (incorporated by reference to Exhibit 1.1 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2012.
10.79	Securities Purchase Agreement (the “Purchase Agreement”) with affiliates of Hale Capital Partners, LP dated as September 5, 2012
.
10.80	Amendment No. 5 and Consent to Loan and Security Agreement, dated as of September 5, 2012, by and between the Registrant and Silicon Valley Bank (incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 18, 2012).
10.81	Amendment No. 6 to Loan and Security Agreement, dated as of September 11, 2012 by and between the Registrant and Silicon Valley Bank (incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 18, 2012).
14.1	Code of Business Conduct, as amended (incorporated by reference to Exhibit 14.1 to the Registrant’s Form 10-K for the 2010 fiscal year ended June 30, 2010, filed with the Securities and Exchange Commission on September 17, 2010).
21.1	Subsidiaries of the Registrant.
23.1	Consent of Independent Registered Public Accounting Firm, Armanino McKenna LLP.
24.1	Power of Attorney (See Signature Page to this Form 10-K).
31.1	Certification by the Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by the Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification by the Chief Executive Officer and the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1-	The following financial information from the Company's quarterly report on Form 10-K for the period ended June 30, 2012, is formatted in XBRL interactive data files: (i) Consolidated Balance Sheets as of June 30, 2012, and 2011; (ii) Consolidated Statements of Operations for the Twelve Months Ended June 30, 2012 and 2011; (iii) Consolidated Statements of Stockholders Equity for the Twelve Months Ended June 30, 2012 and 2011; (iv) Consolidated Statements of Cash Flows for the Twelve Months Ended June 30 2012 and 2011; and (v) Notes to Consolidated Financial Statements.

44

* Management contract or compensatory plan or arrangement.

** Confidential treatment has been requested as to certain portions of this exhibit. An unredacted version of this exhibit has been filed separately with the Securities and Exchange Commission.

+ Schedules to this exhibit have not been filed herewith or with the filing incorporated by reference herein, but will be furnished supplementally to the Securities and Exchange Commission upon request.

- Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections

(b)    Exhibits.

See Item 15(a)(3) above.

(c)    Financial Statement Schedules.

See Item 15(a)(2) above.

45

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		ADEPT TECHNOLOGY, INC.
Date:	September 24, 2012	By:	/s/    LISA M. CUMMINS
			Lisa M. Cummins Senior Vice President, Finance and Chief Financial Officer
Date:	September 24, 2012	By:	/s/    JOHN DULCHINOS
			John Dulchinos President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Dulchinos and Lisa M. Cummins and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/S/    JOHN DULCHINOS	President and Chief Executive Officer (Principal Executive Officer); Director	September 24, 2012
(John Dulchinos)
/S/    LISA M. CUMMINS	Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Principal Accounting Officer)	September 24, 2012
(Lisa M. Cummins)
/S/    MICHAEL P. KELLY	Chairman of the Board	September 24, 2012
(Michael P. Kelly)
/S/    A. RICHARD JUELIS	Director	September 24, 2012
(A. Richard Juelis)
/S/    HERBERT J. MARTIN	Director	September 24, 2012
(Herbert J. Martin)
/S/    ROBERT J. RICHARDSON	Director	September 24, 2012
(Robert J. Richardson)
/S/    BENJAMIN A. BURDITT	Director	September 24, 2012
(Benjamin A. Burditt)
/S/    Martin Hale, Jr.	Director	September 24, 2012
Martin Hale, Jr.

46

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ADEPT TECHNOLOGY, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	48
Consolidated Balance Sheets at June 30, 2012 and June 30, 2011	49
Consolidated Statements of Operations and Comprehensive Income (Loss) for each of the years in the two year period ended June 30, 2012	50
Consolidated Statements of Stockholders’ Equity for each of the years in the two year period ended June 30, 2012	51
Consolidated Statements of Cash Flows for each of the years in the two year period ended June 30, 2012	52
Notes to Consolidated Financial Statements	54

47

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Adept Technology, Inc.

Pleasanton, California

We have audited the accompanying consolidated balance sheets of Adept Technology, Inc. Adept Technology as of June 30, 2012 and June 30, 2011, and the related consolidated statements of operations and comprehensive income (loss), stockholders' equity and cash flows for each of the fiscal years in the two-year period ended June 30, 2012. Our audits also included the financial statement schedule for each of the fiscal years in the two-year period ended June 30, 2012 listed in the Index at Item 15(a)(2). The Company's management is responsible for these consolidated financial statements and schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of the Company's internal control over financial reporting. Our audits included consideration over internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Adept Technology, Inc. as of June 30, 2012 and 2011, and the consolidated results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2012 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule for each of the years in the two-year period ended June 30, 2012, when considered in relation to the consolidated financial statements as a whole, presents fairly in all material respects the information set forth therein.

/s/ Armanino McKenna LLP

ARMANINO McKENNA LLP

San Ramon, California

September 24, 2012

48

ADEPT TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

	June 30, 2012			June 30, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	8,722		$	8,627
Accounts receivable, less allowance for doubtful accounts of $629 and $698 in fiscal 2012 and 2011, respectively	11,905			10,883
Inventories	7,954			9,547
Other current assets	514			416
Total current assets	29,095			29,473
Property and equipment at cost	14,241			13,358
Accumulated depreciation and amortization	(11,949		)	(11,589		)
Property and equipment, net	2,292			1,769
Goodwill	2,967			2,967
Other intangible assets, net	1,686			2,152
Other assets	121			774
Total assets	$	36,161		$	37,135
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,183		$	8,165
Line of credit	5,500			—
Accrued payroll and related expenses	2,006			2,214
Accrued warranty expenses	1,243			1,116
Deferred revenue	280			132
Accrued income tax, current	80			78
Other accrued liabilities	1,680			947
Total current liabilities	16,972			12,652
Long-term liabilities:
Line of credit, long-term	—			3,900
Deferred income tax, long-term	399			1,364
Long-term obligations	446			397
Total liabilities	17,817			18,313
Commitments and contingencies (See Note 7)
Stockholders’ equity:
Preferred stock, $0.001 par value: 1,000 shares authorized, none issued and outstanding	—			—
Common stock, $0.001 par value: 19,000 shares authorized, 10,534 shares issued and 10,529 shares outstanding at June 30, 2012 and 9,750 shares issued and 9,745 shares outstanding at June 30, 2011	177,446			173,377
Treasury stock, at cost, 5 shares at June 30, 2012 and June 30, 2011	(42		)	(42		)
Accumulated deficit	(159,004		)	(155,281		)
Accumulated other comprehensive income (loss)	(56		)	768
Total stockholders’ equity	18,344			18,822
Total liabilities and stockholders’ equity	$	36,161		$	37,135

The accompanying notes are an integral part of these Consolidated Financial Statements.

49

ADEPT TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share data)

	Years Ended June 30,
	2012			2011
Revenues	$	66,219		$	57,505
Cost of revenues	38,219			32,604
Gross margin	28,000			24,901
Operating expenses:
Research, development and engineering	8,714			8,209
Selling, general and administrative	20,701			22,189
Restructuring charges, net	1,256			662
Amortization of other intangible assets	466			349
Total operating expenses	31,137			31,409
Operating loss	(3,137		)	(6,508		)
Foreign currency exchange loss	(732		)	(188		)
Interest income	20			9
Interest expense	(270		)	(133		)
Loss before benefit from income taxes	(4,119		)	(6,820		)
Benefit from income taxes	(396		)	(56		)
Net loss	$	(3,723	)	$	(6,764	)
Basic and diluted net loss per share	$	(0.40	)	$	(0.77	)
Number of shares used in computing basic and diluted per share amounts:	9,386			8,802
Comprehensive loss
Net loss	$	(3,723	)	$	(6,764	)
Foreign currency translation adjustment	(824		)	1,021
Total comprehensive loss	$	(4,547	)	$	(5,743	)

 The accompanying notes are an integral part of these Consolidated Financial Statements.

50

ADEPT TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

	Common Stock					Treasury Stock					Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
	Shares		Amount			Shares		Amount
Balance at June 30, 2010	9,219		$	169,253		(5	)	$	(42	)	$	(148,517	)	$	(253	)	$	20,441
Common stock issued under employee stock incentive program and stock purchase plan	103		226			—		—			—			—			226
Restricted stock awards issued	160		—			—		—			—			—			—
Restricted stock awards surrendered to satisfy tax obligation	(32	)	(155		)	—		—			—			—			(155		)
Stock-based compensation classified as restructuring	—		498			—		—			—			—			498
Stock-based compensation	—		2,577			—		—			—			—			2,577
Common stock issued as part of InMoTx acquisition	200		978			—		—			—			—			978
Restricted stock issued under employee stock incentive program as part of InMoTx acquisition	100		—			—		—			—			—			—
Net loss	—		—			—		—			(6,764		)	—			(6,764		)
Foreign currency translation adjustment	—		—			—		—			—			1,021			1,021
Balance at June 30, 2011	9,750		173,377			(5	)	(42		)	(155,281		)	768			18,822
Common stock issued under employee stock incentive program and stock purchase plan	95		275			—		—			—			—			275
Restricted stock awards issued	5		—			—		—			—			—			—
Restricted stock forfeited	(81	)	—			—		—			—			—			—
Restricted stock awards surrendered to satisfy tax obligation	(36	)	(132		)	—		—			—			—			(132		)
Common stock issued under public offering	920		3,138			—		—			—			—			3,138
Indemnification shares received under InMoTx, Inc. merger agreement	(119	)	(508		)	—		—			—			—			(508		)
Stock-based compensation classified as restructuring	—		95			—		—			—			—			95
Stock-based compensation	—		1,201			—		—			—			—			1,201
Net loss	—		—			—		—			(3,723		)	—			(3,723		)
Foreign currency translation adjustment	—		—			—		—			—			(824		)	(824		)
Balance at June 30, 2012	10,534		$	177,446		(5	)	$	(42	)	$	(159,004	)	$	(56	)	$	18,344

The accompanying notes are an integral part of these Consolidated Financial Statements.

51

ADEPT TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
	Years Ended June 30,
	2012			2011
Operating activities
Net loss	$	(3,723	)	$	(6,764	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	893			1,063
Deferred taxes	(686		)	709
Gain on disposal of property and equipment	(100		)	(54		)
Stock-based compensation	1,296			3,075
Amortization of other intangible assets	466			349
Net changes in operating assets and liabilities:
Accounts receivable, net	(1,913		)	2,668
Inventories	455			1,196
Other assets	(97		)	423
Accounts payable	(1,909		)	(1,199		)
Other accrued liabilities and deferred revenue	1,411			(1,084		)
Accrued restructuring charges	(57		)	57
Other long-term liabilities	50			(283		)
Net cash provided by (used in) operating activities	(3,914		)	156
Investing activities
Purchase of property and equipment	(1,117		)	(872		)
Proceeds from sale of property and equipment	115			54
Payment for purchase of InMoTx, Inc., net of cash acquired	—			(1,462		)
Cash outlay for indemnification shares received under InMoTx, Inc. merger agreement	(508		)	—
Net cash used in investing activities	(1,510		)	(2,280		)
Financing activities
Borrowing from line of credit, net	1,600			2,900
Borrowings from long-term debt	83			11
Principal payments on capital leases	(44		)	(9		)
Principal payments on long-term obligations	(35		)	(56		)
Proceeds from employee stock incentive program and employee stock purchase plan	275			226
Proceeds from common stock issued under public offering	3,138			—
Payment for taxes for restricted stock awards surrendered to satisfy employee tax obligation	(132		)	(155		)
Net cash provided by financing activities	4,885			2,917
Effect of exchange rates on cash and cash equivalents	634			(784		)
Increase in cash and cash equivalents	95			9
Cash and cash equivalents, beginning of period	8,627			8,618
Cash and cash equivalents, end of period	$	8,722		$	8,627
Cash paid during the period for:
Interest	$	270		$	133
Income taxes	$	58		$	25

52

ADEPT TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) - Continued
	Years Ended June 30,
	2012		2011
Supplemental disclosure of non-cash investing and financing activities:
Transfers from inventory to property and equipment	$	362	$	176
Returned shares received under InMoTx, Inc. merger agreement for indemnification for cash outlay for claims for matters arising prior to the Acquisition.	$	508	$	—
The Company purchased all of the capital stock of InMoTx, Inc. in 2011:
Fair value of assets acquired, net of cash acquired	$	—	$	484
Goodwill and intangible assets acquired	—		2,771
Liabilities assumed	—		(735		)
Common stock issued	—		(978		)
Fair value of contingent cash consideration payable	—		(80		)
Cash payment for purchase of InMoTx, Inc. in 2011, net of cash acquired	$	—	$	1,462

The accompanying notes are an integral part of these Consolidated Financial Statements.

53

ADEPT TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Company and Summary of Significant Accounting Policies

Company    

Adept Technology, Inc. (“Adept” or the “Company”) was incorporated under the laws of the state of California on June 14, 1983 and reincorporated in Delaware in November 2005. Through sales to system integrators, original equipment manufacturer (“OEM”) partners and end-user companies, the Company provides specialized, cost-effective robotics systems and services to emerging automation markets including packaging, solar and medical; as well as to the disk drive/electronics market and traditional industrial markets, including machine tool automation and automotive electronics.

Basis of Presentation

The accompanying consolidated financial statements as of June 30, 2012 and 2011 and for each of the years in the two-year period ended June 30, 2012 include the accounts of Adept and its wholly owned subsidiaries. All significant intercompany transactions and balances are eliminated upon consolidation. Adept includes consolidated financial statements for two fiscal years in its Annual Report on Form 10-K as a smaller reporting company.

Unless otherwise indicated, references to any year in these Notes to Consolidated Financial Statements refer to Adept’s fiscal year ended June 30.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to prior-period balances to present the financial statements on a consistent basis with the current year presentation. Such reclassifications have not changed previously reported net income (loss) or stockholders’ equity.

Foreign Currency

Each of Adept’s non-U.S. subsidiaries uses its respective local currency as the functional currency. The Company’s foreign subsidiaries’ balance sheet accounts are translated at current period ending exchange rates and statements of operations accounts are translated at the average rate for the period. Translation gains and losses are recorded as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity.

Foreign currency transaction losses were $732,000 in fiscal 2012 and foreign currency transaction losses were $188,000 in fiscal 2011.

The foreign currency transaction losses recorded in fiscal 2012 were primarily generated from realized losses related to the payments of intercompany payables in U.S. Dollar by the European entities. As the Euro decreased against the U.S. dollar, more Euros were needed to purchase the U.S. Dollar to settle the payable. The foreign currency transaction losses recorded in fiscal year 2011 were primarily generated from realized losses from U.S. dollars used to pay accounts payable in Japanese Yen, as the Yen strengthened against the U.S. dollar during the period, and losses related to the payments of intercompany payables held in U.S. Dollar by the European entities. As the Euro, decreased against the dollar, more Euros were needed to purchase the U.S. Dollar to settle the payable.

As Adept conducts business on a global basis, the Company is exposed to adverse or beneficial movements in foreign currency exchange rates, which can vary considerably from period to period. The dollar/euro and the dollar/yen markets currently present the largest exchange rate risk for Adept.

Cash, Cash Equivalents and Short-Term Investments

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Short-term investments typically consist of marketable securities and money market investments with maturities between three and twelve months. Investments are classified as held-to-maturity, trading, or available-for-sale at the time of

54

purchase. At June 30, 2012 and June 30, 2011, the Company had no marketable securities and had $8.7 million and $8.6 million, respectively, in cash.

Realized gains or losses, interest, and dividends are included in interest income.

Fair Values

The carrying amounts for cash, accounts receivable, accounts payable, and line of credit approximate fair value due to the short-term nature of these instruments or the adjustable interest rate associated with debt. The only asset or liability required to be reflected at fair value at June 30, 2012 or 2011 was cash and cash equivalents.

Inventories

Inventories are stated at the lower of standard cost or market value. The components of inventories are as follows (in thousands):

	June 30,
	2012		2011
Raw materials	$	5,573	$	6,225
Work-in-process	331		568
Finished goods	2,050		2,754
Total inventory	$	7,954	$	9,547

The inventory valuation provisions are based on an excess and obsolete systems report, which captures all obsolete parts and products and all other inventory, which have quantities on hand in excess of one year’s projected demand. Individual line item exceptions are identified for either inclusion or exclusion from the inventory valuation provision. The materials control group and cost accounting function monitor the line item exceptions and make periodic adjustments as necessary.

During the years ended June 30, 2012 and 2011, the Company recognized revenues with a cost of approximately $323,000 and $790,000, respectively, from sales of inventory that had been previously considered excess or obsolete and written-off. Consequently, there was no cost of revenues recognized in connection with these product sales in fiscal 2012 and 2011. Total cumulative reductions for excess or obsolete inventory totaled approximately $1.6 million at June 30, 2012 and $2.3 million at June 30, 2011.

Warranties

The Company’s warranty policy is included in its terms of sale and states that there are no rights of return, and that a refund may be made at Adept’s discretion, and only if there is an identified fault in the product and the customer has complied with Adept’s approved maintenance schedules and procedures, and the product has not been subject to abuse. The Company provides for the estimated cost of product warranties at the time revenue is recognized. Factors that affect the Company’s warranty liability include the number of installed units, historical and anticipated rates of warranty claims, and costs per claim for repair or replacement. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its components suppliers, the Company’s warranty obligation is affected by product failure rates, material usage and service labor and delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage, service labor or delivery costs differ from the Company’s estimates, revisions to the estimated warranty liability would be required.

Changes in the Company’s warranty liability are as follows (in thousands):

	June 30,
	2012			2011
Balance at beginning of period	$	1,116		$	1,328
Warranties issued	773			738
Warranty claims	(646		)	(950		)
Balance at end of period	$	1,243		$	1,116

Accounts Receivable and Allowance for Doubtful Accounts

55

Adept manufactures and sells its products to system integrators, end users and OEMs in diversified industries. Adept performs ongoing credit evaluations of its customers and generally does not require collateral. However, Adept may require customers to make payments in advance of shipment or to provide a letter of credit under certain circumstances.

Adept maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments, and such losses have been within management’s expectations. Adept assesses the customer’s ability to pay based on a number of factors, including its past transaction history with the customer and creditworthiness of the customer. Management specifically analyzes accounts receivable and historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in the Company’s customer payment terms when evaluating the adequacy of the allowances for doubtful accounts. If the financial condition of the customers were to deteriorate in the future, resulting in an impairment of their ability to make payments, additional allowances may be required. Uncollectible accounts receivable are written off against the allowance for doubtful accounts when all efforts to collect them have been exhausted, and recoveries are recognized when they are received.

Adept’s policy is to record specific allowances against known doubtful accounts. An additional allowance is also calculated based on 0.5% of consolidated accounts receivable. Specific allowances are netted out of the respective receivable balances for purposes of calculating this additional allowance. On an ongoing basis, Adept evaluates the creditworthiness of customers and, should the default rate change or the financial positions of Adept customers change, Adept may increase this additional allowance percentage. Amounts charged to bad debt expense were $150,000 and $495,000 in fiscal 2012 and fiscal 2011, respectively.

Property and Equipment

Property and equipment are recorded at cost.

The components of property and equipment are summarized as follows (in thousands):

	June 30,
	2012			2011
Cost:
Machinery and equipment	$	5,097		$	4,927
Computer equipment	5,449			5,422
Office furniture and equipment	1,007			968
Software development costs	2,688			2,041
	14,241			13,358
Accumulated depreciation and amortization	(11,949		)	(11,589		)
Property and equipment, net	$	2,292		$	1,769

During fiscal 2012, assets with a cost basis of $124,000 net of accumulated depreciation of $108,000 were sold. Accordingly, a gain on disposal of property and equipment of $100,000 was recorded in the accompanying statement of operations.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from three to five years.

Capitalization of Software Development Costs

The Company begins capitalizing software development costs upon the establishment of technological feasibility, which is established upon the completion of a working model or a detailed program design. Costs incurred prior to technological feasibility are charged to expense as incurred. Capitalization ceases when the product is considered available for general release to customers. Capitalized software development costs are amortized to costs of revenues over the estimated economic lives of the software products based on product life expectancy. Generally, estimated economic lives of the software products do not exceed three years. The Company capitalized $647,000 and $366,000 of software development costs in fiscal 2012 and 2011, respectively.

Long-Lived Assets

Goodwill and Purchased Intangible Assets. Goodwill is recorded when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired. Acquisition-related intangible assets with finite lives are amortized on

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a straight-line basis over their economic lives.

Goodwill is measured and tested for impairment on an annual basis at a reporting unit level at the end of Adept’s fiscal year or more frequently if the Company believes indicators of impairment exist. Adept has chosen June 30^th as the annual date to perform the goodwill evaluation. Triggering events for impairment reviews may include indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in the Company’s market capitalization. The performance of the test involves a two-step process. The first step requires comparing the fair value of each of Adept’s reporting units to its net book value, including goodwill. We have defined our reporting units at the business unit level, one level below our reportable segments. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and forecasted operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable. Actual future results may differ from those estimates. Future competitive, market and economic conditions could negatively impact key assumptions including our market capitalization or the carrying value of our net assets which could require us to realize an impairment of our goodwill and intangible assets.

A potential impairment exists if the fair value of the reporting unit is lower than its net book value. The second step of the process is only performed if a potential impairment exists, and it involves determining the difference between the fair value of the reporting unit’s net assets other than goodwill to the fair value of the reporting unit and if the difference is less than the net book value of goodwill, an impairment exists and is recorded.

Adept performed the annual testing for fiscal 2012 as of June 30, 2012 for the MobileRobots and Packaging Solutions reporting units, which based on Adept’s reporting structure, were the reporting units identified for testing. No other reporting units had goodwill at June 30, 2012. A discounted cash flow model was used to perform step one of the annual testing, and the testing concluded there was no potential impairment at June 30, 2012 for either reporting unit, and as such no impairment charge was recognized.

Impairment of Long-Lived Assets. Adept reviews the carrying values of long-lived assets whenever events or changes in circumstances, such as significant decreases in the market price, reductions in demand, lower projections of profitability, significant changes in the manner of the Company’s use of acquired assets, or significant negative industry or economic trends, indicate that the net book value of an asset may not be recovered through expected future cash flows from its use and eventual disposition. If this review indicates the carrying value of the asset exceeds the fair value and the carrying amount of the asset is not recoverable, an impairment loss is recognized by writing down the impaired asset to its fair value, which is typically calculated using: (i) quoted market prices and/or (ii) discounted expected future cash flows utilizing a discount rate. At June 30, 2012, Adept analyzed a number of factors, including profitability projections, economic trends and market price in regards to the Company’s intangible assets, and determined a review of the carrying value of the intangible assets was not necessary.

Adept’s long-lived assets consist of fixed assets, including capitalized software development costs, of $2.3 million and $1.8 million (net of depreciation) at June 30, 2012 and 2011, respectively, and $4.7 million and $5.1 million of goodwill and other intangible assets (net of amortization) at June 30, 2012 and 2011, respectively. The Company acquired $2.4 million of goodwill and intangible assets in the fourth quarter of fiscal 2010 as part of the MobileRobots acquisition, and acquired an additional $2.8 million in the third quarter of fiscal 2011 as part of the acquisition of InMoTx. In addition, at June 30, 2011 the Company increased the MobileRobots purchase price allocation for goodwill by $307,000 to record a reduction in deferred tax assets related to the completion of the MobileRobots tax return filings for 2010.

Revenue Recognition

The Company generates revenues primarily from sales of production automation equipment and parts, and to a lesser extent from support and service activities associated with this equipment. Non-software product revenue consists primarily of sales of robots, refurbished robots and spare parts. Adept recognizes non-software product revenue when persuasive evidence of a non-cancelable arrangement exists, delivery has occurred and/or services have been rendered, the price is fixed or determinable, collectability is reasonably assured, legal title and economic risk is transferred to the customer, and when an economic exchange has taken place. The Company uses the signed purchase contract or purchase order as evidence of an arrangement. Product revenues are normally recognized at the point of shipment from Adept facilities since title and risk of loss passes to the customers at that time. Customers have no right of return other than for product defects covered by Adept’s warranty. Adept maintains a warranty liability based on its historical warranty experience and management’s best estimate of Adept’s warranty liability at each balance sheet date. There are no acceptance criteria on Adept’s standard non-software products. The Company does not deem the fee to be fixed or determinable where a significant portion of the price is due after Adept’s normal payment terms, which are 30 to 90 days from the invoice date. In recording revenue, management exercises judgment about the collectability of receivables based on a number of factors, including the customer’s past payment history and its current

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creditworthiness. If the Company concludes that collection is not reasonably assured, then the revenue is deferred until the uncertainty is removed, generally upon receipt of payment. The Company’s experience is that it has been able to reliably determine whether collection is reasonably assured.

Adept’s robots and controllers have features that are enabled or enhanced through the use of software enabling tools and other software elements, which are embedded within its robot and controller products. Adept’s software enabling tools or other software elements do not operate independently of the robots or controllers, and they are not sold separately and cannot be used without the robots or controllers. The Company also sells optional software used to enhance capability of its products. Adept believes that the software component of its products is incidental to its products and services taken as a whole.

Service and Support revenue consists primarily of sales of spare parts and refurbished robots. Service revenue also includes training, consulting and customer support, the latter of which includes all field service activities; i.e., maintenance, repairs, system modifications or upgrades. Revenues from training and consulting are recognized at the time the service is performed and the customer has accepted the work. These services are not essential to the product functionality and, therefore, do not bear on the revenue recognition policy for Adept’s component products.

Deferred revenues represent payments received from customers in advance of the delivery of products and/or services, or before the satisfaction of all revenue recognition requirements enumerated above, as well as cases in which the Company has invoiced the customer but cannot yet recognize the revenue for the same reasons discussed above.

Revenue for robot refurbishment relates to Adept-owned or customer-owned refurbished robots and components. Adept receives parts returned from customers under warranty contracts, or Adept purchases surplus used parts available from customers or suppliers. These parts traditionally have a lower cost, and internal analysis indicates that on average Adept pays a percentage of the new part cost to acquire these components. The standard cost for acquired parts is therefore set at such percentage of cost. By contrast, the cost basis starting point for customer-owned refurbished or repaired robots is zero since Adept does not own the robots. For all refurbishment and remanufacturing Adept tracks all related costs and activities (materials and labor) required to bring the robots up to standard using work orders. This revenue stream is included within the Services and Support segment.

Shipping and Handling

Adept manages incoming and outgoing product shipments through a third party shipping manager. Outgoing product is primarily shipped by customer-selected carriers and freight costs are billed directly to the customer. Incoming material is usually shipped via Adept-selected carriers with freight cost incurred by Adept and recorded as cost of revenues, as title transfers at time of shipment.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade receivables. The Company places its cash and cash equivalents with high credit-quality financial institutions. The Company invests its excess cash primarily in money market mutual funds. Adept has established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety and liquidity. The Company is exposed to credit risk in the event of default by the financial institutions holding the cash and cash equivalents to the extent of the amount recorded on the consolidated balance sheets in excess of insured limits.

Adept manufactures and sells its products to system integrators, end users and OEMs in diversified industries. Adept performs ongoing credit evaluations of its customers and does not require collateral. However, Adept may require customers to make payments in advance of shipment or to provide a letter of credit. In fiscal year 2012, one disk drive customer accounted for 7% of the Company’s revenues and one primarily solar customer accounted for 6%, and in fiscal year 2011, one mainly solar customer accounted for 8% of revenues. The Company’s business segments and, thus financial results, are not generally dependent upon any single customer. Therefore, the loss of a single customer in the future would not be expected to have a material adverse effect on the Company.

At June 30, 2012, two customers accounted for 17% of net accounts receivable. At June 30, 2011, two customers accounted for 15% of net accounts receivable.

Research, Development and Engineering Costs

Research, development and engineering (“R&D”) costs are expensed as incurred, with the exception of software development costs incurred subsequent to establishing technological feasibility and up to the general release of the software products that are capitalized. Technological feasibility is demonstrated by the completion of a working model or a detailed program design.

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Capitalized costs are amortized on a straight-line basis over either two or three years, whichever term is the estimated life of the software product.

Advertising Costs

Advertising costs are expensed in the period incurred. Advertising costs were $57,000 in 2012 and $58,000 in 2011, respectively. The Company does not incur any direct response advertising costs.

Income Taxes

The liability method is used to account for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is expected to be realized on a more-likely-than-not basis. Deferred tax expense results from the change in the net deferred tax asset or liability between periods.

Net Loss Per Share

Basic EPS excludes dilution and is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then participates in the earnings (loss) of the Company. Unless their effect is antidilutive, dilutive common equivalent shares consist of stock options and restricted stock calculated using the treasury stock method. Loss per share was determined as follows (in thousands, except per share data):

	June 30,
	2012			2011
Net loss	$	(3,723	)	$	(6,764	)
Basic and diluted:
Weighted average number of shares used in computing basic and diluted per share amounts	9,386			8,802
Basic and diluted net loss per share	$	(0.40	)	$	(0.77	)

If the Company had reported net income for the year ended June 30, 2012, the calculation of diluted earnings per share would have included additional common equivalent shares of approximately 201,745 related to outstanding employee stock options not included above. If the Company had reported net income for the year ended June 30, 2011, the calculation of diluted earnings per share would have included additional common equivalent shares of approximately 760,018 related to outstanding employee stock options not included above.

The computation of diluted net loss per share for fiscal 2012 and 2011 does not include additional options to purchase 968,091 and 822,170 shares, respectively, because the effect of their inclusion would be anti-dilutive based on their respective exercise prices.

Contingencies

If Adept determines, after consideration of all known facts and consultation with legal counsel, that a loss related to the potential matter is neither probable nor cannot be reasonably determined or estimated as of the date of issuance of its fiscal period-end reports, the Company would not accrue for the potential liability. If a loss is material and reasonably possible related to the matter, the Company would disclose the relevant facts of the matter along with an estimated loss amount or range if such amount or range can be reasonably determined or estimated. There are no material contingencies identified by Adept at June 30, 2012.

New Accounting Pronouncements

In September 2011, the FASB issued an update to Accounting Standards Codification Topic 350, Intangibles, Goodwill and Other (“ASC 350”), amending the process used to determine whether the two-step quantitative goodwill impairment test needs to be performed. The update states that an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendment is effective for annual and interim impairment tests for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before

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September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. Adept anticipates ASC 350 may change the Company's determination on when the two-step impairment testing is performed on goodwill and intangible assets, however adoption is not expected to have an impact to the Company's financial position.

In December 2011, the FASB issued an update to Accounting Standards Codification Topic 210, Balance Sheet (“ASC 210”), amending the requirement for an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. This information will enable users of an entity's financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of rights of set off associated with certain financial instruments and derivative instruments. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The adoption is not expected to have an impact on the Company's financial position.

2. Stock-Based Compensation

The Company has adopted equity incentive plans that provide for the grant to employees of stock-based awards, including stock options, restricted shares and restricted stock units, of Adept common stock. In addition, certain of these plans permit the grant of non-statutory stock-based awards to paid consultants and outside directors. To date, Adept has generally granted options under its existing stock plans and, commencing in fiscal 2009, has increasingly granted shares of restricted stock to executive and some non-executive employees as incentive compensation in lieu of stock options. Option awards are granted with an exercise price equal to the market price of the Company’s stock on the date of grant. Those option awards generally have ten-year contractual terms. The Company also has an employee stock purchase plan (“ESPP”) that allows employees to purchase a limited number of shares of its common stock at a discount of 15% of the market value at certain plan-defined dates that are established at six-month intervals.

Adept has an employee stock purchase plan and two equity compensation plans in effect and used by Adept at June 30, 2012, including the 2003 Stock Option Plan and 2005 Equity Incentive Plan as described in Note 8 to the Notes to Consolidated Financial Statements. As of June 30, 2012, the outstanding options and available shares for issuance under these plans are:

Plan	Subject to  Outstanding Options and Restricted Stock	Available shares for  grant and issuance
2003 Stock Option Plan	364,710	16,599
2005 Equity Incentive Plan	888,566	871,198

Options are also outstanding pursuant to four equity compensation plans which have expired or been terminated. These include the 1993 Stock Option Plan, the 1995 Director Stock Option Plan, the 2001 Stock Option Plan, and the 2004 Director Option Plan, which have, respectively, 23,903 , 1,200 , 88,000 , and 107,000 shares subject to outstanding options.

Under all of these plans, for employee grants, vesting of options is generally monthly in equal installments over a four year period. Performance restricted stock or restricted stock unit grants made to Adept executive officers and other senior management employees for performance under performance programs pursuant to the 2005 Equity Incentive Plan are subject to vesting quarterly over two years following the end of the relevant fiscal year of performance. Under the director option plan, prior to March 2010, initial director grants vest one-fourth on the first anniversary of the grant, then monthly in equal installments thereafter for three years. Prior to March 2010, annual non-employee director grants vest monthly in equal installments over a four year period. In March 2010, Adept’s Board of Directors revised the terms of future director option grants, which provided for the vesting of annual option grants of 6,000 shares to non-employee directors to vest in full on the date of the annual meeting of stockholders following the meeting at which the director is elected, and revised the vesting of the initial option grant of 10,000 shares to non-employee directors who have served for at least six months to vest in the amount of 50% of the grant on the first annual meeting of stockholders following the appointment or election of the director and the remaining 50% to vest at the second annual meeting of stockholders of the Company following the appointment or election of the director. In March 2010, the Board of Directors authorized a one-time option grant with 100% vesting to occur at the 2010 annual meeting of stockholders to reflect the increase in equity compensation for the 2010 year of service on the Board of Directors. The Company recognizes the fair value of stock compensation as an expense in the calculation of net income (loss). Stock compensation expense is recognized ratably over the vesting period of the individual equity instruments. All stock compensation recorded has been accounted for as an equity instrument.

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The Company recorded $1.3 million and $3.1 million of stock-based compensation expense on its consolidated statements of operations for the years ended June 30, 2012 and 2011, respectively, for its stock plans, ESPP, and MobileRobots and InMoTx acquisition-related equity grants for which continued employment is a condition for release. Stock compensation expense for fiscal 2012 and 2011 includes $95,000 and $498,000, respectively, of accelerated stock compensation expense related to employee terminations that were part of the Company’s restructuring activities, and has been classified as restructuring expense. The Company did not record an income-tax benefit for the stock compensation expense because of the extent of its net operating loss carry-forwards. The Company utilized the Black-Scholes option pricing model for estimating the fair value of the stock-based compensation. The weighted average grant-date fair values of the options granted under the equity incentive plans for the years ended June 30, 2012 and 2011 were $2.52 and $3.49, respectively, for employees and non-employee directors. The weighted average grant-date fair value of the shares subject to purchase under the ESPP for the years ended June 30, 2012 and 2011 were $1.46 and $1.51, respectively, using the following weighted average assumptions:

	Year Ended June 30, 2012				Year Ended June 30, 2011
	Equity Incentive and Stock Option Plans		Purchase Plan		Equity Incentive and Stock Option Plans		Purchase Plan
Average risk free interest rate	0.67	%	0.10	%	1.04	%	0.13	%
Expected life (in years)	5.77		0.49		5.77		0.50
Expected volatility	82	%	62	%	87	%	61	%
Dividend yield	—	%	—	%	—	%	—	%

The dividend yield of zero is based on the fact that the Company has never paid cash dividends, is restricted from paying cash dividends by its credit facility, and has no present intention to pay cash dividends. Expected volatility is based on the historical volatility of Adept’s common stock over the period commensurate with the expected life of the options or ESPP shares. The risk-free interest rate is based on observed and expected time to post-vesting exercise and forfeitures of options or ESPP shares by Adept’s employees. The expected life in years is based on the historic time to post-vesting exercise and forfeitures of the options or ESPP shares. The purchase period for the ESPP commencing September 1, 2009 was extended two months in order to adjust the purchase periods in 2010 to begin on May 1 and November 1 going forward.

For the 2012 and 2011 fiscal years, stock-based compensation expense was based on the Company’s historical experience of option cancellations prior to vesting. The Company has assumed an annualized forfeiture rate of 5% for each period for its options. The Company records additional expense if the actual forfeiture rate is lower than estimated, and records a recovery of prior expense if the actual forfeiture rate is higher than estimated

A summary of stock option activity under the option plans as of June 30, 2012 and changes during the year then ended is presented below:

Options	Shares (in  thousands)		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at June 30, 2010	1,236		$	7.22
Granted	285		4.95
Exercised	(36	)	2.70
Forfeited or Expired	(153	)	17.28
Outstanding at June 30, 2011	1,332		5.70
Granted	281		3.73
Exercised	(30	)	2.99
Forfeited or Expired	(110	)	9.25
Outstanding at June 30, 2012	1,473		$	5.11	6.65	$	819
Vested/Expected to Vest at June 30, 2012	1,448		$	5.13	6.62	$	805
Exercisable at June 30, 2012	1,009		$	5.64	5.91	$	515

During the year ended June 30, 2012, Adept granted options for 281,000 shares of common stock with an estimated total grant

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date fair market value of $1.1 million. The intrinsic value of options exercised during the year ended June 30, 2012 was $52,000. Cash received from stock option exercises and ESPP purchases was $275,000 for the year ended June 30, 2012. As of June 30, 2012, there was $503,000 of total unrecognized compensation cost related to non-vested stock options granted and outstanding; that cost is expected to be recognized through fiscal year 2016, with a weighted average remaining period of 1.13 years for stock options and 0 years for stock awards.

A summary of restricted stock activity during fiscal year 2012 under the 2005 Equity Incentive Plan is presented below:

Awards	Shares		Weighted Average- Grant  Date Fair Value Per Share
Awarded	4,500		$	4.45
Vested	(55,705	)	$	4.84
Forfeited due to cancellation or for taxes	(36,295	)	$	4.84

Adept has 468,956 shares of unregistered restricted stock issued outside of the equity incentive plans as compensation in connection with the acquisitions of MobileRobots and InMoTx. The 468,956 shares do not include shares issued and accounted for as consideration upon the mergers and the complete stock issuance information for each merger is discussed in Note 4 to the Notes to Consolidated Financial Statements.

The Company issued 368,956 shares of restricted stock in connection with the acquisition of MobileRobots, to vest in equal thirds on each of the first, second, and third anniversaries of the closing date of the acquisition, contingent upon the continued employment of such stockholder, subject to acceleration or forfeiture in certain circumstances, and subject to the indemnification obligations of the MobileRobots stockholders as described in Note 4 to the Notes to Consolidated Financial Statements. On April 15, 2011, one of the MobileRobots founders terminated employment with Adept. Vesting was accelerated on 173,074 shares of restricted stock issued in connection with the acquisition of MobileRobots. On September 30, 2011, the other MobileRobots founder terminated employment with Adept. Vesting was accelerated on 115,383 shares of restricted stock issued in connection with the acquisition of MobileRobots. On June 25, 2012 and June 25, 2011, 7,603 and 65,293 shares, respectively, of restricted stock vested in the annual vestings of the shares issued pursuant to the merger agreement. As of June 30, 2012, there were 7,603 shares remaining to vest under this agreement.

The Company also made a grant of 100,000 shares of unregistered restricted stock in connection with the acquisition of InMoTx to vest on the third anniversary of the acquisition contingent upon the continued employment of the grant recipient, subject to acceleration or forfeiture in certain circumstances. On September 20, 2011, the InMoTx chief technology officer entered into a separation agreement with the Company to terminate employment on January 31, 2012. Of the 100,000 shares issued, 80,500 shares were forfeited on September 20, 2011, and 19,500 shares vested on June 30, 2012. As of June 30, 2012, there were no shares remaining to vest under this agreement.

A summary of unregistered restricted stock activity due to the acquisitions of MobileRobots and InMoTx (see Note 4) as of June 30, 2012 and 2011, respectively, is presented below:

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Awards	Shares		Grant Date Fair Market Value
Balance of awards issued in acquisition of MobileRobots at June 30, 2010	368,956		$	5.10
Accelerated vesting	(173,074	)	5.10
Vested	(65,293	)	5.10
Balance of MobileRobots issuance at June 30, 2011	130,589		$	5.10
Accelerated vesting	(115,383	)	5.10
Vested	(7,603	)	5.10
Balance of MobileRobots issuance at June 30, 2012	7,603		$	5.10
Issued in acquisition of InMoTx in 2011	100,000		$	4.89
Balance of awards issued in acquisition of InMoTx at June 30, 2011	100,000		$	4.89
Forfeited	(80,500	)	4.89
Vested	(19,500	)	4.89
Balance of InMoTx issuances at June 30, 2012	—		$	—

During the year ended June 30, 2012, 65,207 shares of common stock were issued under the Company’s 2008 ESPP. Shares are issued semi-annually under the ESPP on May 1 and November 1.

Total common shares outstanding at June 30, 2012 were 10,529,019.

3. Restructuring Charges

Operationally, from time to time Adept has undertaken restructuring and other cost reduction actions to support its financial model, which emphasizes cost efficiency balanced with investments in the Company’s products and revenue generating activities. The Company remains committed to managing its business to generate cash. In October 2011, the Company announced the decision to consolidate the InMoTx operations in Denmark into our Pleasanton, California operations. Consolidation activities began during the second quarter of fiscal 2012, and were completed by June 30, 2012.

During fiscal 2012, the Company incurred $1.3 million in restructuring charges related to the consolidation of the InMoTx operations. Lease termination costs were $120,000, severance costs were $128,000, salaries related to the restructuring were $658,000, inventory write-offs were $162,000, stock compensation expense was $95,000, and other miscellaneous costs were $93,000.

Cash outlay for restructuring expenses for fiscal 2012, which does not include inventory write-offs and stock-based compensation expense, was $999,000.

During fiscal 2011, the Company incurred $662,000 in restructuring charges related to organizational improvements designed to reduce its ongoing costs, which included office consolidation, reorganization within the sales infrastructure and a general streamlining of business operations in the Americas region, of which $498,000 was accelerated stock compensation expense.

Due to these restructuring activities and the resulting revised revenue projection for the division, the Company performed a goodwill and intangible impairment evaluation as of June 30, 2012, and concluded there was no impairment.

4. Acquisitions

InMoTx Acquisition

On January 10, 2011, the Company completed the acquisition of InMoTx. The results of InMoTx's operations have been included in Adept's consolidated financial statements since that date. Based in Denmark before the consolidation, InMoTx is a provider of industry leading robotic platform solutions and gripping technology for the global food processing market.

Pursuant to the terms of the Merger Agreement, the merger consideration payable to InMoTx shareholders included cash and stock valued at up to $4.3 million. Upon the merger, Adept paid $1.5 million in cash, and issued 199,979 shares of its common stock to InMoTx shareholders, of which all shares were subject to a holdback arrangement to secure the InMoTx shareholder indemnity obligations for an eighteen month period. Adept also issued 100,000 shares of its restricted common stock to the

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InMoTx chief technology officer, to vest on the third anniversary of the merger, contingent upon his continued employment by Adept or a subsidiary on the third anniversary of the merger, subject to acceleration for certain exceptions for disability, termination without cause or termination for good reason or a change of control. Adept also agreed to make certain contingent annual payments in cash to the InMoTx shareholders in an amount equal to ten percent (10%) of the revenues of the acquired business and related products, and to the InMoTx chief technology officer in an amount equal to two percent (2%) of the revenues of the acquired business and related products achieved in excess of specified thresholds during the Adept four fiscal quarters closest to the calendar year periods of 2011 through 2013, the fair value of which was $0 at June 30, 2012. In the third quarter of fiscal 2012, Adept agreed upon indemnification amounts of $508,000 due from the former shareholders of InMoTx relating to customer claims for matters arising prior to the acquisition by Adept. In the fourth quarter of fiscal 2012, the indemnification shares were returned to Adept.

The 199,979 shares of common stock issued upon the merger were valued at Adept's stock value on the merger date of $4.89 per share, totaling $977,897, and were recognized as consideration upon the merger. The 100,000 shares of restricted common stock issued to the InMoTx chief technology officer would have been recognized on the target date specified in the merger agreement. However, on September 20, 2011, the InMoTx chief technology officer entered into a separation agreement with the Company to terminate employment on January 31, 2012. Of the 100,000 share grant issued upon the merger, 80,500 shares were forfeited as of September 20, 2011, and 19,500 shares vested on June 30, 2012, after the satisfactory completion of the requirements set forth in the separation agreement. In addition, any contingent annual cash payments of 2% of revenues to the same officer will be recognized as compensation expense when and if the revenue targets specified in the merger agreement are met.

Including cash paid upon the acquisition of $1.5 million, the total value of merger consideration recognized upon the acquisition of InMoTx was $2.6 million.

The selling stockholders agreed to indemnify Adept for breaches of representations, warranties and covenants contained in the Merger Agreement for losses up to $1 million subject to certain exceptions for core corporate and intellectual property representations or taxes for which the indemnification obligation is up to $1.5 million plus the value of 199,979 shares. The indemnification obligations expired in January 2012, with certain exceptions for core corporate and intellectual property representations, taxes, fraud, and designated customer claims.

The fair value of receivables acquired was $14,000, and all amounts were collected subsequent to the acquisition.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

	At January 10, 2011
Current assets	$	88
Property and equipment		60
Inventory		370
Other long-term assets		14
Intangible assets		1,331
Goodwill		1,440
Total assets acquired	$	3,303
Current liabilities	$	681
Long-term debt		54
Total liabilities assumed	$	735
Net assets acquired	$	2,568

Intangible assets of $1.3 million consist of $1.1 million in developed technology and $231,000 in trademarks and trade names. The intangible assets were valued using the relief from royalty method, using a rate of 9.1% based upon third party licensing agreements and industry guidelines for the developed technology, and a rate of 1.0% for the trademarks and trade names, based upon the relative age and importance of the trademarks and trade names. Of the total purchase consideration, $1.4 million was recognized as goodwill, which represents the excess of the purchase consideration of the acquired business over the fair value of the underlying net assets acquired and liabilities assumed.

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The potential annual cash payments to the InMoTx shareholders in an amount equal to ten percent (10%) of the revenues over a predefined threshold of the acquired business and related products were valued at $80,000 on the merger date and recognized as a contingent liability. At June 30, 2012, the fair value of the contingent cash payments was $0. The Company took into consideration historical results and revenue projections to estimate the fair value of the contingent consideration, and to determine the probability that these revenue thresholds would be met on the targeted dates outlined in the acquisition agreement.

The Company recognized $498,000 in acquisition-related costs related to InMoTx, which were expensed in the third quarter of fiscal 2011. These costs are included as part of selling, general and administrative costs in the condensed consolidated statements of operations.

Had the InMoTx acquisition occurred at the beginning of fiscal 2011, the Company's net loss would have been $8.0 million, and the Company's diluted net loss per share would have been $0.91.

The unaudited pro forma combined financial data set forth above for fiscal 2011 reflect the InMoTx acquisition and related events as if they had been consummated on July 1, 2010, the first day of Adept's 2011 fiscal year. The pro forma financial information is presented for informational purposes only and is not intended to represent or be indicative of the results of operations that would have been achieved if the acquisition had been completed as of the date indicated, and should not be taken as representative of future consolidated results of operations or financial condition of Adept. The pro forma information is not fact and there can be no assurance that the Company's actual results will not differ significantly from such pro forma information. Accordingly, such pro forma information is not intended to be indicative of the Company's future results of operations or results that might be achieved, and you should not rely on such pro forma information as being indicative of the Company's future results.

MobileRobots Acquisition

On June 25, 2010, the Company acquired the outstanding common shares of MobileRobots. The results of MobileRobots' operations have been included in Adept's consolidated financial statements since that date. MobileRobots, based in New Hampshire, is a provider of autonomous robot and automated guided vehicle technologies.

The merger consideration paid to MobileRobots stockholders was $3.0 million, including cash of $1.0 million, net of cash acquired of $100,000 and subject to adjustment for debt and working capital, and 394,403 shares of Adept common stock with a market value of $2.0 million. An additional 368,956 shares were accounted for as compensation, with a market value of $1.9 million, as discussed below.

Of the 763,359 shares issued, 190,841 shares were unrestricted, recognized as merger consideration, and vested in full at the acquisition date market price reported by Nasdaq of $5.10 per share, with a total value of approximately $973,000. Of the total shares issued in the merger, 203,562 shares of restricted stock with a total acquisition date value of $1.0 million also qualified as consideration, however these shares were subject to the indemnification obligations of the stockholders as described below. The remaining 368,956 shares of restricted stock issued to stockholders were scheduled to be released in equal thirds on each of the first, second and third anniversaries of the closing date of the acquisition, contingent upon the continued employment of such stockholders subject to acceleration or forfeiture in certain circumstances, and recognized as compensation expense over the vesting period if these requirements were met. On April 15, 2011, one of the MobileRobots founders terminated employment with Adept. Vesting was accelerated on 173,074 shares of restricted stock issued in connection with the acquisition of MobileRobots. On June 25, 2012 and June 25, 2011, 7,603 and 65,293 shares, respectively, of restricted stock vested in the annual vestings of the shares issued pursuant to the merger agreement. As of June 30, 2012 there were 7,603 shares remaining to vest under this agreement.

Adept also agreed to pay bonus amounts in cash up to an aggregate $320,000 to employees of MobileRobots after fiscal 2011 if certain MobileRobots product revenue targets were met for fiscal 2011. These contingent cash bonus amounts were payable to MobileRobots employees (not solely its stockholders) and generally required continued employment of the potential recipient through the contingent payment period, and therefore qualify as compensation expense, to be recognized in earnings when or if the targets are met. MobileRobots fiscal 2011 revenues met the minimum revenue threshold as detailed in the merger agreement, and a bonus of $100,000 was accrued in the fourth quarter of fiscal 2011 and paid in the first quarter of fiscal 2012.

The MobileRobots stockholders agreed to indemnify Adept for breaches of representations, warranties and covenants contained in the merger agreement up to $3.0 million for a period of eighteen months from the date of closing, with exceptions for core corporate and intellectual property representations, taxes and fraud. The indemnification for the intellectual property representations expired during the current period and the tax indemnification shall survive until the close of business on the 30^th day following the expiration of the applicable statute of limitations with respect to the tax liabilities in question. At closing, 203,562 shares were placed in an escrow fund for 18 months as security for the indemnification obligations and were released

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to the stockholders in December 2011, other than shares remaining subject to the release schedule. As of June 30, 2012, there were 6,293 shares remaining for release with final release on June 24, 2013.

During fiscal 2011, the Company concluded that the restricted stock issued in the acquisition in fiscal 2010 and placed into an escrow fund as discussed above constituted consideration, not compensation, and should be accounted for in shareholders' equity and additional goodwill. This change in accounting for the restricted stock was reflected in the Company's audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2011 included in Adept Technology, Inc.’s Annual Report on Form 10-K as filed with the SEC on September 6, 2011.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

	At June 25, 2010
Current assets	$	1,196
Property and equipment		91
Intangible assets		1,170
Goodwill		1,186
Total assets acquired	$	3,643
Current liabilities	$	515
Long-term debt		10
Total liabilities assumed	$	525
Net assets acquired	$	3,118

Intangible assets of $1.2 million consist of $0.9 million in developed technology and patents, and $0.3 million in customer base. The developed technology and patents were valued using the relief from royalty method, using a rate of 3.5% based upon third party licensing agreements and industry guidelines for the developed technology.The MobileRobots customer base was valued using the multi-period excess earnings method (“MPEEM”), which values an asset by discounting the future economic benefits of the customer base. Of the total purchase consideration, $1.2 million was recognized as goodwill, which represents the excess of the purchase consideration of the acquired business over the fair value of the underlying net assets acquired and liabilities assumed.

In addition, at June 30, 2011, the Company increased the MobileRobots purchase price allocation for goodwill by $307,000 to record a reduction in deferred tax assets related to the completion of the MobileRobots tax return filings for 2010.

5. Goodwill and Other Intangible Assets

On January 10, 2011, the Company completed the acquisition of InMoTx. Goodwill of $1.4 million and intangible assets of $1.3 million were acquired as a result of the acquisition. Of the $1.3 million in intangible assets, $1.1 million was assigned to developed technology to be amortized over seven years, and $231,000 was assigned to trademarks and trade names to be amortized over three years.

On June 25, 2010, Adept acquired all outstanding common shares of MobileRobots. Goodwill of $1.2 million and intangible assets of $1.2 million were acquired as a result of the acquisition of MobileRobots. Of the $1.2 million in intangible assets, $830,000 was assigned to patents to be amortized over five to ten years and $340,000 was assigned to the customer base to be amortized over three years. In addition, at June 30, 2011, the Company increased the MobileRobots purchase price allocation for goodwill by $307,000 to record a reduction in deferred tax assets related to the completion of the MobileRobots tax return filings for 2010.

The following is a summary of the gross carrying amount, the accumulated amortization and the aggregate amortization expense related to the intangible assets subject to amortization for fiscal 2011 and 2012 (in thousands):

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	June 30, 2012							June 30, 2011
	Gross Assets		Accumulated Amortization			Net Carrying Amount		Gross Assets		Accumulated Amortization			Net Carrying Amount
Developed Technology/Patents, MobileRobots	$	830	$	(238	)	$	592	$	830	$	(119	)	$	711
Customer Base, MobileRobots	340		(226		)	114		340		(113		)	227
Developed Technology, InMoTx	1,100		(236		)	864		1,100		(79		)	1,021
Trademarks/Trade names, InMoTx	231		(115		)	116		231		(38		)	193
Total	$	2,501	$	(815	)	$	1,686	$	2,501	$	(349	)	$	2,152

Amortization expense totaled $466,000 and $349,000 during fiscal 2012 and 2011, respectively.

A summary of future amortization as of June 30, 2012 follows (in thousands):

	Year 1		Year 2		Year 3		Year 4		More than 5 Years		Total
Developed Technology/Patents, MobileRobots	$	119	$	119	$	119	$	119	$	116	$	592
Customer Base, MobileRobots	113		1		—		—		—		114
Developed Technology, InMoTx	157		157		157		157		236		864
Trademarks/Trade names, InMoTx	77		39		—		—		—		116
Total	$	466	$	316	$	276	$	276	$	352	$	1,686

6. Financing Arrangements

Adept has a revolving line of credit with Silicon Valley Bank, or SVB. Adept originally entered into the Loan and Security Agreement and related agreements for the revolving line in May 2009. In March 2011, Adept entered into an additional Loan and Security Agreement (EX-IM Loan Facility) and related agreements with SVB, pursuant to which a portion of the revolving line (the “EX-IM Line”) is guaranteed by the Export-Import Bank of the United States, and Adept is able to borrow against foreign accounts receivable and export-related inventory. In February 2012, Adept entered into amendments to the May 2009 Loan and Security Agreement (as previously amended), the March 2011 Loan and Security Agreement (EX-IM Loan Facility) and related agreements. See “Subsequent Events” for a discussion of further changes to the May 2009 Loan and Security Agreement, including revisions to the financial covenants, pursuant to additional amendments entered into in September 2012. The revolving line of credit and recent amendments are also described in this annual report on Form 10-K under the section entitled “Liquidity and Capital Resources”.

The February 2012 amendments extended the maturity date of the EX-IM Line from March 24, 2012 to March 25, 2013, removed a sublimit under the domestic portion of the revolving line for foreign exchange contracts, cash management services and letters of credit, and modified the financial covenants Adept must meet during the term of the revolving line. As modified, Adept was required to maintain (a) liquidity (domestic cash plus the available domestic borrowing base) of at least $3.5 million, and (b) minimum aggregate quarterly EBITDA (measured at the end of each fiscal quarter and applying a definition set forth in the Loan and Security Agreement) equal to or exceeding specified amounts (which are lower than the amounts applicable prior to the February 2012 amendments) for each fiscal quarter beginning December 2011. The quarterly EBITDA amounts in the Loan and Security Agreement are minimum amounts for financial covenant purposes only, and do not represent projections of Adept's financial results.

The Loan and Security Agreement requires Adept to cause its U.S. customers to transmit payments on accounts receivable to a

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lockbox account at SVB. During the second quarter of 2012, SVB began applying all qualifying daily domestic cash receipts on either the next or second business day to repay outstanding obligations under the Loan and Security Agreement with any excess transferred to Adept's deposit account with SVB. In February 2012, the loan documents were amended to perpetuate this mechanism for applying cash receipts and remove the threshold that previously triggered it. Adept remained subject to this mechanism for applying cash receipts until September 2012 (see “Subsequent Events”). The maturity date for borrowings under the revolving line is March 25, 2013. Adept is able to re-borrow funds under the revolving line to the extent there is available borrowing base to do so, and Adept meets the other conditions precedent for borrowing set forth in the loan documents.

At June 30, 2012, Adept had an outstanding principal balance of $5.5 million under the revolving line. Adept paid a $50,000 facility fee and certain bank expenses in connection with the February amendments of the loan documents and the renewal of the EX-IM Line. In the third quarter of fiscal 2011, Adept incurred $98,000 in legal and bank fees to amend the line of credit facility. These costs were deferred and are being amortized into interest expense over the life of the facility. Based on operating needs, strategic activities and other factors, the Company may further utilize the line of credit in the future.

7. Commitments and Contingencies

Commitments

Future minimum lease payments under non-cancelable operating leases with original terms in excess of one year as of June 30, 2012 are as follows (in thousands):

Fiscal Year
2013	$	1,998
2014	1,569
2015	1,493
2016	852
2017	192
Thereafter	245
Total minimum lease payments	$	6,349

Rent expense was $2.0 million in fiscal 2012 and $2.0 million in fiscal 2011.

Adept’s headquarters and its U.S. research and development and manufacturing operations are located in two leased buildings of approximately 56,891 total square feet in Pleasanton, California. The first lease agreement, which is related to Adept’s principal executive offices, is for premises of 33,864 square feet, with a right of first offer on 11,059 additional square feet in Pleasanton, California for a term of seven years ending December 31, 2015 and an option to extend for an additional five-year period. Annual rent payments were $690,826 initially in 2009, subject to a 3% annual increase. During the second quarter of fiscal 2012, we received a four month rent abatement on this lease in exchange for the removal of a clause in the lease which allowed for termination by the leasee on the fifth year, the savings of which will be recognized over the remaining life of the lease through December 31, 2015. The annual rent savings from the abatement is approximately $55,000. The second leased building is located near Adept’s executive offices and is used for the Company’s manufacturing operations. The leased square feet of this building is 23,027. This lease is for a seven-year term ending January 2014 with an option to extend for an additional five-year period, for initial annual rent of $414,486 in 2009, subject to a 3% annual increase. This lease also includes a right of first offer on 12,000 additional square feet. Adept also leases facilities for sales and operations in Dortmund, Germany. Other leased Adept facilities include Amherst, New Hampshire; Wissous and Annecy, France; Shanghai, China, and Singapore. All of Adept’s facilities are used by both of the Company’s two reportable business segments.

At June 30, 2012, Adept had one material capital lease obligation with a bargain purchase option totaling $1.00, which is included in other accrued liabilities and other long-term liabilities. The lease term is for three years, and bears an implied interest rate of 9.437%.

At June 30, 2012, Adept had $9.6 million of inventory purchase obligations. Purchase obligations are in the form of purchase orders, generally for custom components and sub-assemblies. These purchase orders typically cannot be canceled by Adept without penalty. Penalties may range up to 30% of the canceled order, but cancellations are not common and the Company's usual practice is to reschedule delivery dates if adjustment is needed.

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Legal Proceedings

From time to time, Adept is party to various legal proceedings or claims, either asserted or unasserted, which arise in the ordinary course of our business. We have reviewed pending legal matters and believe that the resolution of these matters will not have a material effect on our business, financial condition or results of operations.

Adept has in the past received communications from third parties asserting that we have infringed certain patents and other intellectual property rights of others, or seeking indemnification against alleged infringement. Adept received such a letter in June 2012 from a third party alleging unauthorized use of proprietary information disclosed pursuant to a nondisclosure agreement with such third party in connection with a product offering by Adept to semiconductor customers and requesting that Adept cease and desist the alleged use of such intellectual property and proprietary information and explain its activities in connection with such products to determine if such activities infringe on certain of the party's patents. While it is not feasible to predict or determine the likelihood or outcome of any actual or potential actions from such assertions against us for this or other matters, Adept has assessed this matter and based upon its assessment, believes the claims are without merit.

8. Stockholders’ Equity

Preferred Stock

The Board of Directors has the authority to issue, without further action by the stockholders, up to 1.0 million shares of preferred stock in one or more series and to fix the price, rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting a series or the designation of such series, without any further vote or action by the Company’s stockholders. The issuance of preferred stock, while providing desirable flexibility in connection with possible financings, acquisitions and other corporate purposes, could have the effect of delaying, deferring or preventing a change in control of the Company without further action by the stockholders and may adversely affect the market price of, and the voting and other rights of, the holders of common stock. No shares of preferred stock were outstanding at June 30, 2012.

On September 18, 2012, the Company issued 8,000 shares of Preferred Stock, at a price of $1,000 per share to Hale Capital Partners, LP (“Hale Capital”) for gross proceeds of $8 million. The Company received net proceeds of approximately $7.6 million from the issuance of the Preferred Stock, after deducting estimated expenses payable by the Company. The total number of shares of Common Stock issuable upon conversion of the Preferred Stock and as dividends is not to exceed 19.9% of the Company's currently outstanding shares of Common Stock. Each share of the Preferred Stock is convertible, at the option of the holder, at a conversion rate of $4.60.

Common Stock

During the fourth quarter of fiscal 2012, the Company offered and sold 920,000 shares of its common stock, which includes full exercise of the over-allotment option of 120,000 shares, at a price of $4.00 per share, pursuant to an underwriting agreement with Roth Capital Partners, LLC, dated June 8, 2012. The shares were offered and sold under a prospectus supplement and related prospectus filed with the SEC pursuant to the Company's shelf registration statement on Form S-3.

The Company has reserved shares of common stock for future issuance at June 30, 2012 as follows (in thousands):

Stock options outstanding	1,473
Stock options and restricted stock available for grant	888
Employee stock purchase plan shares available for purchase	422
	2,783

Equity Incentive Plans

The following table summarizes employee incentive plan activities under the Company’s stock option and equity incentive plans (in thousands, except per share data):

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							Options
	Available for Grant		No. of Options Outstanding		No. of Restricted Stock Outstanding		Aggregate Price			Weighted Average Exercise Price Per Share
Balance at June 30, 2010	854		1,236		9		$	8,915		$	7.22
Granted	(445	)	285		160		1,413			4.95
Canceled	153		(153	)	—		(2,642		)	17.28
Exercised	—		(36	)	—		(97		)	2.70
Vested	—		—		(50	)	—			—
Expired	(25	)	—		—		—			—
Forfeited due to cancellation or for taxes	32		—		(32	)	—			—
Balance at June 30, 2011	569		1,332		87		$	7,589		$	5.70
Shares added	750		—		—		—			—
Granted	(285	)	281		5		1,048			3.73
Canceled	110		(110	)	—		(1,018		)	9.25
Exercised	—		(30	)	—		(89		)	2.99
Vested	—		—		(56	)	—			—
Expired	(292	)	—		—		—			—
Forfeited due to cancellation or for taxes	36		—		(36	)	—			—
Balance at June 30, 2012	888		1,473		—		$	7,530		$	5.11

The following table summarizes information concerning outstanding and exercisable options at June 30, 2012:

	Options Outstanding				Options Exercisable
Range of Exercise Prices Per Share	Options Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Options Exercisable	Weighted Average Exercise Price
	(in thousands)	(years)	(per share)		(in thousands)	(per share)
$  1.50 - $  2.85	72	5.98	$	2.40	43	$	2.16
$  3.07 - $  3.07	408	6.46	3.07		300	3.07
$ 3.35 - $ 3.73	59	8.89	3.41		15	3.55
$ 3.78 - $ 3.78	168	9.16	3.78		38	3.78
$ 3.88 - $ 4.70	52	8.69	4.33		14	4.18
$ 4.86 - $ 4.86	183	8.17	4.86		84	4.86
$  5.00 - $  5.74	157	5.25	5.64		152	5.64
$  6.25 - $  8.07	159	4.04	7.54		159	7.54
$ 8.75 - $ 8.75	9	4.38	8.75		9	8.75
$ 9.48 - $ 13.94	206	5.91	9.65		195	9.66
$  1.50 - $ 13.94	1,473	6.65	$	5.11	1,009	$	5.64

Employee Stock Purchase Plan

The 2008 ESPP has overlapping 24-month offering periods that begin every six months, starting on the first trading day on or after November 1 and May 1 of each year. Each 24-month offering period is divided into foursix-month purchase periods. For every six-month purchase period, the plan allows eligible employees, through payroll deductions of a maximum of 15% of individual salary, to purchase up to a maximum of 1,200 shares of the Company’s common stock at 85% of fair market value on either the first day of the offering period or the last day of the purchase period, whichever is lower. As of June 30, 2012, there were 422,328 shares available for issuance under the 2008 Employee Stock Purchase Plan.

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9. Employee Savings and Investment Plan

The Company maintains a 401(k) savings and investment plan in which all employees are eligible to participate. On August 31, 2010, a 401(k) match of up to $500 per year per employee was approved by the Compensation Committee of the Company’s Board of Directors.

In fiscal 2012 and 2011, the Company expensed $59,000 and $87,000, respectively, in 401(k) matching benefits.

10. Income Taxes

The Company’s book income (loss) before income taxes for fiscal 2012 and 2011 were as follows (in thousands):

	Years Ended June 30,
	2012			2011
Domestic	$	(1,183	)	$	(4,468	)
Foreign	(2,936		)	(2,352		)
Total	$	(4,119	)	$	(6,820	)

The Company had no accumulated foreign earnings at June 30, 2012 or June 30, 2011.

The provision for income taxes consists of the following (in thousands):

	Years Ended June 30,
	2012			2011
Current:
Federal	$	(8	)	$	—
State	41			48
Foreign	(429		)	203
Total current	(396		)	251
Deferred:
Federal	—			(281		)
State	—			(26		)
Foreign	—			—
Total deferred	—			(307		)
Benefit from income taxes	$	(396	)	$	(56	)

The difference between the provision for (benefit from) income taxes and the amount computed by applying the federal statutory income tax rate to income (loss) before provision for (benefit from) income taxes is explained below (in thousands):

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	Years Ended June 30,
	2012			2011
Tax at federal statutory rate	$	(1,440	)	$	(2,319	)
State taxes, net of federal benefit	112			225
Foreign taxes differential	(36		)	(216		)
Tax credits	(53		)	(195		)
Non-deductible meals and entertainment	25			29
Stock compensation	317			243
Non-deductible acquisition expense	—			79
Unrecognized tax benefits	(533		)	252
Imputed intercompany interest	282			253
Adjustments related to prior years	1,535			1,466
Purchase accounting	—			(1,189		)
Change in valuation allowance	(656		)	986
Other	51			330
Benefit from income taxes	$	(396	)	$	(56	)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

	Years Ended June 30,
	2012			2011
Deferred tax assets:
Net operating loss carryforwards	$	34,168		$	34,649
Tax credit carryforwards	1,530			1,501
Inventory valuation	567			823
Depreciation /amortization	975			1,145
Other accruals not currently deductible for tax purposes	1,652			1,627
Capitalized research and development expenses	39			118
Other	206			75
Total deferred tax assets	39,137			39,938
Valuation allowance	(38,627		)	(39,282		)
Net deferred tax assets	510			656
Deferred tax liabilities:
Purchased intangibles	(510		)	(656		)
Net deferred tax liabilities	(510		)	(656		)
Total net deferred tax liabilities	$	—		$	—

For financial reporting purposes, the Company's deferred tax assets have been fully offset by a valuation allowance due to uncertainties about the Company's ability to generate future taxable income. The change in the valuation allowance was a net increase (decrease) of $(0.7) million and $1.0 million for the periods ended June 30, 2012, and June 30, 2011, respectively.

The accumulated tax benefits associated with employee stock options provide a deferred benefit of approximately $1.6 million which has been fully offset by the valuation allowance. The deferred tax benefit associated with the employee stock options will be credited to additional paid-in capital when realized.

The reversal of previously accrued income taxes reflects management’s reassessment of the appropriate level of tax liabilities for the Company based on the Company’s current level of operating activities and recent filing of its federal, state, and certain international tax returns.

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At June 30, 2012, the Company had net operating loss carryforwards for federal income tax purposes of approximately $92.0 million which will expire in 2022 through 2032 if unused. The Company had net operating loss carryforwards for California income tax purposes of approximately $39.8 million which will expire in 2014 through 2032. The Company had net operating loss carryforwards for other state income tax purposes of approximately $12.6 million. These other state net operating loss carryforwards will expire in the years 2021 through 2032 if unused.

The Company also has foreign net operating loss carryforwards of approximately $9.5 million, which have no expiration date.

The Company also had credit carryforwards of approximately $2.8 million for federal income tax purposes, and $5.5 million for state income tax purposes. The federal tax credit and a portion of the state tax credit will expire in 2013 through 2032 if unused.

Utilization of the net operating loss and credit carryforwards may be subject to a substantial annual limitation due to the change in ownership limitations provided in the Internal Revenue Code. The annual limitation may result in the expiration of the net operating losses and credits before utilization.

Effective July 1, 2007, Adept adopted ASC Topic 740-10, Accounting for Uncertainty in Income Taxes. The process involves evaluating if the income tax position will more than likely not sustain on technical merits if audited by an income tax authority. The more likely than not threshold is assessed assuming that the taxing authority will examine the income tax position having full knowledge of all relevant information. At June 30, 2012 the Company had $8.1 million of unrecognized tax benefits of which $0.4 million, if recognized, would reduce the Company’s effective tax rate.

Adept files income tax returns in the U.S. federal jurisdiction, California and various state and foreign tax jurisdictions in which the Company has a subsidiary or branch operation. The tax years 1998 to 2012 remain open to examination by the U.S. and state tax authorities, and the tax years 2006 to 2012 remain open to examination by the foreign tax authorities or until the statute of limitations lapses in each jurisdiction.

Adept’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of June 30, 2012, the Company had accrued interest or penalties associated with unrecognized tax benefits of approximately $32,000. The Company expects an increase to the estimated amount of the liability associated with its uncertain tax position within the next twelve months of approximately $142,000.

The following table summarizes the activity related to Adept’s unrecognized tax benefits (in thousands):

	Years Ended June 30,
	2012			2011		2010
Beginning balance	$	8,254		$	7,101	$	7,956
Increases related to prior year tax positions	19			412		—
Decreases related to prior year tax positions	—			—		(964		)
Increases related to current year tax positions	61			741		109
Decreases related to lapse of state limitations	(271		)	—		—
Ending balance	$	8,063		$	8,254	$	7,101

In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. The Company does not provide for U.S. income taxes on the earnings of foreign subsidiaries as such earnings are to be reinvested indefinitely. As of June 30, 2012, there is no cumulative amount of earnings upon which U.S. income taxes have not been provided.

11. Segment Information

The Company discloses certain information regarding operating segments, products and services, geographic areas of operation and major customers. This reporting is based upon the “management approach”: how management organizes the Company’s operating segments for which separate financial information is (i) available and (ii) evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Adept’s chief operating decision maker is its Chief Executive Officer, or CEO.

Adept’s business is focused towards delivering intelligent flexible production automation products, components and services

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for assembly, packaging, material handling and lab automation applications under two operating segments: Robotics and Services and Support.

• The Robotics segment provides intelligent motion control systems, production automation software, including vision-guidance and application software, and robot mechanisms to customers.

• The Services and Support segment provides support services to customers including: spare parts for, and/or remanufacture of, robot mechanisms; information regarding the use of the Company’s automation equipment; ongoing support of installed systems; consulting services for applications; and training courses ranging from system operation and maintenance to advanced programming, geared towards manufacturing engineers who design and implement automation lines.

The Company evaluates performance and allocates resources based on segment revenue and segment operating income (loss). Segment operating income (loss) is comprised of income before unallocated research, development and engineering expenses, unallocated selling, general and administrative expenses, interest income, and interest and other expenses.

Management does not fully allocate research, development and engineering expenses and selling, general and administrative expenses when making capital spending and expense funding decisions or assessing segment performance. There is no inter-segment revenue recognized. Transfers of materials or labor between segments are recorded at cost.

Segment information for total assets and capital expenditures is not presented as such information is not used in measuring segment performance or allocating resources between segments.

The following table summarizes the Company’s segment results (in thousands):

	Fiscal Years Ended
	June 30, 2012			June 30, 2011
Revenue:
Robotics	$	54,815		$	45,129
Services and Support	11,404			12,376
Total revenue	$	66,219		$	57,505
Operating income (loss):
Robotics	$	9,461		$	4,195
Services and support	2,837			2,511
Segment profit	12,298			6,706
Unallocated research, development and engineering and selling, general and administrative expenses	(13,713		)	(12,203		)
Restructuring charges, net	(1,256		)	(662		)
Amortization of other intangible assets	(466		)	(349		)
Interest expense, net	(250		)	(124		)
Currency exchange loss	(732		)	(188		)
Loss before income taxes	$	(4,119	)	$	(6,820	)

Management also assesses the Company’s performance, operations and assets by geographic areas, and, therefore, revenue and long-lived assets related to continuing operations are summarized in the following table (in thousands):

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	Fiscal Years Ended June 30,
	2012		% of total		2011		% of total
Revenue:
United States	$	18,259	28	%	$	16,728	29	%
Europe	32,212		49	%	29,185		51	%
Asia	12,815		19	%	10,581		18	%
Other countries	2,933		4	%	1,011		2	%
Total International	47,960		72	%	40,777		71	%
Total	$	66,219	100	%	$	57,505	100	%

Assets

The following table summarizes the Company’s long-lived asset balances as follows (in thousands):

	June 30, 2012		June 30, 2011
Long-lived assets:
United States	$	1,997	$	1,492
All other countries	416		396
Total long-lived assets	$	2,413	$	1,888

Goodwill

At June 30, 2012, Adept had $3.0 million in goodwill due to the acquisition of MobileRobots in the fourth quarter of fiscal 2010, and the acquisition of InMoTx in the third quarter of fiscal 2011. All of the goodwill is carried in the Robotics segment, and none is allocated to the Service and Support segment.

12. Subsequent Events

Fiscal 2012 and 2013 Performance Plans

On September 20, 2012, the Compensation Committee of the Board adopted the Fiscal 2013 Performance Plan pursuant to which 170,000 restricted shares may be granted under the 2005 Equity Incentive Plan following fiscal 2013 if certain performance criteria are met. The Company will measure performance using an adjusted EBITDA measurement similar to that used for prior performance plans but without making an adjustment to EBITDA for restructuring expense (if any). The Compensation Committee also granted 175,000 restricted shares to participants in the Fiscal 2012 Performance Plan on a discretionary basis as the plan's adjusted EBITDA target was not met but adjusted EBITDA excluding currency expense exceeded plan targets

Executive Officer Compensation

On September 20, 2012, the Compensation Committee of the Board approved fiscal 2013 salaries for its executive officers, including a 10% salary reduction from fiscal 2012 salary levels to lower the operating expenses of the Company to help offset the impact of the slowdown in orders seen in the first fiscal quarter of 2013.  This reduction will be evaluated by the Compensation Committee during fiscal 2013 on the basis of the Company's revenue and expenses later in fiscal 2013.

Private Placement of Preferred Stock

On September 18, 2012, the Company issued 8,000 shares of Preferred Stock, at a price of $1,000 per share to Hale Capital for total gross proceeds to the Company of $8 million. The Preferred Stock was offered and sold to Hale Capital pursuant to an exemption from registration with the SEC under Rule 506 under the Securities Act of 1933, as amended. The Company received net proceeds of approximately $$7.6 million from the issuance of the Preferred Stock, after deducting estimated expenses payable by the Company. The total number of shares of Common Stock issuable upon conversion of the Preferred Stock and as dividends is not to exceed 19.9% of the Company's currently outstanding shares of Common Stock. Holders of Preferred Stock will be entitled to receive dividends payable quarterly in arrears payable, at the election of the Company either in cash or, subject to certain equity conditions, in Common Stock. Dividends on the Preferred Stock will accrue at Prime Rate

75

(Wall Street Journal Eastern Edition) plus 3% (up to a maximum amount of 4%).

Each share of the Preferred Stock will be convertible, at the option of the holder and upon certain mandatory conversion events described below, at a conversion rate of $4.60.

If on or after the first anniversary of the issuance of the Preferred Stock, the Common Stock price exceeds the “Applicable Percentage” (meaning, 200% from the first anniversary to the second anniversary, 175% until the third anniversary, and 150% thereafter) for a consecutive 60 days, such price is maintained until conversion, and certain equity conditions providing that such shares of Common Stock issued upon conversion can be immediately saleable by the holders (the Equity Conditions”), the Company can convert the Preferred Stock up to an amount equal to the greater of the then-one week trading volume of the Common Stock (the “Volume Limit”) or the amount of an identified bona fide block trade at a price not less than the then-current market price.

Starting 18 months after issuance of the Preferred Stock, if the trading price of the Common Stock is more than 110% of the conversion price for a specified period, the Company may convert up to 10% of the Preferred Stock issued pursuant to the Securities Purchase Agreement per quarter at 100% of the original price plus the amount of any accrued and unpaid dividends, subject to a maximum conversion equal to the Volume Limit per month and subject to the Equity Conditions. The ability to require conversion requires that the Company (i) maintains on deposit such amount of cash and cash equivalents and (ii) satisfies such EBITDA threshold, in each case as is mutually determined by the Company and Silicon Valley Bank and reasonably acceptable to Hale Capital. If the Company cannot convert the Preferred Stock due to its failure to satisfy the conditions, then it may redeem the shares for cash at the same price subject to agreement of the Holder.

Upon certain triggering events, such as bankruptcy, insolvency or a material adverse effect or failure of the Company to issue shares upon conversion of the Preferred Stock in accordance with its obligations, the Holders may require the Company to redeem all or some of the Preferred Stock at a price equal to 100% of the conversion amount, and in certain events, the higher trading price of the Common Stock underlying the Preferred Stock between the date of the redemption notice and redemption, plus accrued and unpaid dividends.

On or after September 30, 2016, each holder can require the Company to redeem its Preferred Stock in cash at a price equal to 100% of the conversion amount being redeemed plus accrued and unpaid dividends.

Election of Director

On September 18, 2012, Martin Hale Jr. became a member of the Adept Board of Directors. Mr. Hale was designated by Hale Capital as a nominee for election to serve on the Board pursuant to its rights in the Side Letter Agreement entered into in connection with Adept's preferred stock financing consummated on the same date.

Amendments to Silicon Valley Bank Loan Agreements

On September 5 and September 18, 2012, Adept entered into amendments to its Loan and Security Agreement, dated May 1, 2009 (as previously amended), for its revolving line of credit with Silicon Valley Bank (“SVB”). The revolving line of credit and recent amendments are also described in this annual report on Form 10-K under the section entitled “Liquidity and Capital Resources”.

The September 18, 2012 amendment modified the financial covenants Adept must meet during the term of the Revolving Line. As modified, Adept must maintain (a) liquidity (domestic cash plus the available domestic borrowing base, measured monthly) of at least $5 million (previously $3.5 million), and (b) minimum aggregate rolling six-month EBITDA (measured at the end of each fiscal quarter for the six months ending on such date and applying the EBITDA definition set forth in the Loan and Security Agreement) equal to or exceeding specified amounts for each quarter (which are lower than the amounts applicable prior to this amendment). The quarterly EBITDA amounts in the Loan and Security Agreement are minimum amounts for financial covenant purposes only, and do not represent projections of Adept's financial results.

The Loan and Security Agreement requires Adept to cause its U.S. customers to transmit payments on accounts receivable to a lockbox account at SVB. During the second quarter of 2012, SVB began applying all qualifying daily domestic cash receipts on either the next or second business day to repay outstanding obligations under the Loan and Security Agreement with any excess transferred to Adept's deposit account with SVB. In February 2012, the Loan and Security Agreement was amended to perpetuate this mechanism for applying cash receipts and remove the threshold that previously triggered it. The September 18, 2012 amendment reinstituted a new threshold so that Adept is no longer automatically subject to this mechanism, and will become subject to it if Adept fails to meet the threshold. Under this amendment, if Adept's liquidity (domestic cash plus the available domestic borrowing base) is $7.5 million or above and there is no event of default under the revolving line, SVB will transfer all collections from the lockbox account to Adept's deposit account. If Adept's liquidity falls below $7.5 million, SVB

76

will first apply all collections from this lockbox account toward repayment of Adept's obligations to SVB, and then transfer any excess to Adept's designated deposit account with SVB. Adept may continue to borrow funds under the revolving line if there is available borrowing base to do so, and Adept meets the other conditions precedent for borrowing set forth in the loan documents. A collateral monitoring fee of $850 per month, which was payable every month pursuant to the February 2012 amendment, is now payable only if Adept's liquidity falls below $7.5 million and if there is any principal or interest outstanding under the revolving line of credit during the month.

The September 5 amendment modifies certain covenants in the revolving line to permit Adept to meet dividend payment and mandatory redemption provisions under the terms, rights, obligations and preferences of the preferred stock issued to Hale Capital. This amendment also requires SVB approval before certain specified types of changes may be made to the terms, rights, obligations and preferences of the preferred stock.

Adept paid a $25,000 fee to SVB in September 2012, and will pay certain bank expenses, in connection with entry into the September amendments.

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SCHEDULE II

ADEPT TECHNOLOGY, INC.

VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

Description	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Deductions (1)			Balance at End of Period
Year ended June 30, 2011:
Allowance for doubtful accounts	$	505	$	495	$	(302	)	$	698
Year ended June 30, 2012:
Allowance for doubtful accounts	$	698	$	150	$	(219	)	$	629

(1) Includes write-offs, net of recoveries.

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EX-3.3

EXHIBIT 3.3

CERTIFICATE OF DESIGNATIONS, PREFERENCES
AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK
OF
ADEPT TECHNOLOGY, INC.

Adept Technology, Inc. (the "Company"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Certificate of Incorporation, as amended, of the Company, and pursuant to the provisions of the DGCL, the Board of Directors of the Company adopted resolutions (i) designating a series of the Company's previously authorized preferred stock, par value $0.001 per share, and (ii) providing for the designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of nine thousand five hundred (9,500) shares of Series A Convertible Preferred Stock of the Company, as follows:

RESOLVED, that the Company is authorized to issue nine thousand five hundred (9,500) shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred Shares"), which shall have the following powers, designations, preferences and other special rights:

(1)Dividends.

(a)The holders of Preferred Shares (each, a "Holder" and collectively, the "Holders"), shall be entitled to receive dividends ("Dividends") payable, subject to the conditions and other terms hereof, in shares of Common Stock or cash on the Stated Value of such Preferred Share without giving effect to any reduction for the payment of any Installment Amount on such date, at the Dividend Rate determined as of the applicable Dividend Date, accruing on a daily basis. Dividends shall compound quarterly as of the day immediately following a Dividend Date. Dividends on the Preferred Shares shall commence accruing on the Issuance Date and shall be computed on the basis of a 365-day year and actual days elapsed. Dividends shall be payable in arrears on (i) outstanding Preferred Shares on the first Business Day of each calendar quarter, (ii) those Preferred Shares being converted into Common Stock (as defined in Section 2) in accordance with Section 2(c) below, (iii) those Preferred Shares being converted into Common Stock on each Mandatory Conversion Date and (iv) those Preferred Shares being redeemed on each Redemption Date, in each case to the extent accrued on such Preferred Shares on such date (each date, a "Dividend Date").

(b)Dividends shall be payable on each Dividend Date, to the record holders of the Preferred Shares on the applicable Dividend Date, either, at the election of the Company, (i) in shares of Common Stock ("Dividend Shares") so long as the Company satisfies all Dividend Equity Conditions (unless waived in writing by such Holder) as of the applicable Dividend Date, or (ii) following notice to each Holder, in cash by wire transfer of immediately available funds ("Cash Dividends"). If any portion of Dividends for a particular Dividend Date shall be paid in Dividend Shares, then the Company shall, or shall direct the Company's transfer agent (the "Transfer

EXHIBIT 3.3

Agent") to, (i) credit the Holder's account with the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program or (ii) if the Holder has no such account, make an electronic book entry in the name of such Holder or if no electronic book entry is possible, deliver stock certificates to such Holder, for a number of fully paid and nonassessable shares of Common Stock equal to the quotient of (x) the cash amount of Dividends elected to be paid in Dividend Shares on such Dividend Date, divided by (y) the Company Dividend Price, rounded to the nearest whole share of Common Stock. The Company shall pay any and all documentary, stamp and transfer (but only in respect of the registered holder thereof) taxes payable with respect to the issuance and delivery of Dividend Shares.

(2)Conversion of Preferred Shares. Preferred Shares shall be convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock") by the Holders thereof, on the terms and conditions set forth in this Section 2.

(a)Holder's Conversion Right. Subject to the provisions of Section 9, at any time or times on or after the Issuance Date, any Holder shall be entitled to convert any whole number of Preferred Shares, into fully paid and nonassessable shares of Common Stock in accordance with Section 2(c) at the Conversion Rate (as defined below).

(b)Conversion. The number of shares of Common Stock issuable upon conversion of each Preferred Share pursuant to Section 2(a) shall be determined according to the following formula (the "Conversion Rate"):

Conversion AmountConversion Price

No fractional shares of Common Stock are to be issued upon the conversion of any Preferred Share, but rather the number of shares of Common Stock to be issued shall be rounded to the nearest whole number.

(c)Mechanics of Optional Conversion. The conversion of Preferred Shares shall be conducted in the following manner:

(i)Holder's Delivery Requirements. To convert Preferred Shares into validly issued, fully paid and non-assessable shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York City Time, on such date, a copy of a properly completed notice of conversion executed by the registered Holder of the Preferred Shares subject to such conversion in the form attached hereto as Exhibit I (the "Conversion Notice") to the Company and the Transfer Agent and (B) if required by Section 2(c)(iv), surrender to a common carrier for delivery to the Company as soon as practicable following such date the original certificates representing the

EXHIBIT 3.3

Preferred Shares being converted (or compliance with the procedures set forth in Section 15) (the "Preferred Stock Certificates").

(ii)Company's Response. Upon receipt by the Company of copy of a Conversion Notice, the Company shall (I) as soon as practicable, but in any event within one (1) Trading Day, send, via facsimile (or otherwise deliver), a confirmation of receipt of such Conversion Notice to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein and (II) on or before the third (3^rd) Trading Day following the date of receipt by the Company of such Conversion Notice (the "Share Delivery Date"), (A) credit the Holder's account with the DTC Fast Automated Securities Transfer Program or if the Holder has no such account, make an electronic book entry in the name of such Holder, for a number of fully paid and nonassessable shares of Common Stock to which such Holder shall be entitled and (B) pay to the Holder the applicable accrued and unpaid Dividends per Preferred Share converted pursuant to the terms set forth in Section 1.

(iii)Record Holder. The Person or Persons of record entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

(iv)Book-Entry. To the greatest extent permitted by applicable law, upon conversion or redemption of Preferred Shares in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted or redeemed and the dates of such conversions or redemptions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion or redemption. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. If Preferred Shares represented by a certificate are converted or redeemed as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and

EXHIBIT 3.3

deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion or redemption of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend:

ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(iv) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(iv) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE AND ANY REMAINING INSTALLMENT AMOUNTS MAY HAVE BEEN REDUCED IN CONNECTION WITH CERTAIN CONVERSIONS OR REDEMPTIONS.

(d)Mandatory Conversion. If at any time after the first (1st) anniversary of the Issuance Date, (i) the Closing Price of the Common Stock exceeds the Applicable Percentage of the Conversion Price for a period of not less than the sixty (60) consecutive Trading Days prior to the delivery of each Mandatory Conversion Notice (as defined below), and (ii) all the Equity Conditions are satisfied (or waived by the Holders) as of both each applicable Mandatory Conversion Notice Date (as defined below) and each applicable Mandatory Conversion Date (as defined below), the Company, subject to the provisions of Section 9, may require each Holder to convert all, or any whole number, of Preferred Shares equal to the product of (i) the aggregate Preferred Shares which the Company has elected to cause to be converted pursuant to this Section 2(d), multiplied by (ii) such holder's Holder Pro Rata Portion, in each case as designated in the applicable Mandatory Conversion Notice into fully paid, validly issued and nonassessable shares of Common Stock (rounded to the nearest whole share) in accordance with this Section 2(d) at the Conversion Rate as of the applicable Mandatory Conversion Date (a "Mandatory Conversion"). The Company may require conversion under this Section 2(d) following satisfaction of

EXHIBIT 3.3

the above conditions by delivering a written notice thereof by facsimile (or other delivery) and overnight courier to all, but not less than all, of the holders of Preferred Shares and the Transfer Agent (each, a "Mandatory Conversion Notice" and the date of each delivery of such notice by facsimile (or other delivery) to all Holders is referred to as a "Mandatory Conversion Notice Date"). Each Mandatory Conversion Notice shall be irrevocable; provided, however, that in the event that the Closing Price of the Common Stock does not exceed the Applicable Percentage of the Conversion Price on each Trading Day during the period from the applicable Mandatory Conversion Notice Date through the applicable Mandatory Conversion Date or the Equity Conditions are not satisfied on each such Trading Day, then such applicable Mandatory Conversion Notice shall be null and void and of no further force or effect. Each Mandatory Conversion Notice shall state (i) the Trading Day of the applicable Mandatory Conversion, which Trading Day shall be five (5) Trading Days following the applicable Mandatory Conversion Notice Date (the "Mandatory Conversion Date"), (ii) the aggregate number of Preferred Shares subject to Mandatory Conversion from such Holder and the other Holders pursuant to this Section 2(d), (iii) the amount of any accrued and unpaid Dividends on the Preferred Shares subject to such Mandatory Conversion and the manner of payment pursuant to the terms set forth in Section 1 and (iv) confirmation that the Company satisfies all necessary conditions. The Company may effect only one (1) Mandatory Conversion during any thirty (30) calendar day period. If not otherwise specified in any applicable Conversion Notice, all Preferred Shares converted by such Holder after a Mandatory Conversion Notice Date and prior to the actual conversion of the Preferred Shares that are the subject of the applicable Mandatory Conversion Notice shall reduce the number of such Holder's Preferred Shares required to be converted on the applicable Mandatory Conversion Date. A Mandatory Conversion Notice shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein and credit the Holder's account with DTC Fast Automated Securities Transfer Program or if the Holder has no such account,

EXHIBIT 3.3

make an electronic book entry in the name of such Holder, for a number of fully paid and nonassessable shares of Common Stock to which such Holder shall be entitled and to debit each Holder's account with DTC or electronic book entry account (if any) in respect of the Preferred Shares converted in the Mandatory Conversion. In the event that the Holder shall object to the Company's determination that all conditions precedent to an applicable Mandatory Conversion have been satisfied, it shall so notify the Company in writing prior to the Mandatory Conversion Date and the shares of Common Stock subject to such Mandatory Conversion that are subject to dispute shall be held in abeyance for such Holder and not subject to such Mandatory Conversion until such dispute shall have been resolved pursuant to Section 27. In connection with each Mandatory Conversion hereunder, the Company shall pay to the Holder accrued and unpaid Dividends per Preferred Share subject to such Mandatory Conversion hereunder pursuant to the terms set forth in Section 1. The Person or Persons of record entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the applicable Mandatory Conversion Date.

(e)Taxes. The Company shall pay any and all documentary, stamp, transfer (but only in respect of the registered holder thereof) and other similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon the conversion of Preferred Shares.

(f)Adjustments to Conversion Price. The Conversion Price will be subject to adjustment from time to time as provided in this Section 2(f).

(i)Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. If the Company at any time after the Subscription Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time after the Subscription Date combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 2(f)(i) shall become effective on the effective date of such subdivision or combination.

(ii)Voluntary Adjustment By Company. Subject to all applicable law and Section 9, the Company may at any time reduce the then current Conversion Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

(g)Notices.

EXHIBIT 3.3

(i)Immediately upon any adjustment of the Conversion Price pursuant to Section 2(f), the Company will give written notice thereof to each Holder, setting forth in reasonable detail, and certifying, the calculation of such adjustment. In the case of a dispute as to the determination of such adjustment, then such dispute shall be resolved in accordance with the procedures set forth in Section 27.

(ii)The Company will give written notice to each Holder at least fifteen (15) Business Days prior to the date on which the Company closes its books or takes a record (I) with respect to any dividend or distribution upon the Common Stock, (II) with respect to any pro rata subscription offer to holders of Common Stock or (III) for determining rights to vote with respect to any Fundamental Transaction or Liquidation Event, provided that such written notice shall not be required to be delivered by the Company before it is disclosed by the Company to the public.

(iii)The Company will also give written notice to each Holder at least fifteen (15) Business Days prior to the date on which any Fundamental Transaction or Liquidation Event will take place, provided that such information shall not be required to be delivered by the Company before it is disclosed by the Company to the public.

(3)Redemptions.

(a)Redemption Option Upon Triggering Event. In addition to all other rights of the Holders contained herein, after a Triggering Event, each Holder shall have the right, at such Holder's option, to require the Company to (i) redeem (a "Triggering Event Redemption") to the extent permitted by applicable law all or a portion of such Holder's Preferred Shares at a price per Preferred Share equal to 100% of the Conversion Amount being redeemed; provided, however, that only in the event the Equity Conditions are not satisfied during each Trading Day during the period beginning on the earlier to occur of the date of the Holder's receipt of a Notice of Triggering Event (as defined below) and such Holder becoming aware of a Triggering Event and notifying the Company thereof and ending on the Triggering Event Redemption Date, such price per Preferred Share shall equal 100% of the greater of (A) the Conversion Amount being redeemed and (B) the product of (1) the Conversion Amount being redeemed and (2) the quotient determined by dividing (x) the greatest Closing Price of the shares of Common Stock during the period beginning on the date immediately preceding such Triggering Event and ending on the date the Holder delivers the Notice of Redemption at Option of Holder (as defined below), by (y) the Conversion Price (the "Triggering EventRedemption Price") and (ii) pay to the Holder the applicable accrued and unpaid Dividends through the Triggering Event Redemption Date (as defined below) per Preferred Share redeemed hereunder pursuant to the terms set forth in Section 1. In the event that the Company shall object to the Holder's notice that a Triggering Event has occurred, the Company

EXHIBIT 3.3

shall so notify the Holders in writing upon receipt of such notice and the Preferred Shares subject to any Notice of Redemption at Option of Holder that are subject to dispute shall be held in abeyance and not subject to redemption until such dispute shall have been resolved by the parties working together in good faith. Within one (1) Business Day after the occurrence of a qualifying Triggering Event, the Company shall deliver written notice thereof via facsimile and overnight courier ("Notice of Triggering Event") to each Holder. At any time after the earlier of (i) a Holder's receipt of a Notice of Triggering Event and (ii) such Holder becoming aware of a Triggering Event and delivering to the Company a Notice of Triggering Event, any Holder of Preferred Shares then outstanding may require the Company to redeem up to all of such Holder's Preferred Shares by delivering written notice thereof via facsimile and overnight courier ("Notice of Redemption at Option of Holder") to the Company, which Notice of Redemption at Option of Holder shall indicate the number of Preferred Shares that such Holder is electing to redeem. The Company shall inform all Holders promptly of the receipt of a Notice(s) of Redemption at Option of Holder and shall (i) deliver to the applicable Holders on the tenth (10^th) Business Day after the Company's receipt of the first Notice of Redemption at Option of Holder (the "Triggering Event Redemption Date") by wire transfer of immediately available funds, an amount in cash equal to the applicable Triggering Event Redemption Price or (ii) notify the Holders that it shall conduct a Capital Raise Transaction if requested in writing by the Required Holders in accordance with Section 5(d) during the pendency of which Section 22 and the other clauses of Section 5 shall not apply.

(b)Optional Redemption at the Holder's Election. At any time on or after September 30, 2016, each Holder shall have the right at any time or times thereafter, to require that the Company redeem (a "Holder Optional Redemption") all or any portion of such Holder's Preferred Shares by delivering written notice thereof (a "Holder Optional Redemption Notice" and the date the Holder delivers such notice, the "Holder Optional Redemption Notice Date") to the Company which notice shall state (i) the number of Preferred Shares that is being redeemed (the "Holder Optional Redemption Amount"), (ii) the date on which the Holder Optional Redemption shall occur which date shall be not less than thirty (30) Business Days from the Holder Optional Redemption Notice Date (the "Holder Optional Redemption Date") and (iii) that the Company shall, if necessary, and requested in writing by the Required Holders conduct a Capital Raise Transaction in accordance with Section 5(d) during the pendency of which Section 22 and the other clauses of Section 5 shall not apply. The Preferred Shares subject to redemption pursuant to this Section 3(b) shall be redeemed by the Company on the Holder Optional Redemption Date in cash at a price (the "Holder Optional Redemption Price") equal to 100% of the Conversion Amount being redeemed together with and any accrued and unpaid Dividends thereon through the Holder Optional Redemption Date.

EXHIBIT 3.3

(4)Company Conversion or Redemption. On each applicable Installment Date, provided the Company has provided written notice (the "Installment Notice" and the date of delivery of the Installment Notice, the "Installment Notice Date") to the Holders at least five (5) Trading Days prior to the applicable Installment Date and the Company satisfies (or the Holder waives any failure of the Company to satisfy) all the Equity Conditions as of both the applicable Installment Notice Date and the Installment Date, the Company may require the conversion of a number of Preferred Shares from each Holder equal to each Holder's Holder Pro Rata Portion of the Installment Amount due on such date (a "Company Conversion") by converting such Installment Amount into Common Stock, in accordance with this Section 4 (such amount to be converted, the "Company Conversion Amount"). Provided that all of the Equity Conditions are satisfied on each Trading Day during the period from the Installment Notice Date through the applicable Installment Date, on the applicable Installment Date, the Company shall, or shall direct the Transfer Agent to, (i) credit each Holder's account with DTC or if the Holder has no such account, make an electronic book entry in the name of such Holder, with a number of shares of Common Stock (the "Installment Shares") equal to the quotient of (x) the applicable Company Conversion Amount divided by (y) the Conversion Price and (ii) pay to the Holder the applicable accrued and unpaid Dividends per Preferred Share converted hereunder pursuant to the terms set forth in Section 1. All Installment Shares shall be fully paid and nonassessable shares of Common Stock (rounded to the nearest whole share). If the Company does not satisfy (and the Holder does not waive any failure of the Company to satisfy) the Equity Conditions as of the applicable Installment Date, the Company shall with the approval of the applicable Holder, (i) subject to Section 26, pay on such Installment Date the Installment Amount by redeeming from each Holder (a "Company Redemption") each Holder's Holder Pro Rata Portion of the Installment Amount (such amount to be redeemed, the "Company Redemption Amount") from legally available funds in cash by wire transfer of immediately available funds in an amount equal to 100% of the Company Redemption Amount (the "Company Installment Redemption Price") and (ii) pay to the Holder the applicable accrued and unpaid Dividends per Preferred Share redeemed hereunder pursuant to the terms set forth in Section 1. Until the Installment Shares are delivered or the Company Installment Redemption Price is paid in full, as applicable, the Company Conversion Amount and the Company Redemption Amount, as applicable, may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 2. Notwithstanding any provision of this Section 4 to the contrary, in the event that with respect to an Installment Amount (i) the Company does not satisfy (and the Holder does not waive any failure of the Company to satisfy) all the Equity Conditions and (ii) the Company is not allowed under Section 26 hereof or applicable law or by the Holder to redeem the Installment Amount in cash pursuant to a Company Redemption, such Installment Amount may be deferred until the immediately following Installment Date (such amount deferred, the "Deferral Amount") and shall be divided and added equally to the Installment Amounts due on the remaining subsequent Installment Dates. Any Deferral Amount pursuant to this Section 4 shall remain outstanding and continue to be entitled to all the rights and preferences of Preferred Shares provided herein, including without limitation, to accrue Dividends as provided in Section 1, but shall not be subject to any payment of interest provided in Section 22, Section 25 or otherwise, solely by virtue of such deferral nor shall such deferral constitute a Triggering Event or a failure of any Equity Condition. In the event that the Holder shall object to the Company's determination that all conditions precedent to an applicable Company Conversion or Company Redemption (including, without limitation, the number of Preferred Shares that is included in the Installment Amount) have been satisfied, it shall

EXHIBIT 3.3

so notify the Company in writing prior to the Installment Date and the Installment Shares and/or Company Installment Redemption Price subject to such Company Conversion and/or Company Redemption, as applicable, subject to dispute shall be held in abeyance for such Holder and not subject to a Company Conversion or Company Redemption until such dispute shall have been resolved pursuant to Section 27.

(5)General Redemption Provisions.

(a)Sufficiency of Funds. If the funds of the Company legally available to redeem Preferred Shares on an applicable Redemption Date (other than an Installment Date) are insufficient to redeem the total number of such shares required to be redeemed on such date or the Company is otherwise prohibited from redeeming the total number of such shares, the Company shall (i) use its reasonable best efforts to take any action necessary or appropriate, to the extent reasonably within its control, to remove promptly any impediments to its ability to redeem the total number of Preferred Shares required to be so redeemed, including causing a revaluation of the assets of the Company to create sufficient surplus to make such redemption, and (ii) in any event, use any funds legally available to redeem the maximum possible number of such shares from the holders of such shares to be redeemed in proportion to the respective number of such shares that otherwise would have been redeemed if all such shares had been redeemed in full. Upon receipt of a Redemption Notice, the Company shall apply all of its assets to any such Redemption, and to no other corporate purpose, except to the extent prohibited by Delaware law governing distributions to stockholders. If on any Redemption Date the General Corporation Law of the State of Delaware prevents the Company from redeeming all Preferred Shares to be redeemed, the Company shall ratably redeem the maximum number of shares that it may redeem consistent with such law, and shall redeem the remaining shares as soon as it may lawfully do so under such law subject to Section 26. In the event that any Preferred Shares required to be redeemed pursuant to Section 3 are not redeemed and continue to be outstanding, such shares shall continue to be entitled to all the rights and preferences provided herein, including, without limitation, the right to Dividends as provided in Section 1 until the date on which the Company actually redeems such shares.

(b)Unredeemed Preferred Shares. If any Preferred Shares are not redeemed for any reason when required pursuant to Section 3, on a Redemption Date all such unredeemed shares shall remain outstanding and entitled to all the rights and preferences provided herein.

(c)Void Redemption. In the event that the Company does not pay a Redemption Price (other than a Company Installment Redemption Price) within the applicable time period, at any time thereafter and until the Company pays such unpaid applicable Redemption Price in full, a Holder shall have the option to, in lieu of redemption, require the Company to promptly return to such Holder any or all of the Preferred Shares that were submitted for redemption by such Holder and for

EXHIBIT 3.3

which the applicable Redemption Price has not been paid, by sending written notice thereof to the Company via facsimile (the "Void Optional Redemption Notice"). Upon the Company's receipt of such Void Optional Redemption Notice, (i) the Redemption Notice of Holder shall be null and void with respect to those Preferred Shares subject to the Void Optional Redemption Notice and (ii) the Company shall immediately return any Preferred Shares subject to the Void Optional Redemption Notice, which shall remain outstanding as if such Redemption had never been elected.

(d)Capital Raise Transactions. From and after a Triggering Event Redemption Date or a Holder Optional Redemption Notice Date, in addition to any other rights of the Holders set forth herein and notwithstanding the Company's restriction set forth in Section 7, if the Company fails to redeem all of the Preferred Shares that the Holders have requested the Company to redeem in accordance with the provisions of this Certificate of Designations on the applicable Redemption Date(s), the Company's Board of Directors shall, at the request of the Required Holders, use its reasonable best efforts to engage a regionally recognized investment banking firm reasonably acceptable to the Required Holders (whose fees and expenses shall be borne by the Company) to seek and arrange a Capital Raise Transaction with a purchaser identified by such investment bank for cash on such terms and conditions as are negotiated by the Company's Board of Directors and such purchaser and acceptable to the Required Holders (which acceptance will not be unreasonably withheld or delayed) pursuant to a Capital Raise Transaction approved by the Company's Board of Directors and acceptable to the Required Holders (which acceptance will not be unreasonably withheld or delayed), the proceeds of which are to be used first to pay any amount due to the Holders subject to applicable law and the rights of any creditors of the Company. For the avoidance of doubt, a Capital Raise Transaction can only be conducted at the written request and with the acceptance of the Required Holders (which acceptance will not be unreasonably withheld or delayed) and solely after a Triggering Event or in connection with a Holder Optional Redemption.

(e)Miscellaneous. A Holder's delivery of a Void Optional Redemption Notice and exercise of its rights following such notice shall not effect the Company's obligations to make any payments which have accrued prior to the date of such notice. In the event of a redemption pursuant to this Certificate of Designations of less than all of the Preferred Shares represented by a particular Preferred Stock Certificate, the Company shall promptly cause to be issued and delivered to the Holder of such Preferred Shares a Preferred Stock Certificate representing the remaining Preferred Shares which have not been redeemed, if necessary. For the avoidance of doubt, a Holder may convert its Preferred Shares pursuant to Section 2(c) until any applicable Redemption Price is paid in full in accordance with the terms of this Certificate of Designations.

EXHIBIT 3.3

(6)Reservation of Shares. The Company shall have sufficient authorized and unissued shares of Common Stock for each of the Preferred Shares equal to 2,107,922 shares of Common Stock necessary to effect the conversion at the Conversion Rate (without regard to any limitations herein on any such conversion) with respect to the Conversion Amount of each such Preferred Share as of the Issuance Date and the issuance of Dividend Shares (the "Required Reserve Amount"). The initial number of shares of Common Stock reserved for conversions of the Preferred Shares and each increase in the number of shares so reserved shall be allocated pro rata among the Holders based on the number of Preferred Shares held by each Holder at the time of issuance of the Preferred Shares or increase in the number of reserved shares, as the case may be (the "Authorized Share Allocation"). In the event a Holder shall sell or otherwise transfer any of such Holder's Preferred Shares, each transferee shall be allocated a pro rata portion of such Holder's Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Preferred Shares (other than pursuant to a transfer of Preferred Shares in accordance with the immediately preceding sentence) shall be allocated to the remaining Holders of Preferred Shares, pro rata based on the number of Preferred Shares then held by such Holders.

(7)Voting Rights. Each Holder shall be entitled to the whole number of votes equal to the number of shares of Common Stock into which such Holder's Preferred Shares would be convertible on the record date, provided that in the event that the Conversion Price on any future record date is less than $4.20 (as adjusted for stock splits, stock dividends, reverse stock splits, stock combinations, reclassifications and similar events) (the "Voting Floor Price"), then the number of votes per Preferred Share on such record date shall be equal to the Conversion Amount divided by the Voting Floor Price, and shall otherwise have voting rights and powers equal to the voting rights and powers of the Common Stock. For purposes of clarification, the foregoing proviso shall have no affect on any conversion rights hereunder or limit in any way the voting rights of any shares of Common Stock received upon any such conversion. Each Holder shall be entitled to receive the same prior notice of any stockholders' meeting as is provided to the holders of Common Stock in accordance with the bylaws of the Company, as well as prior notice of all stockholder actions to be taken by legally available means in lieu of a meeting, and shall vote as a class with the holders of Common Stock as if they were a single class of securities upon any matter submitted to a vote of stockholders, except those matters required by law or by the terms hereof to be submitted to a class vote of the Holders of Preferred Shares, in which case the Holders of Preferred Shares only shall vote as a separate class.

In addition, the Company shall not, directly or indirectly, without the affirmative vote (or waiver of the requirement to vote) of the Required Holders:

(a)Incurrence of Indebtedness. As long as at least ten percent (10%) of the Preferred Shares issued on the Issuance Date remain outstanding, the Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly incur or guarantee, assume or suffer to exist any Indebtedness, other than Permitted Indebtedness.

(b)Issuance of Equity. The Company shall not authorize or issue additional or other Capital Stock that is of senior or pari-passu rank to the Preferred Shares in

EXHIBIT 3.3

respect of the preferences as to distributions and payments upon a Liquidation Event or otherwise. The Company shall be permitted to issue preferred stock that is junior in rank to the Preferred Shares in all respects, including in respect of the preferences as to distributions and payments upon a Liquidation Event, provided, that (i) no payment on any maturity date, on any other date requiring redemption, repayment or any other payment, including the payment of dividends, in respect of any such preferred shares or otherwise shall be made on or before 91 days after the later of (x) September 30, 2016 and (y) the date all payments with respect to the Preferred Shares required to be have been made on or prior to September 30, 2016 have been paid in full; and (ii) such preferred stock is not issued at a discount such that the stated value of such preferred stock is at or above the consideration paid therefor. So long as any Preferred Shares remain outstanding, in no event shall the Company, directly or indirectly, be allowed to issue, sell or allow to exist, or in accordance with this Section 7(b) be deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) or any Convertible Securities, Options or other instruments or securities exchangeable for, exercisable into or convertible into Convertible Securities (including the issuance or sale of Convertible Securities or Options or other instruments or securities exchangeable for, exercisable into or convertible into Convertible Securities owned or held by or for the account of the Company) for a consideration per share or with a conversion, exercise or exchange price per share (the "New Issuance Price") less than a price (the "Applicable Price") equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing, a "Dilutive Issuance"); provided that a Dilutive Issuance shall not include the Company's grant or issue or sale of Common Stock or Options (including Common Stock issuable upon the exercise or conversion thereof) pursuant to one of the Company's equity plans approved by the stockholders of the Company for the Company's management, directors and employees where the exercise price or conversion price of such Options is below the Applicable Price, but is not less than the Closing Price of the Common Stock at the time of such grant or issuance; provided, further, that the aggregate of such grants, issuances or sales per calendar year shall not exceed five percent (5%) of the issued and outstanding shares of Common Stock as of December 31 of such calendar year. For purposes of determining the New Issuance Price under this Section 7(b), the following shall be applicable:

(iv)Issuance of Options. If the Company in any manner grants or sells any Options and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 7(b)(i), the "lowest price per share for which one share of Common Stock is issuable

EXHIBIT 3.3

upon the exercise of any such Options or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option.

(v)Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is issuable upon the conversion or exchange or exercise thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 7(b)(ii), the "lowest price per share for which one share of Common Stock is issuable upon the conversion or exchange or exercise thereof" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion or exchange or exercise of such Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion or exchange or exercise of such Convertible Security.

(vi)Change in Option Price or Rate of Conversion. If the purchase price provided for in any Options outstanding as of the Subscription Date, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for shares of Common Stock increases or decreases at any time, the Company shall be deemed to have made a Dilutive Issuance at such increased or decreased purchase price as of the date of such increase or decrease. For purposes of this Section 7(b)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease.

EXHIBIT 3.3

(vii)Calculation of Consideration Received. In case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction, (1) the Options will be deemed to have been issued for its Black-Scholes Value as determined in accordance with Annex A attached to the Securities Purchase Agreement (the "Option Value") and (2) the other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the difference of (x) the aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms of such other securities of the Company, less (y) the Option Value. If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by the Company therefor. If any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Closing Price of such securities on the date of receipt. If any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be determined jointly by the Company and the Required Holders. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation, the fair value of such consideration will be determined in accordance with Section 27.

(c)Existence of Liens. So long as at least ten percent (10%) of the Preferred Shares issued on the Issuance Date remain outstanding, the Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly, allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property, intellectual property or assets (including accounts and contract rights) owned by the Company or any of its Subsidiaries, that are individually or in the aggregate material to the Company or any of its Subsidiaries (collectively, "Liens") other than in respect of Permitted Indebtedness.

(d)Restricted Payments. Except as required by applicable law, the Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly, redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or Cash Equivalents (in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any

EXHIBIT 3.3

portion of any Indebtedness (other than Permitted Indebtedness), whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment, an event constituting a Triggering Event (but as if no time periods were set forth in such definition) has occurred and is continuing.

(e)Restriction on Redemption. Until all of the Preferred Shares have been converted, redeemed or otherwise satisfied in accordance with their terms, the Company shall not, directly or indirectly, redeem or repurchase its Equity Interests, provided, however, that the Company may (i) redeem or repurchase at cost Common Stock issued to employees upon the termination of employment of such employees pursuant to the terms of the applicable employment agreement in effect on the Subscription Date or (ii) provide for the forfeiture by the employee or director of shares of Common Stock in respect of payment of taxes or the exercise price or conversion price of such Common Stock or Option, provided, further, that such employment agreements are not modified after the Subscription Date.

(f)Change in Nature of Business. The Company shall not make, or permit any of its Subsidiaries to make, any significant change in the nature of its business as described in the Company's most recent annual report filed on Form 10-K with the SEC. The Company shall not modify its corporate structure (other than the movement of assets or shares of Subsidiaries; provided that such assets or shares shall continue to be owned by the Company and its Subsidiaries on a consolidated basis) or purpose.

(g)Fundamental Transaction, Liquidation Event. The Company shall not consummate or be subject to the occurrence of a Fundamental Transaction or a Liquidation Event; provided, however, that the Company may consummate a Permitted Transaction in which the consideration consists solely of cash if the proceeds of such Permitted Transaction shall be used to redeem in cash the Preferred Shares in full upon the consummation of such Permitted Transaction at a price per Preferred Share equal to 100% of the greater of (A) the Conversion Amount of all the outstanding Preferred Shares and (B) the product of (1) the Conversion Amount of all the outstanding Preferred Shares and (2) the quotient determined by dividing (x) the greatest Closing Price of the shares of Common Stock during the period beginning on the date immediately preceding the public announcement of such Permitted Transaction and ending on the date such Permitted Transaction is consummated, by (y) the Conversion Price (a "Permitted Transaction Redemption Price").

(h)Amendment of Organization Documents. So long as any Preferred Shares remain outstanding, the Company shall not amend, restate, supplement or otherwise modify its Certificate of Incorporation or this Certificate of Designations or Bylaws if the effect of such amendment, restatement, supplement or modification would be adverse to any Holder, regardless of whether any such action shall be by

EXHIBIT 3.3

means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise.

(i)Asset Sales. So long as at least ten percent (10%) of the Preferred Shares issued on the Issuance Date remain outstanding, the Company shall not and shall not permit any Subsidiary to sell, dispose of, license, transfer, acquire or set aside any monies to acquire, directly or indirectly in one transaction or in a series of related transaction, any Capital Stock, assets or property with a value, individually or in the aggregate, equal to or greater than $1,000,000, or that are otherwise material to the Company and its Subsidiaries or their businesses, in each case other than sales of the Company's products in the ordinary course of business and consistent with past practice.

(j)Variable Rate Securities. For so long as any Preferred Shares remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price.

(k)Dividends. So long as any Preferred Shares remain outstanding, the Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly, set aside, declare or pay any dividends or other distributions, in cash or otherwise, on any Equity Interests of the Company or of its Subsidiaries, except for the Dividends payable by the Company on the Preferred Shares in accordance with the terms hereof.

(l)Agreements Regarding the Foregoing. The Company shall not enter into any agreement to do any of the foregoing or cause or permit any Subsidiary of the Company directly or indirectly to take any actions described in clauses (a) through (k) above.

Notwithstanding the foregoing, the Company shall not require the approval of the Required Holders in connection with the matters set forth in this Section 7, if such actions are taken in connection with the consummation of a Permitted Transaction or Capital Raise Transaction solely in compliance with the provisions of this Certificate of Designations and on or prior to consummation of such Permitted Transaction or Capital Raise Transaction, the Preferred Shares are redeemed in full in accordance with the provisions of this Certificate of Designations and the Holders receive the applicable Redemption Price (including any Permitted Transaction Redemption Price in the case of a Permitted Transaction) for all such Preferred Shares. For the avoidance of doubt, the foregoing shall not waive any requirement to receive any required approval pursuant to this Section 7 if the requirements of the foregoing sentence are not satisfied in full.

(8)Purchase Rights. If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to

EXHIBIT 3.3

the record holders of any class of Capital Stock (the "Purchase Rights"), then the Holders will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holders could have acquired if the Holders had held the number of shares of Common Stock acquirable upon complete conversion of the Preferred Shares immediately prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(9)Limitation on Conversions. The Company shall not be obligated to issue any shares of Common Stock upon conversion of Preferred Shares or as Dividend Shares, and the Holders of Preferred Shares shall not have the right to receive upon conversion of Preferred Shares or as Dividend Shares any shares of Common Stock, if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue a upon conversion of Preferred Shares or as Dividend Shares without breaching the Company's obligations under the rules or regulations of the Principal Market, whether or not the Common Stock is listed on the Principal Market (the "Exchange Cap"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or written opinion is obtained, no Holder of Preferred Shares shall be issued in the aggregate, upon conversion or payment, as applicable, of Preferred Shares, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the number of Preferred Shares issued to such Holder on the Issuance Date and the denominator of which is the aggregate number of all Preferred Shares issued to the Holders on the Issuance Date (with respect to each such Holder, the "Exchange Cap Allocation"). In the event that any Holder shall sell or otherwise transfer any of such Holder's Preferred Shares, the transferee shall be allocated a pro rata portion of such Holder's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any Holder shall convert all of such Holder's Preferred Shares into a number of shares of Common Stock which, in the aggregate, is less than such holder's Exchange Cap Allocation, then the difference between such holder's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining Holders of Preferred Shares on a pro rata basis in proportion to the shares of Common Stock underlying the Preferred Shares then held by each such Holder. In the event that the Company is prohibited from issuing any shares of Common Stock (x) for which a Conversion Notice has been received as a result of the operation of this Section 9 or (y) in respect of Dividends due on a Dividend Date which the Company is prohibited from paying in cash (an "Exchange Cap Failure"), the Company shall (i) notify the Holders in writing of its inability to pay such Dividends, which Dividends shall be cumulative and compounded to accrue Dividends thereon until paid and (ii) take all action necessary to remove the Exchange Cap, including, without limitation, use its reasonable best efforts to obtain the approval of its stockholders no later than the anniversary of its immediately preceding annual meeting of stockholders for the issuance of all of the shares of Common Stock issuable pursuant to the terms of this Certificate of Designations in excess of the Exchange Cap in accordance with the rules and

EXHIBIT 3.3

regulations of the Principal Market, during which time in each case, such Exchange Cap Failure shall not constitute a Triggering Event.

(10)Liquidation.

(a)In the event of a Liquidation Event, which Liquidation Event, as applicable shall be subject to Section 7(g), the Holders shall be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders (the "Liquidation Funds"), before any amount shall be paid to the holders of any of the other Capital Stock of the Company or of any class junior in rank to the Preferred Shares in respect of the preferences as to distributions and payments on the liquidation, dissolution and winding up of the Company, an amount per Preferred Share equal to the Conversion Amount of the Preferred Shares then outstanding together with any accrued and unpaid Dividends thereon through the date of the consummation of the Liquidation Event (the "Liquidation Preference"); provided that, if the Liquidation Funds are insufficient to pay the full amount due to the Holders then (x) the Company shall take any action necessary or appropriate, to the extent reasonably within its control, to remove promptly any impediments to its ability to pay the total Liquidation Preference, including causing a revaluation of the assets of the Company to create sufficient surplus to make such payment and (y) each Holder shall receive a percentage of the Liquidation Funds equal to the full amount of Liquidation Funds payable to such holder as a liquidation preference, in accordance with this Certificate of Designations, as a percentage of the full amount of Liquidation Funds payable to all holders of Preferred Shares. To the extent necessary, the Company shall cause such actions to be taken by any of its Subsidiaries so as to enable, to the maximum extent permitted by law, the proceeds of a Liquidation Event to be distributed to the Holders in accordance with this Section. All the preferential amounts to be paid to the Holders under this Section shall be paid before the payment or setting apart for payment of any amount for, or the distribution of any Liquidation Funds of the Company to the holders of, shares of other classes or series of preferred stock of the Company junior in rank to the Preferred Shares in connection with a Liquidation Event as to which this Section applies.

(b)In the event that the Liquidation Preference is not paid with respect to any Preferred Shares as required to be paid pursuant to this Section 10, (A) such event shall constitute a Triggering Event and (B) all such shares shall remain outstanding and entitled to all the rights and preferences provided herein, including, without limitation, the right to Dividends as provided in Section 1.

(c)Unless Hale otherwise notifies the Company, which notice must be delivered in writing prior to the effective date of a Fundamental Transaction (or, if later, within ten (10) Trading Days after the Holders have received notice of such Fundamental Transaction from the Company), such Fundamental Transaction, which for avoidance of doubt must comply with Section 7(g), will be treated as a Liquidation

EXHIBIT 3.3

Event for the purposes of this Section 10 and all consideration payable to the Company shall be distributed to the holders of Capital Stock of the Company in accordance with this Section 10 to the maximum extent permitted by applicable law.

(d)To the extent not prohibited by applicable law, in the event that, immediately prior to the closing of a Liquidation Event, the cash distributions required by Section 10(b) have not been made, the Company shall either: (x) cause such closing to be postponed until such cash distributions have been made, or (y) cancel such transaction, in which event the rights, preferences and privileges of the Holders shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first distribution by the Company required under Section 10(a).

(11)Equal Treatment of Holders. No consideration shall be offered or paid to any of the Holders to amend or waive or modify any provision of the Preferred Shares, unless the same consideration is also offered to all of the Holders. This provision constitutes a separate right granted to each of the Holders by the Company and shall not in any way be construed as the Holders acting in concert or as a group with respect to the purchase, disposition or voting of securities or otherwise.

(12)Ranking. All shares of Common Stock shall be of junior rank to all Preferred Shares with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company. The rights of the shares of Common Stock shall be subject to the preferences and relative rights of the Preferred Shares. In the event of the merger or consolidation of the Company with or into another corporation, the Preferred Shares shall maintain their relative powers, designations and preferences provided for herein (except that the Preferred Shares may not be pari passu with, or junior to, any Capital Stock of the successor entity) and no merger shall result inconsistent therewith.

(13)Vote to Change the Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote or written consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation, the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required Holders, voting together as a single class, shall be required before the Company may increase or decrease (other than by conversion) the authorized number of shares of Preferred Shares. Any Preferred Shares which are converted, repurchased or redeemed shall be automatically and immediately cancelled and shall not be reissued, sold or transferred.

(14)No Redemption Right. Except as otherwise expressly contemplated by this Certificate of Designations, the Preferred Shares shall not be redeemable either at the Company's option or at the option of any of the Holders at any time.

(15)Lost or Stolen Certificates. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing the Preferred Shares, and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder to the Company in customary form and, in the

EXHIBIT 3.3

case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however, the Company shall not be obligated to re-issue preferred stock certificates if the Holder contemporaneously requests the Company to convert such Preferred Shares into Common Stock.

(16)Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designations shall be cumulative and in addition to all other remedies available under this Certificate of Designations and any of the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief). No remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy. Nothing herein shall limit a Holder's right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Certificate of Designations. The Company covenants to each Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holders and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holders shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to a Holder that is reasonably requested by such Holder to enable such Holder to confirm the Company's compliance with the terms and conditions of this Certificate of Designations (including, without limitation, compliance with Section 7).

(17)Construction. This Certificate of Designations shall be deemed to be jointly drafted by the Company and all Holders and shall not be construed against any person as the drafter hereof.

(18)Failure or Indulgence Not Waiver. No failure or delay on the part of a Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. No waiver of any default with respect to any provision, condition or requirement of this Certificate of Designations shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

(19)Transfer of Preferred Shares. A Holder may assign some or all of the Preferred Shares and the accompanying rights hereunder held by such Holder without the consent of the Company; provided that such assignment is in compliance with applicable laws and the Transaction Documents. Except as otherwise provided herein, Holders shall have the right to transfer and to exercise rights with respect to fractional Preferred Shares and any redemptions of Preferred Shares

EXHIBIT 3.3

by the Company shall be made calculating the number of applicable Preferred Shares to one-ten thousandth of a Preferred Share.

(20)Preferred Share Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the Holders), a register for the Preferred Shares, in which the Company shall record the name and address of the persons in whose name the Preferred Shares have been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Preferred Share is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any properly made transfers.

(21)Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the rules and regulations of the Principal Market, the DGCL, the Certificate of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of the Preferred Shares or the Common Stock issuable upon conversion thereof may be effected by written consent of the Company's stockholders or at a duly called meeting of the Company's stockholders, all in accordance with the applicable rules and regulations of the Principal Market and the DGCL. This provision is intended to comply with the applicable sections of the DGCL permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.

(22)Interest. If any payment required to be paid pursuant to the terms of the Certificate of Designations is not paid for any reason when and as due, the Company shall pay interest with respect to such unpaid amounts, at an aggregate rate per annum equal to nine percent (9.0%), with such interest to accrue daily in arrears and unpaid amounts to be compounded quarterly; provided that (i) in no event shall such interest exceed the maximum permitted rate of interest under applicable law; (ii) the Company shall make all filings necessary to raise such interest rate to the maximum permitted rate of interest under applicable law and (iii) in the event that fulfillment of any provision hereof results in such rate of interest being in excess of the maximum permitted rate of interest under applicable law, the amount of interest required to be paid hereunder shall automatically be reduced to eliminate such excess; provided that any subsequent increase in the maximum permitted rate of interest under applicable law shall be retroactively effective to such applicable Redemption Date to the extent permitted by law.

(23)Noncircumvention. The Company will not, by amendment of its Certificate of Incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of Designations, and will at all times in good faith carry out all the provisions of this Certificate of Designations to protect the rights of the Holders. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the conversion of any Preferred Shares above the Conversion Price then in effect and (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of Preferred Shares.

EXHIBIT 3.3

(24)Actions Prohibited by Law; Treatment. To the extent the Company is prohibited by law from taking any action specified in this Certificate of Designations, the Company shall, upon the request of the Required Holders, in addition to any other requirements of this Certificate of Designations, take such actions as may be reasonably requested by the Required Holders to implement a valid and enforceable provision that is a reasonable substitute for the prohibited provision in order to give the maximum effect to the intent of the Company and the Holders (the "Amended Provision"). The Company shall take any action necessary or appropriate, to the extent reasonably within its control, to cause this Certificate of Designations to be amended to include the Amended Provision. The Company shall take all action necessary to make certain that all right of the Holders are satisfied in priority to any holders of securities of the Company junior in rank to the Preferred Shares and in equality to any holder of securities that are pari passu in rank to the Preferred Shares and shall treat and take all actions relating to all holders of Preferred Shares in a similar manner on a pro rata basis. Any conversion, redemption or similar event as to a Holder of less than all of such Holder's Preferred Shares shall be applied in reverse order against the final Installment Amount hereunder unless otherwise indicated by such Holder. To the extent any redemptions required by Section 3 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company's redemption of any Preferred Shares under Section 3, the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder.

(25)Inability to make a Cash Payment upon a Redemption. In the event that the Company is not able to make any payment in cash due to be made by the Company pursuant to the terms of this Certificate of Designations upon a Redemption (other than of any Installment Amount), including without limitation, the payment of a Redemption Price (other than any Company Installment Redemption Price), because funds are not legally available therefore, because payment is not permitted by the Silicon Valley Facility or the EX-IM Loan Facility, because the Company is unable to successfully complete a Capital Raise Transaction or because of any other reason (a "Cash Payment Inability"), then, in addition to all other remedies that may be available, in the event such Cash Payment Inability continues for an aggregate period of six (6) months, then upon the election of the Required Holders, and without further action by any Holders, the number of directors constituting the Company's Board of Directors shall automatically be increased by a number equal to the number of directors then constituting the Company's Board of Directors, plus one (1), and such Holders shall be entitled, voting as a single class (to the exclusion of the holders of all other voting securities and classes of voting Capital Stock of the Company), to elect one (1) additional director, provided, however, that in the event such Cash Payment Inability continues for an aggregate period of twelve (12) month, such Holders shall be entitled, voting as a single class (to the exclusion of the holders of all other securities and classes of Capital Stock of the Company), and the number of directors constituting the Company's Board of Directors shall automatically be increased as necessary, to elect such number of additional directors which shall constitute a majority of the Company's Board of Directors. The period beginning on the date a Cash Payment Inability occurs and ending on the date upon which all Preferred Shares are redeemed in full is referred to herein as the "Voting Period." As soon as practicable after the commencement of the Voting Period, the Company shall call a special meeting of the Holders to be held not more than twenty (20) days

EXHIBIT 3.3

after the date of mailing of notice of such meeting. If the Company fails to send a notice, any such Holder may call the meeting on like notice. The record date for determining the Holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth (5^th) Business Day preceding the day on which such notice is mailed as permitted by applicable law. At any such special meeting and at each meeting of Holders held during a Voting Period at which directors are to be elected (or with respect to any action by written consent in lieu of a meeting of stockholders), the Required Holders, voting together as a single class to the exclusion of the holders of all other voting securities and classes of voting Capital Stock of the Company, shall be entitled to elect the number of directors prescribed in this Section 25, and each Preferred Share shall be entitled to one (1) vote (whether voted in person by the holder thereof or by proxy or pursuant to a stockholders' consent). The terms of office of all Persons who are incumbent directors of the Company at the time of a special meeting of the Holders (or any action by written consent in lieu of a meeting of stockholders) to elect such additional directors shall continue, notwithstanding the election at such meeting or pursuant to such written consent of the additional directors that such Holders are entitled to elect, and the additional directors so elected by such Holders, together with such incumbent directors, shall constitute the duly elected directors of the Company. Simultaneously with the termination of the Voting Period, the terms of office of the additional directors elected by the Holders under this Section 25 shall terminate, such incumbent directors shall constitute the directors of the Company, the number of directors constituting the Board shall automatically be decreased so that the number equals the number immediately prior to the increase pursuant to this Section 25 and the rights of the Holders to elect directors pursuant to this Section 25 shall cease.

(26)Cash Payments. The parties hereto acknowledge and agree, notwithstanding anything to the contrary contained in this Certificate of Designations, that any cash payments required to be made by the Company or a Subsidiary pursuant to any provision of this Certificate of Designations, other than the payment of Cash Dividends pursuant to Section 1, while the Silicon Valley Facility or the EX-IM Loan Facility is outstanding shall only be made if allowed under the Silicon Valley Facility or the EX-IM Loan Facility or with the prior written consent of Silicon Valley Bank.

(27)Dispute Resolution.

(a)In the case of a dispute by a Holder as to the Company's determination of the Closing Price, the Weighted Average Price, the Conversion Rate or a Redemption Price the Company shall instruct the Transfer Agent to issue to the Holder the number of shares of Common Stock that is not disputed and shall transmit an explanation of the disputed determinations or arithmetic calculations to the Holder via facsimile within one (1) Business Day of receipt of notice of such Holder's dispute. If such Holder and the Company are unable to agree upon the determination of the Closing Price or Weighted Average Price, Conversion Rate or a Redemption Price within fifteen (15) Business Days of such disputed determination or arithmetic calculation being transmitted to the Holder, then the Company shall within one (1) Business Day after approval of the investment bank or outside accountant by the Required Holders (which approval shall not be unreasonably withheld or delayed) submit via facsimile (A) the disputed determination of the Closing Price or Weighted

EXHIBIT 3.3

Average Price, as applicable, to an independent, reputable investment bank selected by the Company and approved by the Required Holders or (B) the disputed determination of the Conversion Rate or a Redemption Price to the Company's independent, outside accountant. The Company shall cause, at the Company's expense, the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holders of the results no later than five (5) Business Days from the time it receives the disputed determinations or calculations. Such investment bank's or accountant's determination or calculation, as the case may be, shall be binding upon all parties absent manifest error.

(b)In the case of a dispute by a Holder arising out of the determination of whether the conditions to a Mandatory Conversion or Company Conversion have been satisfied, the Company and such Holder shall consult and negotiate with each other and, recognizing their mutual interests, attempt in good faith to reach a solution satisfactory to both parties. If the Company and such Holder do not reach settlement within a period of five (5) Business Days, then either party may, by notice to the other party demand mediation for a period of ten (10) Business Days. The non-prevailing party of any such mediation proceeding shall bear the costs and expenses of such mediation proceeding. The Company and such Holder agree first to attempt to settle the dispute by mediation, before resorting to arbitration or litigation.

(28)Certain Defined Terms. For purposes of this Certificate of Designations, certain terms shall have the meanings set forth in Annex I attached to this Certificate of Designations.

* * * * *

IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be signed by John Dulchinos, its President and Chief Executive Officer, as of the 17th day of September, 2012.

ADEPT TECHNOLOGY, INC.

By: /s/ John Dulchinos

Name: John Dulchinos

Title: President and Chief Executive Officer

EXHIBIT I

ADEPT TECHNOLOGY, INC.

CONVERSION NOTICE

Reference is made to the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Adept Technology, Inc. (the "Certificate of Designations"). In accordance with and pursuant to the Certificate of Designations, the undersigned hereby elects to convert the number of shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred Shares"), of Adept Technology, Inc., a Delaware corporation (the "Company"), indicated below into shares of Common Stock, par value $0.001 per share (the "Common Stock"), of the Company, as of the date specified below.

Date of Conversion:

Number of Preferred Shares to be converted:

Stock certificate no(s). of Preferred Shares to be converted:

Tax ID Number (If applicable):

Please confirm the following information:

Conversion Price:_________________________________________________________

Number of shares of Common Stock to be issued:

Please issue the Common Stock into which the Preferred Shares are being converted in the following name and to the following address:

Issue to:

Address: _________________________________________

Telephone Number: ________________________________

Facsimile Number:

Authorization:

By:

Title:

Dated:

Account Number (if electronic book entry transfer):

Transaction Code Number (if electronic book entry transfer):

Installment Amounts to be reduced and amount of reduction:

[NOTE TO HOLDER -- THIS FORM MUST BE SENT CONCURRENTLY TO TRANSFER AGENT]

ACKNOWLEDGMENT

The Company hereby acknowledges this Conversion Notice and hereby directs Computershare Shareowner Services LLC to issue the above indicated number of shares of Common Stock in accordance with the Irrevocable Transfer Agent Instructions dated September __, 2012 from the Company and acknowledged and agreed to by Computershare Shareowner Services LLC.

ADEPT TECHNOLOGY, INC.

By:

Name:

Title:

ANNEX I

For purposes of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Adept Technology Inc., the following terms shall have the following meanings:

(a)    "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that "control" of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

(b)    "Applicable Percentage" means until the second (2nd) anniversary of the Issuance Date, 200%, thereafter until the third (3rd) anniversary of the Issuance Date, 175%, and thereafter, 150%.

(c)    "Bankruptcy Event" means any of the following events: (a) the Company or any Significant Subsidiaries commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof; (b) there is commenced against the Company or any Significant Subsidiary by a Person who is not a Holder any such case or proceeding that is not dismissed within 60 days after commencement; (c) the Company or any Significant Subsidiary is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (d) the Company or any Significant Subsidiary suffers any appointment of any custodian or the like for it or any material part of its property that is not discharged or stayed within 60 days; (e) the Company or any Significant Subsidiary makes a general assignment for the benefit of creditors; (f) the Company or any Significant Subsidiary fails to pay any Indebtedness in an amount exceeding $3,000,000 generally as any such Indebtedness becomes due, which failure to pay is not cured within ten (10) days, other than pursuant to a good faith dispute relating to such Indebtedness; or (g) the Company or any Significant Subsidiary expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate action for the purpose of effecting any of the foregoing.

(d)    "Bloomberg" means Bloomberg Financial Markets.

(e)    "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(f)    "Calendar Quarter" means each of: the period beginning on and including January 1 and ending on and including March 31; the period beginning on and including April 1 and ending on and including June 30; the period beginning on and including July 1 and ending on and including September 30; and the period beginning on and including October 1 and ending on and including December 31.

(g)    "Cash Equivalents" means, as at any date of determination, (i) marketable securities (A) issued or directly and unconditionally guaranteed as to interest and principal by the United States government or (B) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within three (3) month after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within three (3) months after such date and having, at the time of the acquisition thereof, one of the two highest ratings obtainable from S&P or Moody's; (iii) commercial paper maturing no more than three month from the date of creation thereof and having, at the time of the acquisition thereof, one of the two highest ratings obtainable from S&P or Moody's; (iv) certificates of deposit or bankers' acceptances maturing within one (1) year after such date and issued or accepted by Silicon Valley Bank or any other lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (A) is at least "adequately capitalized" (as defined in the regulations of its primary Federal banking regulator) and (B) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; (v) shares of any money market mutual fund that (A) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) through (iv) above, (B) has net assets of not less than $500,000,000, and (C) having one of the two highest ratings obtainable from either S&P or Moody's when acquired; and (vi) repurchase obligations with a term of not more than ninety (90) days for underlying securities of the types described in clause (i) above entered into with Silicon Valley Bank or any bank meeting the qualifications specified in clause (iv) above.

(h)    "Capital Raise Transaction" means any transaction from and after a Triggering Event Redemption Date or a Holder Optional Redemption Notice Date, which commences upon the written request of the Required Holders and results in either (x) the redemption, at a price per share no less than the applicable Redemption Price, of all Preferred Shares submitted for redemption in a Redemption hereunder (other than a Company Redemption) upon or prior to the consummation of such transaction or (y) the disposition of the Company through the sale of all of its Equity Interests, the sale of all or substantially all of its assets for cash consideration, or its merger with or consolidation into another Person for cash consideration, or otherwise, which cash consideration shall be sufficient to satisfy in full, and shall first be applied to, the applicable Redemption Price (other than a Company Installment Redemption Price). For the avoidance of doubt, (i) a transaction shall qualify as a Capital Raise Transaction if, and only if, the proceeds thereof are used to pay the applicable Redemption Price to the Holders in full and the Holders of Preferred Shares are redeemed in full at the applicable Redemption Price, (ii) the Capital Raise Transaction is pursued at the written request of and with the acceptance of the Required Holders (which acceptance will not be unreasonably withheld or delayed) and (iii) the Company shall be entitled to pursue a transaction that will result in a Capital Raise Transaction if required pursuant to the terms of the Certificate of Designations provided that the provisions of the immediately preceding clauses are satisfied.

(i)    "Capital Stock" means: (A) in the case of a corporation, corporate stock; (B) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (C) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership or limited liability company interests; and (D) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

(j)    "Certificate of Designations" means the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Company.

(k)    "Closing Price" means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on the Principal Market, the closing bid price per share of the Common Stock for such date (or the nearest preceding date) on the Principal Market; (b) if the Common Stock is then listed or quoted on an Eligible Market or any other national securities exchange, the closing bid price per share of the Common Stock for such date (or the nearest preceding date) on the primary Eligible Market or exchange on which the Common Stock is then listed or quoted; or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser jointly selected by the Required Holders and the Company. If the Company and the Required Holders are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 27 of the Certificate of Designations. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.

(l)    "Company Dividend Price" means as of any Dividend Date, that price which is equal to the arithmetic average of the Weighted Average Prices of the Common Stock during the ten (10) consecutive Trading Day period ending on (and including) the second (2nd) Trading Day immediately preceding the applicable Dividend Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination, reclassification or other similar transaction during such period.

(m)    "Contingent Obligation" means, as to any Person, any direct or indirect payment liability, contingent or otherwise, of that Person with respect to any Indebtedness of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

(n)    "Continuing Director" means (i) any individual who is a member of the Board of Directors of the Company on the Subscription Date and (ii) any individual who is appointed to the Company's Board of Directors or nominated for election to the Company's Board of Directors by other Continuing Directors or a Holder.

(o)    "Conversion Amount" means the Stated Value.

(p)    "Conversion Price" means $4.60, subject to adjustment as provided herein.

(q)    "Convertible Securities" means any stock or securities (other than Options) directly or indirectly convertible into or exchangeable or exercisable for Common Stock.    

(r)    "Dividend Equity Conditions" means each of the following conditions: (i) on each day during the Equity Conditions Measuring Period, all shares of Common Stock then issued and issuable immediately upon conclusion of that Equity Conditions Measuring Period as Dividend Shares and upon conversion of the Preferred Shares shall be eligible for sale pursuant to a then effective and non-suspended Registration Statement or pursuant to Rule 144 without any restriction or limitation and without the need for registration under any applicable federal or state securities laws; (ii) on each day during the Equity Conditions Measuring Period, the Common Stock is designated for quotation on the Principal Market or any other Eligible Market and shall not have been suspended from trading on such exchange or market resulting in the Common Stock not being traded on any Eligible Market (other than suspensions of not more than two (2) days and occurring prior to the applicable date of determination due to business announcements by the Company); (iii) any applicable shares of Common Stock issuable or to be issued in connection with the event requiring determination may be issued in full without violating Section 9 of the Certificate of Designations and the rules or regulations of the Principal Market or any other applicable Eligible Market and are, or upon issuance will be, duly authorized and listed and eligible for trading on an Eligible Market; (iv) during the Equity Conditions Measuring Period, there shall not have occurred either (a) the public announcement of a Fundamental Transaction which has not been abandoned, terminated or consummated or (b) a Triggering Event (but as if no time periods were set forth in such definition) which is not cured prior to the end of the Equity Conditions Measuring Period or waived by such Holder; (v) the Company is not in material default or has not materially breached any material obligation under any Transaction Document which has not been cured by the Company or waived in writing by such Holder prior to the end of the Equity Conditions Measuring Period; and (vi) if the Holder or its Affiliates is a reporting person under Section 16(a) of the Exchange Act, the receipt of the applicable Dividend Shares by such Holder shall be deemed an exempt purchase pursuant to Section 16(b) of the Exchange Act.

(s)    "Dividend Rate" means (A) the sum of (i) the Prime Rate and (ii) three percent (3.0%) per annum; provided, that the Dividend Rate determined pursuant to this clause (A) shall not exceed four percent (4.0%) per annum and (B) for the period from and after the occurrence of a Triggering Event through such time that such Triggering Event is cured, nine percent (9.0%) per annum.

(t)    "EBITDA" means adjusted EBITDA as determined pursuant to the Silicon Valley Facility.

(u)    "Eligible Market" means the Principal Market, The New York Stock Exchange, Inc., The NYSE MKT LLC, The NASDAQ Global Select Market, The NASDAQ Capital Market or the OTC Bulletin Board.

(v)    "Equity Conditions" means each of the following conditions: (i) on each day during the Equity Conditions Measuring Period, all shares of Common Stock then issued and issuable immediately upon conclusion of that Equity Conditions Measuring Period as Dividend Shares and upon conversion of the Preferred Shares shall be eligible for sale pursuant to a then effective and non-suspended Registration Statement or pursuant to Rule 144 without any restriction or limitation and without the need for registration under any applicable federal or state securities laws; (ii) on each day during the Equity Conditions Measuring Period, the Common Stock is designated for quotation on the Principal Market or any other Eligible Market and shall not have been suspended from trading on such exchange or market resulting in the Common Stock not being traded on any Eligible Market (other than suspensions of not more than two (2) days and occurring prior to the applicable date of determination due to business announcements by the Company); (iii) any applicable shares of Common Stock issuable or to be issued in connection with the event requiring determination may be issued in full without violating Section 9 of the Certificate of Designations and the rules or regulations of the Principal Market or any other applicable Eligible Market and are, or upon issuance will be, duly authorized and listed and eligible for trading on an Eligible Market; (iv) during the Equity Conditions Measuring Period, there shall not have occurred either (a) the public announcement of a Fundamental Transaction which has not been abandoned, terminated or consummated or (b) a Triggering Event (but as if no time periods were set forth in such definition) which is not cured prior to the end of the Equity Conditions Measuring Period or waived by such Holder; (v) the Company is not in material default or has not materially breached any material obligation under any Transaction Document which has not been cured by the Company or waived in writing by such Holder prior to the end of the Equity Conditions Measuring Period; (vi) the aggregate number of shares of Common Stock issuable by the Company to all Holders upon all Mandatory Conversions and Company Conversions within a twenty (20) consecutive Trading Day period requiring the satisfaction of the Equity Conditions shall not exceed in the aggregate 100% of the arithmetic average of the Weekly Trading Volume for each of the twenty (20) consecutive Trading Days immediately preceding the applicable Mandatory Conversion Date or Installment Date(s) within such period, as applicable (the "Volume Limit"); provided, however, that the Company may require conversion of Preferred Shares into shares of Common Stock in excess of the Volume Limit if the Company identifies a bona fide sale, and such sale is in fact consummated, to one or more Persons in block trades or private transactions of all the shares of Common Stock to be issued by the Company to all Holders upon the event requiring the satisfaction of the Equity Conditions at a price per share reasonably acceptable to the applicable Holder, but which price shall not be less than the arithmetic average of the Weighted Average Prices for the five consecutive (5) Trading Days immediately preceding such sale; (vii) the Company has confirmed to the Holder that the Holder is not, and will not be, in possession of what is, or of what the Company believes could be deemed, material, non-public information on any Trading Day during the period commencing on the applicable Mandatory Conversion Notice Date or Installment Notice Date, as applicable, and ending on the date that is ten (10) Trading Days immediately following the applicable Mandatory Conversion Date or Installment Date, as applicable; provided, however, that if there exists any such material, nonpublic information prior to such period, it shall have been disclosed on a Current Report on Form 8-K, a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K no later than the Trading Day immediately preceding the applicable Mandatory Conversion Notice Date or Installment Notice Date, as applicable; (viii) the Company has confirmed to the Holder that the Holder is not, and will not be, be restricted from trading shares of Common Stock due to a black-out period restricting the Company's officers and directors from trading on any Trading Day during the period commencing on the applicable Mandatory Conversion Notice Date or Installment Notice Date, as applicable, and ending on the date that is ten (10) Trading Days immediately following the applicable Mandatory Conversion Date or Installment Date, as applicable; (ix) if the event requiring satisfaction of the Equity Conditions is a Company Conversion, the arithmetic average of the Closing Prices of the Common Stock for each of the five (5) Trading Days immediately preceding the applicable Installment Date shall be greater than 110% of the then applicable Conversion Price; and (x) if the event requiring satisfaction of the Equity Conditions is a Company Conversion, the Company (I) maintains on deposit such amount of cash and Cash Equivalents and (II) satisfies such EBITDA threshold, in each case as is mutually determined by the Company and Silicon Valley Bank and acceptable to Hale (which acceptance shall not be unreasonably withheld or delayed).

(w)    "Equity Conditions Measuring Period" means the period beginning ten (10) Trading Days prior to the applicable date of determination and ending on and including the applicable date of determination.

(x)    "Equity Interests" means (i) all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting and (ii) all securities convertible into or exchangeable for any of the foregoing and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any of the foregoing, whether or not presently convertible, exchangeable or exercisable.

(y)    "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(z)    "EX-IM Loan Facility" means that certain Loan and Security Agreement, dated as of March 25, 2011, by and between the Company and Silicon Valley Bank, as amended by Amendment No. 1 to Loan and Security Agreement (EX-IM Loan Facility) dated February 6, 2012, as may be amended, and any replacement facility thereof with an established commercial lender on customary terms.

(aa)    "Fundamental Transaction" means that (A) the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Subject Entity other than a consolidation or merger or other transaction effected in order to consummate the acquisition of assets or a Subject Entity by the Company and its Subsidiaries that is not a material acquisition for the Company, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its Significant Subsidiaries to one or more Subject Entities, or (iii) reorganize, recapitalize or reclassify its Common Shares or effect a compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (B) any Subject Entity individually or Subject Entities in the aggregate is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, or (y) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders of the Company to surrender their shares of Common Stock without approval of the shareholders of the Company, (C) Continuing Directors cease to constitute more than one-half of the members of the Company's Board of Directors or (D) the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms hereof to the extent necessary to correct this definition or any portion hereof which may be defective or inconsistent with the intended treatment of such instrument or transaction.

(ab)    "GAAP" means United States generally accepted accounting principles, consistently applied.

(ac)    "Group" means a "group" as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder.

(ad)    "Hale" means Hale Capital Partners, LP, a Holder.

(ae)    "Hedge Agreement" means any interest rate, foreign currency, commodity or equity swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity or equity values (including, without limitation, any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement.

(af)    "Holder Pro Rata Portion" means, for each Holder, at any time of determination, a fraction the numerator of which is the number of Preferred Shares issued to such Holder on the Issuance Date and the denominator of which is the total number of Preferred Shares issued on the Issuance Date. In the event that a Holder shall sell or otherwise transfer any of its Preferred Shares, the transferee shall be allocated a pro rata portion of the transferring Holder's Pro Rata Portion.

(ag)    "Indebtedness" of any Person means, without duplication (i) all indebtedness for borrowed money which is created, assumed, incurred or guaranteed in any manner by such Person or for which such Person is responsible or liable (whether by guarantee of such indebtedness, agreement to purchase indebtedness of, or to supply funds to or invest in, others or otherwise), (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services, excluding "capital leases" in accordance with GAAP, (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (vi) any share of capital stock having a redemption or repayment feature (not including shares issuable in respect of restricted stock or options to employees that may be redeemed at the Company's option), (vii) all obligations and liabilities, calculated on a basis reasonably satisfactory to the Holder and in accordance with acceptable practice, of such Person under Hedge Agreements, (viii) all monetary obligations under any receivables factoring, receivables sales or similar transactions and all monetary obligations under any synthetic lease, tax ownership/operating lease, off balance sheet financing or similar financing, (ix) all indebtedness referred to in clauses (i) through (viii) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (x) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (i) through (ix) above arising under any letter of credit (including standby and commercial), bankers acceptances, bank guaranties, surety bonds and similar instruments.

(ah)    "Insolvent" means, with respect to any Person, (i) the present fair saleable value of such Person's assets (including intangibles) is less than the amount required to pay such Person's total Indebtedness, (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

(ai)    "Installment Amount" means with respect to each Installment Date, an amount equal to the lesser of (a) the sum of (I) a number Preferred Shares, which, together with any Preferred Shares redeemed or converted on any Installment Date within the same Calendar Quarter as the applicable Installment Date with respect of which the Installment Amount is being determined hereunder, shall not exceed a number of Preferred Shares equal to ten percent (10%) of the total number of Preferred Shares issued pursuant to the Securities Purchase Agreement and (II) the applicable pro rata portion of any Deferral Amount (determined in accordance with Section 4 of the Certificate of Designations) and (b) the number of Preferred Shares outstanding on such Installment Date, as any such Installment Amount for each Holder may be reduced pursuant to the terms hereof, whether upon conversion, redemption or otherwise. In the event a Holder shall sell or otherwise transfer or assign any Preferred Shares, the transferee shall be allocated a pro rata portion of each unpaid Installment Amount hereunder.

(aj)    "Installment Date" means the first (1st) of each calendar month (or if not a Trading Day, the first (1st) Trading Day thereafter) after the date that is eighteen (18) months immediately following the Issuance Date through the date the Preferred Shares are no longer outstanding.

(ak)    "Issuance Date" means the date of issuance by the Company of Preferred Shares hereunder.

(al)    "Liquidation Event" means, whether in a single transaction or series of related transactions, the voluntary or involuntary liquidation, dissolution or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business of the Company and its Subsidiaries taken as a whole, in a single transaction or series of transactions.

(am)    "Liquidation Date" means the date the Liquidation Funds are paid to the Holders.

(an)    "Material Adverse Effect" means any material adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or on the transactions contemplated by the Transaction Documents, or on the authority or ability of the Company to perform its obligations under the Transaction Documents; provided, however, that any effect(s) to the extent arising out of or resulting from any of the following will not be taken into account; (i) general economic conditions, (ii) conditions in the securities markets, financial markets or currency markets, (iii) political conditions or acts of war, sabotage or terrorism, (iv) acts of God, natural disasters, weather conditions or other calamities; (v) the announcement of the transactions contemplated by the Transaction Documents, (vi) the taking of any action required by the Transaction Documents and (vii) changes in the Company's Common Stock price or the trading volume of the Company's Common Stock.

(ao)    "Options" means any rights, warrants or options to subscribe for or purchase (i) Common Stock or (ii) Convertible Securities.

(ap)    "Permitted Indebtedness" means (a) Indebtedness incurred under the Silicon Valley Facility and the EX-IM Loan Facility (as may be amended) or any senior debt replacement facility with an established commercial lender on customary terms, (b) trade payables incurred and capital leases entered into in the ordinary course of business consistent with past practice, (c) other Indebtedness of the Company on the Subscription Date in an amount not in excess of $67,000 and (d) other senior Indebtedness in an aggregate principal amount not to exceed $6,000,000 at any time outstanding; provided that all such Indebtedness under this clause (d): (i) is not secured by any assets or capital stock of the Company or any of its Subsidiaries, (ii) is not convertible into, exchangeable or exercisable for, or deriving any pecuniary value from, any capital stock, including Common Stock, of the Company, and (iii) is provided by a commercial bank in the business of making such loans on terms that are market and customary for such loans at such time; provided, further, that the aggregate amount of Permitted Indebtedness, including, without limitation, the Indebtedness set forth in clauses (a), (b), (c) and (d) above, shall not exceed $10,000,000 at any time outstanding.

(aq)    "Permitted Transaction" means a transaction where all the outstanding shares of Common Stock are purchased or exchanged by an unaffiliated third party whether through a merger, consolidation sale of stock or sale of assets and in which the consideration paid to all holders of outstanding shares of Common Stock for such purchase or exchange consists solely of cash and the proceeds of such Permitted Transaction shall be used to redeem in cash the Preferred Shares in full upon the consummation of such Permitted Transaction at a price equal to the Permitted Transaction Redemption Price.

(ar)    "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(as)    "Prime Rate" shall mean as of a particular date, the prime rate of interest as published on that date in The Wall Street Journal (Eastern Edition). If The Wall Street Journal is not published on a date for which the Prime Rate must be determined, the Prime Rate shall be the prime rate published in The Wall Street Journal on the nearest-preceding date on which The Wall Street Journal was published.

(at)    "Principal Market" means The NASDAQ Global Market.

(au)    "Redemption" means, collectively, the Triggering Event Redemption, the Holder Optional Redemption, the Company Redemption and the Liquidation Event, each of the foregoing, individually, a Redemption.

(av)    "Redemption Date" means, collectively, the Triggering Event Redemption Date, the Holder Optional Redemption Date, the Installment Date and the Liquidation Date, each of the foregoing, individually, a Redemption Date.

(aw)    "Redemption Notices" means, collectively, the Notice of Redemption at Option of Holder and the Holder Optional Redemption Notice, each of the foregoing, individually, a Redemption Notice.

(ax)    "Redemption Prices" means, collectively, the Triggering Event Redemption Price, the Holder Optional Redemption Price, the Company Installment Redemption Price, the Permitted Transaction Redemption Price and the Liquidation Preference, each of the foregoing, individually, a Redemption Price.

(ay)    "Registration Rights Agreement" means that certain Registration Rights Agreement dated as of the Subscription Date by and among the Company and the investors referred to therein, as may be amended from time to time in accordance with the terms thereof.

(az)    "Required Holders" means the Holders of Preferred Shares representing at least a majority of the aggregate Preferred Shares then outstanding.

(ba)    "SEC" means the United States Securities and Exchange Commission.

(bb)    "Securities Act" means the Securities Act of 1933, as amended.

(bc)    "Securities Purchase Agreement" means that certain securities purchase agreement, dated as of the Subscription Date, by and among the Company and the investors referred to therein, as may be amended from time to time in accordance with the terms thereof.

(bd)    "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article I, Rule 1-02 of Regulation S-X.

(be)    "Silicon Valley Facility" that certain Loan and Security Agreement, dated as of May 1, 2009, by and between the Company and Silicon Valley Bank, as amended by Amendment No. 1 to Loan and Security Agreement dated June 15, 2010, Amendment No. 2 to Loan and Security Agreement dated December 30, 2010, Amendment No. 3 to Loan and Security Agreement dated March 25, 2011 and Amendment No. 4 to Loan and Security Agreement dated February 6, 2012, as may be amended and any replacement facility thereof with an established commercial lender on customary terms.

(bf)    "Stated Value" means $1,000.

(bg)    "Subject Entity" means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(bh)    "Subscription Date" means September 5, 2012.

(bi)    "Subsidiary" any entity in which the Company, directly or indirectly, owns a majority of the capital stock or holds an equity interest.

(bj)    "Trading Day" means any day on which shares of Common Stock are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the shares of Common Stock are then traded; provided that "Trading Day" shall not include any day on which the shares of Common Stock are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the shares of Common Stock are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).

(bk)    "Transaction Documents" means the Securities Purchase Agreement, this Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions referenced in the Securities Purchase Agreement and that certain Side Letter dated on or about September 5, 2012 between the Company and the Buyers identified therein.

(bl)    "Triggering Event" means any of the following events: (i) the suspension from trading or failure of the Common Stock, including, without limitation, the shares of Common Stock issuable pursuant to the Transaction Documents, to be listed on the Principal Market or another Eligible Market for a period of forty-five (45) consecutive Trading Days or for more than an aggregate of sixty (60) Trading Days in any 365-day period; (ii) the Company's failure to deliver the required number of shares of Common Stock issuable in accordance with this Certificate of Designations upon conversion of any Preferred Shares by the applicable Share Delivery Date which failure is not cured within ten (10) Business Days; (iii) a Material Adverse Effect; or (iv) the occurrence of any Bankruptcy Event or the Company being Insolvent.

(bm)    "Weekly Trading Volume" means on any given date of determination the total volume of Common Stock traded on the Principal Market or an Eligible Market, as applicable, for the five (5) consecutive Trading Days immediately preceding such date of determination, as reported by Bloomberg.

(bn)    "Weighted Average Price" means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg through its "Volume at Price" function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg. If the Weighted Average Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the Company and the Required Holders. If the Company and the Required Holders are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 27 of the Certificate of Designations. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

* * * * *

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED
BYLAWSOF
ADEPT TECHNOLOGY, INC.(A DELAWARE CORPORATION)

ARTICLE I
CORPORATE OFFICES

Section 1.1    Registered Office. The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation.

Section 1.2    Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by law, at such other place or places, either within or without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 2.1    Place of Meetings. Meetings of stockholders shall be held at any place within or outside the State of Delaware determined by the Board of Directors. In the absence of such determination, stockholders' meetings shall be held at the principal executive offices of the Corporation.

Section 2.2    Annual Meeting. The annual meeting of stockholders, for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held each year on a date and at a time determined by the Board of Directors. In the absence of such determination, the annual meeting of stockholders shall be held on the last Friday of October in each year at 10:00 a.m. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding full business day.

Section 2.3    Special Meeting.

(a)    Subject to the rights of the holders of any series of preferred stock to call special meetings under specified circumstances as provided in the applicable Certificate of Designations, Preferences and Rights of such series of preferred stock, a special meeting of the stockholders may be called at any time by the Board of Directors, or by the Chairman of the Board of Directors or the Chief Executive Officer or by one or more stockholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting.

(b)    If a special meeting is called by stockholders representing the percentage of the total votes outstanding designated in Section 2.3(a), the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally, or sent by registered mail or by facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, the President, or the Secretary of the Corporation. The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Section 2.4(a), that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after the receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in

Exhibit 3.4

this Section 2.3(b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

Section 2.4    Notice of Stockholders' Meetings.

(a)    Notice of the place, if any, date, and time of all meetings of the stockholders, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law. Each such notice shall state the place, if any, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice may be given personally, by mail or by electronic transmission in accordance with Section 232 of the General Corporation Law of the State of Delaware (the "DGCL"). If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to each stockholder at such stockholder's address appearing on the books of the Corporation or given by the stockholder for such purpose. Notice by electronic transmission shall be deemed given as provided in Section 232 of the DGCL. An affidavit of the mailing or other means of giving any notice of any stockholders' meeting, executed by the Secretary, Assistant Secretary or any transfer agent of the Corporation giving the notice, shall be prima facie evidence of the giving of such notice or report. Notice shall be deemed to have been given to all stockholders of record who share an address if notice is given in accordance with the "householding" rules set forth in Rule 14a-3(e) under the Securities Exchange Act of 1934, as amended ("the Exchange Act") and Section 233 of the DGCL.

(b)    When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the place, if any, date and time thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally called, or if a new record date is fixed for the adjourned meeting, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

(c)    Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, either before or after the meeting, and to the extent permitted by law, will be waived by any stockholder by attendance thereat, in person or by proxy, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. 

Section 2.5    Organization.

(a)    Meetings of stockholders shall be presided over by the Chairman of the Board of Directors, if any, or in his or her absence, by the Chief Executive Officer, or in his or her absence, by a person designated by the Board of Directors, or in the absence of a person so designated by the Board of Directors, by a Chairman chosen at the meeting by the holders of a majority in voting power of the stock entitled to vote thereat, present in person or represented by proxy. The Secretary, or in his or her absence, an Assistant Secretary, or in the absence of the Secretary and all Assistant Secretaries, a person whom the Chairman of the meeting shall appoint, shall act as Secretary of the meeting and keep a record of the proceedings thereof.

(b)    The Board of Directors shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient.  Subject to such rules and regulations of the Board of Directors, if any, the Chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such Chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in the meeting to stockholders of record of the

Exhibit 3.4

Corporation, their duly authorized and constituted proxies and such other persons as the Chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot.

Section 2.6    List of Stockholders. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder's name, shall be prepared by the Secretary or other officer having charge of the stock ledger and shall be open to the examination of any stockholder for a period of at least ten (10) days prior to the meeting in the manner provided by law. The stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. Such list shall presumptively determine the identity of the stockholders entitled to vote in person or by proxy at the meeting and entitled to examine the list required by this Section 2.6.

Section 2.7    Quorum. At any meeting of stockholders, the holders of a majority in voting power of all issued and outstanding stock entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided, that where a separate vote by a class or series is required, the holders of a majority in voting power of all issued and outstanding stock of such class or series entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to such matter. If a quorum is not present or represented at any meeting of stockholders, then the Board of Directors, the Chief Executive Officer, the Chairman of the meeting or the holders of a majority in voting power of the stock entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time in accordance with Section 2.8, without notice other than announcement at the meeting, until a quorum is present or represented. If a quorum initially is present at any meeting of stockholders, the stockholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, but if a quorum is not present at least initially, no business other than adjournment may be transacted.

Section 2.8    Adjourned Meeting. Any annual or special meeting of stockholders, whether or not a quorum is present, may be adjourned for any reason from time to time by either the Board of Directors, the Chief Executive Officer, the Chairman of the meeting or the holders of a majority in voting power of the stock entitled to vote thereat, present in person or represented by proxy. At any such adjourned meeting at which a quorum may be present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 2.9    Voting.

(a)    Except as otherwise provided by law, the Certificate of Incorporation, the applicable Certificate of Designations, Preferences and Rights for any series of preferred stock, or these Bylaws, each holder of common stock of the Corporation shall be entitled to one (1) vote for each share of such stock held of record by such holder on all matters submitted to a vote of stockholders of the Corporation. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, each holder of preferred stock of the Corporation shall be entitled to such number of votes, if any, for each share of such stock held of record by such holder as may be fixed in the Certificate of Incorporation or in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such stock.

(b)    At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect, except under certain circumstances where a different number of votes cast shall be required by the applicable Certificate of Designations, Preferences and Rights for any series of preferred stock. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all other corporate actions to be taken by vote of the stockholders shall be authorized by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter and where a separate vote by class or series is required, such act shall be authorized by the affirmative vote of the majority of shares of such class or series present in person or represented by proxy at the meeting.

Exhibit 3.4

Section 2.10    Proxies. Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy, which may be in the form of a telegram, cablegram or other means of electronic transmission, signed by the person and filed with the Secretary of the Corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.  A proxy shall be deemed signed if the stockholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder's attorney-in-fact.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary of the Corporation. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of such death or incapacity is received by the Corporation.

Section 2.11    Notice of Stockholder Business and Nominations.

(a)    Annual Meeting. (i)    Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (A) as specified in the Corporation's notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) as otherwise properly made at the annual meeting by or at the direction of the Board of Directors or (C) by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2.11(a) is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and is a stockholder at the time of the meeting, and who complies with these Bylaws, including the notice procedures set forth in this Section 2.11(a). Clause (C) of the immediately preceding sentence shall be the exclusive means for a stockholder to make nominations or other business proposals before an annual meeting of stockholders, other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting.

(ii)    For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of the foregoing paragraph, the stockholder must have given timely notice thereof, and timely updates and supplements of such notice, in proper form in writing to the Secretary of the Corporation and such business must be a proper subject for stockholder action under the DGCL.  To be timely, a stockholder's notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than thirty (30) days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to the date of such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is fewer than one hundred (100) days prior to the date of such annual meeting, not later than the close of business on the tenth (10th) day following the date on which public announcement of the date of such meeting is first made by the Corporation.  In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above.  Notwithstanding anything in this Section 2.11(a)(ii) to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased by the Board of Directors, and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.11(a)(ii) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(iii)    To be in proper form, such stockholder's notice shall set forth: (A) as to each person whom the stockholder proposes to nominate for election as a director (x) all information relating to such

Exhibit 3.4

person that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act and Rule 14a-11 thereunder, or as such rules may be amended or superseded, (y)_a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, and (z) such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made, a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (1) the name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owner and of their respective affiliates or associates or others acting in concert therewith, (2) (A) the class and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner and their respective affiliates or associates or others acting in concert therewith, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the stockholder of record, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right (any of the foregoing, a “Derivative Instrument”), directly or indirectly owned beneficially by such stockholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any class or series of shares of the Corporation, (D) any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving such stockholder, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Corporation incurred by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder with respect to any class or series of the shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Corporation (any of the foregoing, a “Short Interest”), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or

Exhibit 3.4

Derivative Instruments, if any, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household, (H) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by such stockholder, and (I) any direct or indirect interest of such stockholder in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (3) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (4) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination and (5) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(b)    Special Meeting. Only such business shall be conducted at a special meeting of stockholders as shall have been properly brought before the meeting pursuant to the Corporation's notice of meeting. To be properly brought before a special meeting, the proposal of business to be considered by the stockholders must be (A) specified in the Corporation's notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or (B) otherwise properly made at the special meeting by or at the direction of the Board of Directors or (C) as provided pursuant to the applicable Certificate of Designations, Preferences and Rights for any series of preferred stock. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation's notice of meeting (A) by or at the direction of the Board of Directors or (B) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2.11(b) is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and is a stockholder at the time of the meeting, and who complies with the procedures set forth in this Section 2.11 or (C) as provided pursuant to the applicable Certificate of Designations, Preferences and Rights for any series of preferred stock. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation's notice of meeting, if the stockholder's notice, and timely updates and supplements thereof, required by paragraph (a)(iii) of this Section 2.11 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to the date of such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is fewer than one hundred (100) days prior to the date of such special meeting, not later than the close of business on the tenth (10^th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above.

(c)    General. (i)    Only such persons who are nominated in accordance with the procedures set forth in this Section 2.11 shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.11. Except as otherwise provided by law, the Chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with these Bylaws (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or

Exhibit 3.4

did not so solicit, as the case may be, proxies in support of such stockholder's nominee or proposal in compliance with such stockholder's representation as required by clause (a)(iii)(C)(4) of this Section 2.11) and (b) if any proposed nomination or business was not made or proposed in compliance with these Bylaws, to declare that no action be taken on such nomination or other proposal, and that such nomination shall be disregarded or such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.11, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.11, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(ii)    For purposes of this Section 2.11, a "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(iii)    Notwithstanding the foregoing provisions of this Section 2.11, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.11; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the separate and additional requirements set forth in these Bylaws with respect to nominations or proposals of business. Nothing in this Section 2.11 shall be deemed to affect any rights of stockholders to request inclusion of proposals or nominations in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or any rights of the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation or these Bylaws.

Section 2.12    Action by Written Consent.

(a)    Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of issued and 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. To be effective, a written consent must be delivered to the Corporation by delivery to its registered office, its principal place of business or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section 2.12 to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation in accordance with this Section 2.12.

(b)    Any electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for purposes of this Section 2.12, provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine (i) that the electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. Except to the extent and in the manner authorized by the Board of Directors, no consent given by electronic transmission shall be deemed to have

Exhibit 3.4

been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office, its principal place of business or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested.

(c)    Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire writing.

(d)    Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date of such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation in the manner required by this Section 2.12.

Section 2.13    Inspectors of Election.

(a)    Before any meeting of stockholders, the Board of Directors shall appoint one or more inspectors of election to act at the meeting and may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at the meeting, the Chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector's ability. Inspectors need not be stockholders. No director or nominee for the office of director shall be appointed an inspector.

(b)    Such inspectors shall

(i)    ascertain the number of shares outstanding and the voting power of each;

(ii)    determine the shares represented at the meeting and the validity of proxies and ballots;

(iii)    count all votes and ballots and consents;

(iv)    determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and

(v)    certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

Section 2.14    Meetings by Remote Communications. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the DGCL. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication (a) participate in a meeting of stockholders and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, providedthat (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with

Exhibit 3.4

such proceedings; and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Section 2.15    Record Date for Determining Stockholders.

(a)    For purposes of determining the stockholders entitled to notice of any meeting of stockholders or to vote thereat, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors does not so fix a record date, the record date for such determination shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of any meeting of stockholders or to vote thereat shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than thirty (30) days from the date set for the original meeting.

(b)    For purposes of determining the stockholders entitled to give consent to corporate action in writing without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than ten (10) days after the date upon which the resolution fixing such record date is adopted by the Board of Directors. If the Board of Directors does not so fix a record date, the record date for such determination, (i) when no prior action by the Board of Directors is required by the DGCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation and (ii) when prior action by the Board of Directors is required by the DGCL, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)    For purposes of determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty (60) days prior to the time for such action. If the Board of Directors does not so fix a record date, the record date for such determination shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(d)    Only stockholders of record at the close of business on a date determined in accordance with this Section 2.15 shall be entitled to notice and to vote, or to give consents, or to receive the dividend, distribution or allotment of rights, or to exercise the rights in respect of any change, conversion or exchange of stock, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date so determined, except as otherwise required by law, the Certificate of Incorporation or these Bylaws.

ARTICLE III
DIRECTORS

Section 3.1    Powers. Subject to the provisions of the DGCL and to any limitations in the Certificate of Incorporation or these Bylaws relating to action required to be approved by the stockholders, the business and affairs of the Corporation shall be managed and shall be exercised by or under the direction of the Board of Directors.  In addition to the powers and authorities these Bylaws expressly confer upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these Bylaws required to be exercised or done by the stockholders.

Section 3.2    Number. Subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances as provided pursuant to the applicable Certificate of Designations, Preferences and Rights for any series of preferred stock , the Board of Directors shall consist of not fewer than four (4) nor more than seven (7) directors, the exact number to be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Board of Directors. With the exception of the first Board of Directors, which shall be elected by the incorporator, and except as provided in the applicable Certificate

Exhibit 3.4

of Designations, Preferences and Rights for any series of preferred stock or Section 3.3, directors shall be elected at the stockholders' annual meeting in each year. Each director shall hold office until the next annual meeting and until such director's successor is elected and qualified or until such director's earlier death, disqualification, resignation or removal. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

Section 3.3    Vacancies.

(a)    Unless otherwise provided in the Certificate of Incorporation or these Bylaws, vacancies may be filled by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director. Each director so elected shall hold office until the next annual meeting of stockholders and until such director's successor is elected and qualified, or until such director's earlier death, disqualification, resignation or removal.

(b)    The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.

Section 3.4    Resignations and Removal.

(a)    Any director may resign at any time by delivering his or her written resignation to the Corporation. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Corporation. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

(b)    Unless otherwise restricted by law, the Certificate of Incorporation or these Bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority in voting power of all issued and outstanding stock entitled to vote at an election of directors.

Section 3.5    Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates and at such time or times, as shall have been established by the Board of Directors and publicized among all directors; provided that no fewer than one regular meeting per year shall be held. A notice of each regular meeting shall not be required.

Section 3.6    Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the Secretary or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of such meetings. Notice of each such meeting shall be given to each director, if by mail, addressed to such director at his or her residence or usual place of business, at least four (4) days before the day on which such meeting is to be held, or shall be sent to such director at such place by telecopy, telegraph, electronic transmission or other form of recorded communication, or be delivered personally or by telephone, in each case at least forty-eight (48) hours prior to the time set for such meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. Notice of any meeting need not be given to a director who shall, either before or after the meeting, submit a waiver of such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to such director. A notice of special meeting need not state the purpose of such meeting, and, unless indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 3.7    Participation in Meetings by Conference Telephone. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

Section 3.8    Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, a majority of the authorized number of directors shall constitute a quorum for the transaction of business at

Exhibit 3.4

any meeting of the Board of Directors, and the vote of a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board of Directors. The Chairman of the meeting or a majority of the directors present may adjourn the meeting to another time and place whether or not a quorum is present. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. If a quorum initially is present at any meeting of directors, the directors may continue to transact business, notwithstanding the withdrawal of enough directors to leave less than a quorum, upon resolution of at least a majority of the required quorum for that meeting prior to the loss of such quorum.

Section 3.9    Action by Written Consent Without A Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, provided that all members of the Board of Directors consent in writing or by electronic transmission to such action, and the writing or writings or electronic transmission or transmissions are filed with the minutes or proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.

Section 3.10    Rules and Regulations. The Board of Directors shall adopt such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation or these Bylaws for the conduct of its meetings and management of the affairs of the Corporation as the Board of Directors shall deem proper.

Section 3.11    Fees and Compensation of Directors. Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the Board of Directors.  This Section 3.11 shall not be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services.

Section 3.12    Emergency Bylaws. In the event of any emergency, disaster or catastrophe, as referred to in Section 110 of the DGCL, or other similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee of the Board of Directors cannot readily be convened for action, then the director or directors in attendance at the meeting shall constitute a quorum. Such director or directors in attendance may further take action to appoint one or more of themselves or other directors to membership on any standing or temporary committees of the Board of Directors as they shall deem necessary and appropriate.

ARTICLE IV
COMMITTEES

Section 4.1    Committees of the Board of Directors. The Board of Directors may from time to time designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, disqualification, resignation, removal or increase in the number of members of the committee. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Section 4.2    Meetings and Action of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these Bylaws, Section 3.5 (regular meetings), Section 3.6 (special meetings), Section 3.7 (participation in meetings by conference telephone), Section 3.8 (quorum), and Section 3.9 (action by written consent without a meeting), with such changes in the

Exhibit 3.4

context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board of Directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. Any committee or the Board of Directors may adopt such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation or these Bylaws for the government of such committee as such committee or the Board of Directors may deem proper.

ARTICLE V
OFFICERS

Section 5.1    Officers. The officers of the Corporation shall consist of a Chairman of the Board of Directors, a Chief Executive Officer, a Chief Financial Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as the Board of Directors may from time to time determine, each of whom shall be elected by the Board of Directors, each to have such authority, functions or duties as set forth in these Bylaws or as determined by the Board of Directors. Each officer shall be chosen by the Board of Directors and shall hold office for such term as may be prescribed by the Board of Directors and until such person's successor shall have been duly chosen and qualified, or until such person's earlier death, disqualification, resignation or removal. Any number of such offices may be held by the same person.

Section 5.2    Compensation. The salaries of the officers of the Corporation and the manner and time of the payment of such salaries shall be fixed and determined by the Board of Directors and may be altered by the Board of Directors from time to time as it deems appropriate, subject to the rights, if any, of such officers under any contract of employment.

Section 5.3    Removal, Resignation and Vacancies. Any officer of the Corporation may be removed, with or without cause, by the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party. Any officer may resign at any time by delivering his or her written resignation to the Corporation, without prejudice to the rights, if any, of the Corporation under any contract to which such officer is a party. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Corporation, as the case may be. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.If any vacancy occurs in any office of the Corporation, the Board of Directors may elect a successor to fill such vacancy for the remainder of the unexpired term and until a successor shall have been duly chosen and qualified.

Section 5.4    Chairman of the Board of Directors. The Chairman of the Board of Directors shall be deemed an officer of the Corporation, subject to the control of the Board of Directors, and shall report directly to the Board of Directors.

Section 5.5    Chief Executive Officer. The Chief Executive Officer shall have general supervision and direction of the business and affairs of the Corporation, shall be responsible for corporate policy and strategy, and shall report directly to the Chairman of the Board of Directors. Unless otherwise provided in these Bylaws, all other officers of the Corporation shall report directly to the Chief Executive Officer or as otherwise determined by the Chief Executive Officer. The Chief Executive Officer shall, if present and in the absence of the Chairman of the Board of Directors, preside at meetings of the stockholders and of the Board of Directors.

Section 5.6    Chief Financial Officer. The Chief Financial Officer shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time to time determine.

Exhibit 3.4

Section 5.7    President. The President shall be the chief operating officer of the Corporation, with general responsibility for the management and control of the operations of the Corporation. The President shall have the power to affix the signature of the Corporation to all contracts that have been authorized by the Board of Directors or the Chief Executive Officer. The President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time to time determine.

Section 5.8    Vice Presidents. Each Vice President shall have such powers and duties as shall be prescribed by his or her superior officer or the Chief Executive Officer. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, a Vice President designated by the Board of Directors, shall perform all the duties of the President and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. A Vice President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time to time determine.

Section 5.9    Treasurer. The Treasurer shall supervise and be responsible for all the funds and securities of the Corporation, the deposit of all moneys and other valuables to the credit of the Corporation in depositories of the Corporation, borrowings and compliance with the provisions of all indentures, agreements and instruments governing such borrowings to which the Corporation is a party, the disbursement of funds of the Corporation and the investment of its funds, and in general shall perform all of the duties incident to the office of the Treasurer. The Treasurer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time to time determine.

Section 5.10    Secretary. The powers and duties of the Secretary are: (i) to act as Secretary at all meetings of the Board of Directors, of the committees of the Board of Directors and of the stockholders and to record the proceedings of such meetings in a book or books to be kept for that purpose; (ii) to see that all notices required to be given by the Corporation are duly given and served; (iii) to act as custodian of the seal of the Corporation and affix the seal or cause it to be affixed to all certificates of stock of the Corporation and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; (iv) to have charge of the books, records and papers of the Corporation and see that the reports, statements and other documents required by law to be kept and filed are properly kept and filed; and (v) to perform all of the duties incident to the office of Secretary. The Secretary shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time to time determine.

Section 5.11    Additional Matters. The Chief Executive Officer and the Chief Financial Officer of the Corporation shall have the authority to designate employees of the Corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer or Assistant Secretary. Any employee so designated shall have the powers and duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected by the Board of Directors.

Section 5.12    Checks; Drafts; Evidences of Indebtedness. From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes, bonds, debentures or other evidences of indebtedness that are issued in the name of or payable by the Corporation, and only the persons so authorized shall sign or endorse such instruments.

Section 5.13    Corporate Contracts and Instruments; How Executed. Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.  Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Exhibit 3.4

Section 5.14    Action with Respect to Securities of Other Corporations. The Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Secretary or Assistant Secretary or any other person authorized by the Board of Directors or the Chief Executive Officer, or the President, or a Vice President is authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation.  The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority.

ARTICLE VI
INDEMNIFICATION

Section 6.1    Indemnification of Directors and Officers. The Corporation shall, to the maximum extent and in the manner permitted by the DGCL, indemnify each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.1, a “director” or “officer” of the Corporation includes any person (a) who is or was a director or officer of the Corporation, (b) who is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was a director or officer of a Corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Section 6.2    Indemnification of Others. The Corporation shall have the power, to the maximum extent and in the manner permitted by the DGCL, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.2, an “employee” or “agent” of the Corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporation, (b) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Section 6.3    Non-Exclusivity of Rights. The Corporation may enter into indemnification agreements with its directors and officers that provide for indemnification by the Corporation. The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any law, agreement, vote of stockholders or directors, provisions of the Certificate of Incorporation or these Bylaws or otherwise.

Section 6.4    Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL

Section 6.5    Effect of Amendment. Any amendment, repeal or modification of any provision of this Article VI that adversely affects any right of an indemnitee or his or her successors shall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article VI and existing at the time of such amendment, repeal or modification.

ARTICLE VII
CAPITAL STOCK

Exhibit 3.4

Section 7.1    Stock Certificates. There shall be issued to each holder of fully paid shares of the capital stock of the Corporation a certificate or certificates for such shares; provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Notwithstanding the adoption of such a resolution by the Board of Directors, pursuant to the DGCL, every holder of shares of the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation by the Chairman or Vice Chairman of the Board of Directors or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary,representing the number of shares registered in certificate form.  Any or all such signatures may be facsimiles. Any uncertificated shares with conformed signatures shall have the same persons named as are identified above with respect to certificated shares. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 7.2    Special Designation on Certificates. If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 7.3    Transfers of Stock. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation upon authorization by the registered holder thereof or by such holder's attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary or a transfer agent for such stock, and if such shares are represented by a certificate, upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of any taxes thereon; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer.

Section 7.4    Lost Certificates. The Corporation may issue a new share certificate or new certificate for any other security in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate or the owner's legal representative to give the Corporation a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.  The Board of Directors may adopt such other provisions and restrictions with reference to lost certificates, not inconsistent with applicable law, as it shall in its discretion deem appropriate.

Section 7.5    Addresses of Stockholders. Each stockholder shall designate to the Secretary an address at which notices of meetings and all other corporate notices may be served or mailed to such stockholder and, if any stockholder shall fail to so designate such an address, corporate notices may be served upon such stockholder by mail directed to the mailing address, if any, as the same appears in the stock ledger of the Corporation or at the last known mailing address of such stockholder.

Section 7.6    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

Exhibit 3.4

Section 7.7    Regulations. The Board of Directors may make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Corporation.

ARTICLE VIII
GENERAL MATTERS

Section 8.1    Fiscal Year. The fiscal year of the Corporation shall begin on the first day of July of each year and end on the last day of June of the following year.

Section 8.2    Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 8.3    Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 8.4    Maintenance and Inspection of Records. The Corporation shall, either at its principal executive offices or at such place or places as designated by the Board of Directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws as amended to date, accounting books and other records.

Section 8.5    Reliance Upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 8.6    Time Periods. In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

Section 8.7    Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.

Section 8.8    Subject to Law and Certificate of Incorporation. All powers, duties and responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the Certificate of Incorporation and applicable law.

ARTICLE IX
AMENDMENTS

Except as otherwise provided in these Bylaws, these Bylaws may be amended or repealed or new Bylaws adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote generally in the election of directors; provided, however, that the Corporation may, in its Certificate of Incorporation, confer the

Exhibit 3.4

power to adopt, amend or repeal Bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal Bylaws.

The foregoing Bylaws were adopted by the Board of Directors on August 18, 2005 and amended and restated on August 28, 2009 and amended and restated on September 4, 2012.

EX-4.2

Exhibit 4.2

RESTRICTIONS ON REVERSE SIDE

*A-001* INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE                          *8,000*

ADEPT TECHNOLOGY, INC.

8,000 SHARES PAR VALUE $.001 PER SHARE
PREFERRED STOCK

HCP-ROBO, LLC

Eight Thousand (8,000) Preferred Shares

                  Dated: September 18, 2012

    Name: John Dulchinos Name: Lisa Cummins    Title: President Title: Secretary

Exhibit 4.2

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(iv) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(iv) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE AND ANY REMAINING INSTALLMENT AMOUNTS MAY HAVE BEEN REDUCED IN CONNECTION WITH CERTAIN CONVERSIONS OR REDEMPTIONS.

A STATEMENT OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS GRANTED TO OR IMPOSED UPON EACH CLASS OR SERIES OF SHARES AUTHORIZED TO BE ISSUED AND UPON THE HOLDERS THEREOF MAY BE OBTAINED, UPON REQUEST AND WITHOUT CHARGE, FROM THE SECRETARY OF THE CORPORATION AT THE CORPORATION'S PRINCIPAL OFFICES.

EX-4.5

Exhibit 4.5

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 5, 2012, by and among Adept Technology, Inc., a Delaware corporation, with headquarters located at 5960 Inglewood Drive, Pleasanton, California 94588 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").

WHEREAS:

A.    In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the "Securities Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to each Buyer convertible preferred stock (the "Preferred Stock"), which will, among other things, be convertible into the Company's common stock, par value $0.001 per share (the "Common Stock") (as converted, collectively, the "Conversion Shares") in accordance with the terms of the certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the "Certificate of Designations").

B.    The Preferred Shares may be entitled to dividends, which the Company, subject to certain conditions, may pay in shares of Common Stock (the "Dividend Shares").

C.    In accordance with the terms of the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "1933 Act"), and applicable state securities laws.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows:

1.    Definitions.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

(a)    "Additional Effective Date" means the date the Additional Registration Statement is declared effective by the SEC.

(b)    "Additional Effectiveness Deadline" means, subject to Section 3(r), (i) in the event that the Additional Registration Statement is not subject to a full review by the SEC, the date which is thirty (30) calendar days after the earlier of the Additional Filing Date and the Additional Filing Deadline or (ii) in the event that the Additional Registration Statement is subject

Exhibit 4.5

to a full review by the SEC, ninety (90) calendar days after the earlier of the Additional Filing Date and the Additional Filing Deadline.

(c)    "Additional Filing Date" means the date on which the Additional Registration Statement is filed with the SEC.

(d)    "Additional Filing Deadline" means, subject to Section 3(r), if Cutback Shares are required to be included in any Additional Registration Statement, the later of (i) the date sixty (60) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold and (ii) the date six (6) months from the Initial Effective Date or the most recent Additional Effective Date, as applicable.

(e)    "Additional Registrable Securities" means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any capital stock of the Company issued or issuable with respect to the Preferred Stock, the Conversion Shares, the Dividend Shares or the Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise not previously included on a Registration Statement; provided, that such securities will cease to be Registrable Securities, when (A) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (B) such securities have been disposed of pursuant to Rule 144 (other than, for the avoidance of doubt, to Investor or an Affiliate of Investor), (C) such securities have been disposed of pursuant to Regulation S, or (D) the entire amount of the Registrable Securities held by Investor and its Affiliates may be sold in a single sale without any limitation as to volume or manner of sale requirements pursuant to Rule 144.

(f)    "Additional Registration Statement" means a registration statement or registration statements of the Company filed under the 1933 Act covering any Additional Registrable Securities.

(g)    "Additional Required Registration Amount" means (i) any Cutback Shares not previously included on a Registration Statement, all subject to adjustment as provided in Section 2(g) or (ii) such other amount as may be required by the staff of the SEC pursuant to Rule 415.

(h)    "Business Day" means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

(i)    "Closing Date" shall have the meaning set forth in the Securities Purchase Agreement.

(j)    "Cutback Shares" means any of the Initial Required Registration Amount or the Additional Required Registration Amount (without regard to clause (ii) in the definition thereof) of Registrable Securities not included in all Registration Statements previously declared effective hereunder as a result of a limitation on the maximum number of shares of Common

Exhibit 4.5

Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415. For the purpose of determining the Cutback Shares, in order to determine any applicable Required Registration Amount, unless an Investor gives written notice to the Company to the contrary with respect to the allocation of its Cutback Shares, first the Dividend Shares shall be excluded on a pro rata basis until all of the Dividend Shares have been excluded, and second, the Conversion Shares shall be excluded on a pro rata basis until all of the Conversion Shares have been excluded.

(k)    "Effective Date" means the Initial Effective Date and the Additional Effective Date, as applicable.

(l)    "Effectiveness Deadline" means the Initial Effectiveness Deadline and the Additional Effectiveness Deadline, as applicable.

(m)    "Filing Deadline" means the Initial Filing Deadline and the Additional Filing Deadline, as applicable.

(n)    "Initial Effective Date" means the date that the Initial Registration Statement has been declared effective by the SEC.

(o)    "Initial Effectiveness Deadline" means, subject to Section 3(r), the date which is (i) in the event that the Initial Registration Statement is not subject to a full review by the SEC, thirty (30) calendar days after the earlier of the Initial Filing Date and the Initial Filing Deadline or (ii) in the event that the Initial Registration Statement is subject to a full review by the SEC, one hundred and eighty (180) calendar days after the Closing Date.

(p)    "Initial Filing Date" means the date on which the Initial Registration Statement is filed with the SEC.

(q)    "Initial Filing Deadline" means, subject to Section 3(r), the date which is ninety (90) calendar days after the Closing Date.

(r)    "Initial Registrable Securities" means (i) the Conversion Shares issued or issuable upon conversion of the Preferred Stock, (ii) the Dividend Shares issued or issuable with respect to the Preferred Stock and (iii) any capital stock of the Company issued or issuable with respect to the Preferred Stock, the Conversion Shares or the Dividend Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversion of the Preferred Stock; provided, that such securities will cease to be Registrable Securities, when (A) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (B) such securities have been disposed of pursuant to Rule 144 (other than, for the avoidance of doubt, to Investor or an Affiliate of Investor), (C) such securities have been disposed of pursuant to Regulation S, or (D) the entire amount of the Registrable Securities held by Investor and its Affiliates may be sold in a single sale without any limitation as to volume or manner of sale requirements pursuant to Rule 144.

Exhibit 4.5

(s)    "Initial Registration Statement" means a registration statement or registration statements of the Company filed under the 1933 Act covering the Initial Registrable Securities.

(t)    "Initial Required Registration Amount" means 100% of the sum of (i) the number of Conversion Shares issued and issuable pursuant to the Certificate of Designations and (ii) the number of Dividend Shares issuable pursuant to the Certificate of Designations at the Dividend Rate (as defined in Annex I to the Certificate of Designation but without regard to clause (B) in that definition), each as of the Trading Day immediately preceding the applicable date of determination and all subject to adjustment as provided in Section 2(g), without regard to any limitations on conversion and/or redemption of the Preferred Stock, which amount will not exceed any applicable Exchange Cap (as defined in the Certificate of Designation).

(u)    "Investor" means a Buyer or any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9.

(dd)    "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

(ee)    "register," "registered," and "registration" refer to a registration effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415, and the declaration or ordering of effectiveness of such Registration Statement(s) by the SEC.

(ff)    "Registrable Securities" means the Initial Registrable Securities and the Additional Registrable Securities.

(gg)    "Registration Statement" means the Initial Registration Statement and the Additional Registration Statement, as applicable.

(hh)    "Required Holders" means the holders of at least a majority of the Registrable Securities.

(ii)    "Required Registration Amount" means either the Initial Required Registration Amount or the Additional Required Registration Amount, as applicable.

(jj)    "Rule 415" means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous or delayed basis.

(kk)    "SEC" means the United States Securities and Exchange Commission.

(ll)    "Trading Day" means any day on which the Common Stock is traded on the Principal Market (as defined in the Securities Purchase Agreement), or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange

Exhibit 4.5

or securities market on which the Common Stock is then traded; provided that "Trading Day" shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).

2.    Registration.

(a)    Initial Mandatory Registration. The Company shall use all commercially reasonable efforts to prepare, and use all commercially reasonable efforts to, as soon as practicable but in no event later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(f). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(g). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the form attached hereto as Exhibit B. The Company shall use all commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall use all commercially reasonable efforts to file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

(b)    Additional Mandatory Registrations. The Company shall use all commercially reasonable efforts to prepare, and use all commercially reasonable efforts to, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an Additional Registration Statement on Form S-3 covering the resale of all of the Additional Registrable Securities not previously registered on an Additional Registration Statement hereunder. To the extent the staff of the SEC does not permit the Additional Required Registration Amount to be registered on an Additional Registration Statement, the Company shall file Additional Registration Statements successively trying to register on each such Additional Registration Statement the maximum number of remaining Additional Registrable Securities until the Additional Required Registration Amount has been registered with the SEC. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(f). Each Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the Additional Required Registration Amount determined as of the date such Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(g). Each Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the

Exhibit 4.5

"Plan of Distribution" and "Selling Shareholders" sections in substantially the form attached hereto as Exhibit B. The Company shall use its best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

(c)    Underwritten Registrations. If the Required Holders intend to distribute the Registrable Securities by means of an underwriting (whether it is on a firm commitment or best efforts (i.e., registered direct) basis), they shall so advise the Company in writing and the Company shall give written notice thereof to all holders of Registrable Securities within ten (10) days of the receipt of such notice. In such event, the right of any such holder to include such holder’s Registrable Securities in such underwriting shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the holders participating in the underwriting and such holder) to the extent provided herein. A majority in interest of the holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing underwriter or underwriters in such underwriting. All holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of such holders; provided, however, that no holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such holder’s ownership of shares and authority to enter into the underwriting agreement and to such holder’s intended method of distribution, and the liability of such holder shall be limited to an amount equal to the net proceeds from the offering received by such holder. Notwithstanding any other provision of this Section 2(c), if the underwriter advises a holder that marketing factors require a limitation of the number of shares to be underwritten, then the holder shall so advise the Company and the Company shall so advise all holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, among the Buyers that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by all such Buyers, until such Buyers have included in the underwriting all shares requested by such Buyers to be included, (ii) then, among other holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (iii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the holders of Registrable Securities participating in a registration referred to in this Section 2(c), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a reduction of the number of Registrable Securities covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such other securities would adversely impact the marketing of such offering. The Company shall be obligated

Exhibit 4.5

to effect only two (2) underwritten registrations under this 2(c) (an offering which is not consummated shall not be counted for this purpose).

(d)    Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

(e)    Legal Counsel. Subject to Section 5, the Required Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 ("Legal Counsel"), which shall be Schulte Roth & Zabel LLP or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company's and Investors' obligations under this Agreement.

(f)    Ineligibility for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

(g)    Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a), Section 2(b) or Section 2(c) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(d), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, using all commercially reasonable efforts to do so as soon as practicable and not later than thirty (30) days after the necessity therefor arises. The Company shall use all commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less

Exhibit 4.5

than the Required Registration Amount as of such time. The determination set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Preferred Stock and such determination shall assume that the Preferred Stock are then convertible in full into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Certificate of Designations).

3.    Related Obligations.

At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(b), 2(c), 2(f) or 2(g), the Company will use all commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

(a)    The Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use all commercially reasonable efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as practicable after such filing (but in no event later than the Effectiveness Deadline). The Company shall keep each Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the Investors may sell all of the Registrable Securities covered by such Registration Statement without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act or (ii) the date on which the Investors shall have sold all of the Registrable Securities covered by such Registration Statement (the "Registration Period"). The Company shall promptly amend any Registration Statement as necessary to ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. The term "commercially reasonable efforts" shall mean, among other things and subject to Section 3(r), that the Company shall submit to the SEC, within two (2) Business Days after the later of the date that (i) the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement, as the case may be, and (ii) the approval of Legal Counsel pursuant to Section 3(c) a request for acceleration of effectiveness of such Registration Statement to a time and date not later than two (2) Business Days after the submission of such request. The Company shall respond in writing to comments made by the SEC in respect of a Registration Statement as soon as reasonably practicable after the receipt of comments by or notice from the SEC that an amendment is required in order for a Registration Statement to be declared effective.

(b)    The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration

Exhibit 4.5

Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-Q, Form 10-K or any analogous report under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement.

(c)    The Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least five (5) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule 14A and any similar or successor reports or statements) within a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects to the inclusion of information about the Investors or transactions contemplated by the Transaction Documents. All such cost and expense for review and comment shall be subject to the limits on counsel expenses borne by the Company set forth in this Agreement. The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement or any amendment or supplement thereto without the prior approval of Legal Counsel, which consent shall not be unreasonably withheld. The Company shall furnish (which may be electronically) to Legal Counsel, without charge, (i) copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any Registration Statement, (ii) promptly after the same is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) upon the effectiveness of any Registration Statement, one copy of the prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall and Investors shall cause Legal Counsel to reasonably cooperate with each other in performing the Company's obligations pursuant to this Section 3.

(d)    The Company shall furnish (which may be electronically) to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as such Investor may

Exhibit 4.5

reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.

(e)    The Company shall use all commercially reasonable efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or "blue sky" laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or "blue sky" laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

(f)    The Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), and, subject to Section 3(r), use all commercially reasonable efforts to promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to Legal Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request). The Company shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and each Investor by facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company's reasonable determination that a post-effective amendment to a Registration Statement would be appropriate. By 9:30 a.m. New York City time on the date following the date any post-effective amendment has become effective, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.

Exhibit 4.5

(g)    The Company shall use all commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify Legal Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(h)    If any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter, at the reasonable request and at the cost of such Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company's independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investors.

(i)    If any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter, the Company shall make available for inspection by (i) such Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by the Investors (collectively, the "Inspectors"), all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably deemed necessary by each Inspector, and cause the Company's officers, directors and employees to supply all information which any Inspector may reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to an Investor) or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than by disclosure in violation of this Agreement. Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and any Investor) shall be deemed to limit the Investors' ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.

(j)    The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state laws, (ii) the disclosure of such information

Exhibit 4.5

is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at the Investor's expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(k)    The Company shall use all commercially reasonable efforts either to (i) cause all of the Registrable Securities covered by a Registration Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (ii) secure the inclusion for quotation of all of the Registrable Securities on The NASDAQ Global Market or (iii) if, despite the Company's reasonable best efforts, the Company is unsuccessful in satisfying the preceding clauses (i) and (ii), to secure the inclusion for quotation on, The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Capital Market or the NYSE MKT for such Registrable Securities and, without limiting the generality of the foregoing, to use all commercially reasonable efforts to arrange for at least two market makers to register with the Financial Industry Regulatory Authority, Inc. ("FINRA") as such with respect to such Registrable Securities. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(k).

(l)    The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Investors may reasonably request and registered in such names as the Investors may request.

(m)    If requested by an Investor, the Company shall as soon as practicable (i) incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by an Investor holding any Registrable Securities.

(n)    The Company shall use all commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved

Exhibit 4.5

by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

(o)    The Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the applicable Effective Date of a Registration Statement.

(p)    The Company shall otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

(q)    Within two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company shall deliver to the transfer agent for such Registrable Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.

(r)    Notwithstanding anything to the contrary herein, at any time prior to an Initial Filing Deadline or Additional Filing Deadline, Initial Effectiveness Deadline or Additional Effectiveness Deadline (any of which deadline would be extended by any Allowable Grace Period) or after the Effective Date, the Company may delay the disclosure of material, non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a "Grace Period"); provided, that the Company shall promptly (i) notify the Investors in writing of the existence of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material, non-public information to the Investors) and the date on which the Grace Period will begin, and (ii) notify the Investors in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed fifteen (15) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of forty‑five (45) days and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an "Allowable Grace Period"). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Company delivers to Investors the notice referred to in clause (i) and shall end on and include the later of the date the Company delivers to Investors the notice referred to in clause (ii) and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect

Exhibit 4.5

to which an Investor has entered into a contract for sale, prior to the Company’s delivery of the notice of a Grace Period and for which the Investor has not yet settled.

(s)    Neither the Company nor any Subsidiary or affiliate thereof shall identify any Buyer as an underwriter in any public disclosure or filing with the SEC, the Principal Market (as defined in the Securities Purchase Agreement) or any Eligible Market and any Buyer being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has under this Agreement or any other Transaction Document (as defined in the Securities Purchase Agreement); provided, however, that the foregoing shall not prohibit the Company from including the disclosure found in the "Plan of Distribution" section attached hereto as Exhibit B in the Registration Statement.

(t)    The Company shall not file any other registration statements until, or grant registration rights to any Person that can be exercised prior to the time that, all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the SEC, provided that this Section 3(t) shall not prohibit the Company from filing (i) registration statements on Form S-8 for Company equity plans or (ii) amendments (pre-effective and post-effective) to registration statements filed prior to the date of this Agreement; provided that no such amendment shall increase the number of securities registered on a registration statement.Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, without the consent of the Required Holders, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Buyers in this Agreement or otherwise conflicts with the provisions hereof.

(u)    If holders of a majority of the Registrable Securities being offered pursuant to a Registration Statement select underwriters (whether on a firm commitment or best efforts basis) for the offering, the Company shall enter into and perform its obligations under an underwriting (or similar) agreement, in usual and customary form, including, without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations.

(v)    In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering.

4.    Obligations of the Investors.

(a)    At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete any registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect and

Exhibit 4.5

maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.

(b)    Each Investor, by such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from such Registration Statement.

(c)    Each Investor agrees that, upon the Company’s delivery of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) or Section 3(r), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Company’s delivery of copies of the supplemented or amended prospectus as contemplated by Section 3(g) or the first sentence of 3(f) or Section 3(r) or delivery of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the delivery of a notice by the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) or Section 3(r) and for which the Investor has not yet settled.

(d)    Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

5.    Expenses of Registration.

All reasonable expenses incurred by the Company, other than underwriting discounts and commissions or expenses, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company shall be paid by the Company. The Company shall also reimburse the Investors for the fees and disbursements of Legal Counsel in connection with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement which amount shall be limited to $10,000 for each such Registration Statement (including, without duplication, all filings and amendments made thereof or incorporated by reference in such Registration Statement for which no separate amount will be payable).

6.    Indemnification.

In the event any Registrable Securities are included in a Registration Statement under this Agreement:

Exhibit 4.5

(a)    To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the investment manager and its affiliates, the directors, officers, partners, members, employees, agents, representatives of, and each Person, if any, who controls, or is under common control with any Investor within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Person"), against any losses, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto ("Indemnified Damages"), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered ("Blue Sky Filing"), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other securities law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(d); and (ii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.

(b)    In connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any,

Exhibit 4.5

who controls the Company within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Party"), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and, subject to Section 6(c), such Investor shall reimburse the Indemnified Party for any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.

(c)    Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for all such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party, as applicable, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate reasonably with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not

Exhibit 4.5

unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

(d)    The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.

(e)    The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

7.    Contribution.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the sale of such Registrable Securities pursuant to such Registration Statement.

8.    Reports Under the 1934 Act.

With a view to making available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to:

(a)    make and keep public information available, as those terms are understood and defined in Rule 144;

Exhibit 4.5

(b)    file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and

(c)    furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request and to the extent not available on the SEC’s EDGAR website, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

9.    Assignment of Registration Rights.

The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor's Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights and the transferee or assignee agrees in writing to assume in full the obligations set forth under this Agreement, including the obligations set forth under Sections 6 and 7, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. Following any such transfer or assignment, the transferee or assignee, as applicable, shall be considered an Investor for purposes of this Agreement.

10.    Amendment and Termination of Registration Rights.

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Holders. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement. Other than Sections 6 and 7, this Agreement shall terminate with respect to any Investor when such Investor is no longer a holder of Registrable Securities and shall terminate with respect to all Investors when securities issued pursuant to the Securities Purchase Agreement and Certificate of Designation are not Registrable Securities.

Exhibit 4.5

11.    Miscellaneous.

(a)    A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from such record owner of such Registrable Securities.

(b)    Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Adept Technology, Inc.5960 Inglewood DrivePleasanton, California 94588Telephone: (925) 245-3456

Facsimile: (925) 245-3510

Attention: Chief Executive Officer

Email: john.dulchinos@adept.com

With a copy (for informational purposes only) to:

Gibson, Dunn & Crutcher LLP

1881 Page Mill Road

Palo Alto, CA 94304

Telephone:    (650) 849-5327

Facsimile:    (650) 849-5027

Email:    LFontenot@gibsondunn.com

Attention:    Lisa Fontenot

If to the Transfer Agent:

The Bank of New York

520 Pike Street, Suite 1220

Seattle WA 98101

Attention: Lisa Porter

Exhibit 4.5

Telephone:    (206) 674-3050

Facsimile:    (206) 674-3059

Email:    Lisa.porter@bnymellon.com

If to Legal Counsel:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Telephone:    (212) 756-2000

Facsimile:    (212) 593-5955

Attention:    Eleazer Klein, Esq.

If to a Buyer, to its address and facsimile number set forth on the Schedule of Buyers attached hereto, with copies to such Buyer's representatives as set forth on the Schedule of Buyers, or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

(c)    Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

(d)    All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR

Exhibit 4.5

THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(e)    If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(f)    This Agreement, the other Transaction Documents (as defined in the Securities Purchase Agreement) and the instruments referenced herein and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the other Transaction Documents and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.

(g)    Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.

(h)    The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.'

(i)    All references in this Agreement to Sections, Subsections, and Exhibits are references to Sections, Subsections, and Exhibits, respectively, in and to this Agreement, unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. The words “include” or “including” mean “include, without limitation” or “including, without limitation,” as the case may be, and the language following “include” or “including” shall not be deemed to set forth an exhaustive list. Any capitalized terms used in any Exhibit but not otherwise defined therein shall have the meaning as defined in this Agreement. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein. All references to notices, or other items “written” or “in writing” may include writings in e-mail.

(j)    This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile

Exhibit 4.5

transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement and a facsimile or electronic (.pdf) signature shall constitute an original for all purposes..

(k)    Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(l)    All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified in this Agreement, by the Required Holders.

(m)    The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.

(n)    This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(o)    The obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision of this Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing contained herein, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated herein.

* * * * * *

[Signature Page Follows]

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

COMPANY:

ADEPT TECHNOLOGY, INC.

By: Name: Title:

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

BUYERS:

HALE CAPITAL PARTNERS, LP

By: Name:

   Title:

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

BUYERS:

[OTHER BUYERS]

By: Name:

   Title:

SCHEDULE OF BUYERS

Buyer	Buyer Address	Buyer's Representative's Address
Hale Capital Partners, LP	570 Lexington Avenue 49th Floor New York, NY 10022 Attention: Martin Hale Facsimile: 212-751-8822 Telephone: 212-751-8800 Residence: Delaware Email: martin@halefunds.com	Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 Attn: Eleazer Klein, Esq. Facsimile: (212) 593-5955 Telephone: (212) 756-2000 Email: eleazer.klein@srz.com
[Other Buyers]

EXHIBIT A

FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT

Computershare Shareowner Services LLC
520 Pike Street, Suite 1220
Seattle, Washington 98101
Telephone:    (206) 674-3050
Facsimile:     (206) 674-3059

Attention: Lisa Porter

Re:    Adept Technology, Inc.

Ladies and Gentlemen:

We are counsel to Adept Technology, Inc., a Delaware corporation (the "Company"), and are delivering this letter to you on behalf of the Company in connection with that certain Securities Purchase Agreement, dated as of September 4, 2012 (the "SecuritiesPurchase Agreement"), entered into by and among the Company and the buyers named therein (collectively, the "Holders") pursuant to which the Company issued to the Holders convertible preferred stock (the "Preferred Stock") convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock"). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), including, without limitation, the shares of Common Stock issuable upon conversion of the Preferred Stock and as dividends with respect to the Preferred Stock, under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2012, the Company filed a Registration Statement on Form S-3 (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names each of the Holders as a selling shareholder thereunder.

In connection with the foregoing, a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge after solely telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.

This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated September 4, 2012.

Very truly yours,

By:_____________________

CC:    [LIST NAMES OF HOLDERS]

EXHIBIT B

SELLING SHAREHOLDERS

The shares of common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the convertible preferred stock and in payment of certain dividend requirements with respect to the preferred stock. For additional information regarding the issuance of those convertible preferred stock, see "Private Placement of Convertible Preferred Stock " above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the convertible preferred stock issued pursuant to the Securities Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years.

The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the convertible preferred stock, as of ________, 2012.

The third column lists the shares of common stock being offered by this prospectus by the selling shareholders.

In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of at least 100% of the sum of (i) the number of shares of common stock issuable upon conversion of the convertible preferred stock as of the Trading Day immediately preceding the date the registration statement is initially filed with the SEC and (ii) the number of shares of common stock issuable as dividends with respect to the preferred stock as of the Trading Day immediately preceding the date the registration statement is initially filed with the SEC, subject to any limit on the number of shares issuable by Nasdaq.Because the conversion price of the convertible preferred stock may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.

The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution."

The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution."

Name of Selling shareholder	Number of Shares of Common Stock Owned Prior to Offering	Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus	Number of Shares of Common Stock Owned After Offering
Hale Capital Partners, LP (1)			0
[Other Buyers]

EXHIBIT C

PLAN OF DISTRIBUTION

We are registering the shares of common stock issuable upon conversion of the convertible preferred stock and in payment of certain dividend requirements with respect to the preferred stock to permit the resale of these shares of common stock by the holders of the convertible preferred stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

The selling shareholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent's commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,

• on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

• in the over-the-counter market;

• in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

• through the writing of options, whether such options are listed on an options exchange or otherwise;

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• short sales as permitted by applicable law;

• sales pursuant to Rule 144;

• broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;

• a combination of any such methods of sale; and

• any other method permitted pursuant to applicable law.

If the selling shareholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers as permitted by applicable law, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling shareholders may also sell shares of common stock short as permitted by applicable law and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

The selling shareholders may pledge or grant a security interest in some or all of the convertible preferred stock or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling shareholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling shareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling shareholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.

The selling shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[     ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or "blue sky" laws; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements, or the selling shareholders will be entitled to contribution. We may be indemnified by the selling shareholders against liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

EX-4.6

Exhibit 4.6

SIDE LETTER

This Side Letter (the "Side Letter") is entered into on September 5, 2012, by and among Adept Technology, Inc. (the "Company") and Hale Capital Partners, LP ("Hale"). Reference is made to that certain Securities Purchase Agreement, dated as of September 5, 2012 (the "Purchase Agreement"), by and among the Company and the investors listed on the Schedule of Buyers attached thereto. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.

1.    From the Closing Date and for so long as Hale holds Preferred Shares in an amount equal to not less than 5% of the outstanding shares of Common Stock (assuming conversion or exercise, as applicable, of any securities of the Company that by their terms are convertible or exercisable into shares of Common Stock that are held by Hale) (the “Designation Period”), Hale shall have the right to designate one (1) director nominee, who shall initially be the individual identified in paragraph 2, for election to be a member of the Board of Directors of the Company (the "Board") at each annual or special meeting of stockholders of the Company or action by written consent of stockholders at which directors will be elected (each director to the Board designated pursuant to this Side Letter, a "Preferred Holder Director"). Each Preferred Holder Director elected shall be a member of the Board until the next annual stockholders meeting or until such Preferred Holder Director resigns or is removed or such Preferred Holder Director's successor is designated, in each case in accordance with the provisions set forth in this Side Letter and the provisions of the Company’s Certificate of Incorporation and Bylaws that are not inconsistent with this Side Letter, unless such Preferred Holder Director is again designated and elected as a director to the Board pursuant to and in accordance with the terms of this Side Letter. Hale shall not be deemed to owe any fiduciary duties to the Company or any of its stockholders by reason of any terms of this Side Letter.

2.    As of the Closing Date, the Company shall cause the Board to appoint Martin Hale Jr. to be the initial Preferred Holder Director to serve on the Board until his term expires at the 2012 annual stockholders meeting.

3.    During the Designation Period, the Company shall include the designee of Hale as a Preferred Holder Director as the Company's nominee for election as a director at each annual or special meeting of stockholders of the Company or action by written consent of stockholders at which directors will be elected. The Company shall recommend that the Company's stockholders vote, and shall solicit proxies, in favor of the election of the designee by Hale for a Preferred Holder Director at such annual or special meeting or by such written consent, and the Company shall otherwise support such designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. Hale shall not be subject to compliance with any advance notice requirements set forth in the Company's Bylaws in connection with the terms and provisions set forth in this Side Letter.

4.    Any vacancy created by the death, resignation, removal or disqualification of any Preferred Holder Director shall only be filled by a person designated by Hale in accordance with

Exhibit 4.6

this Side Letter unless Hale agrees otherwise. If a person designated by Hale to be a Preferred Holder Director is not a Preferred Holder Director because of such person's death, disability, disqualification, withdrawal as a Preferred Holder Director or is for any other reason unavailable or unable to serve on the Board, Hale shall be entitled to promptly designate another person to be a Preferred Holder Director in accordance with the applicable provisions of this Side Letter and the director position for which such person was nominated shall not be filled pending such designation. The Preferred Holder Director may resign from the Board at any time without notice. If the position of Preferred Holder Director is vacant and Hale designates a person for a Preferred Holder Director, the Board shall appoint such person to the Board as the Preferred Holder Director to serve on the Board until his or her term expires at the next annual stockholders meeting.

5.    Each Preferred Holder Director that satisfies applicable criteria and requirements (if any) under applicable law and listing standards of the Company’s Principal Market or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the shares of Common Stock are then traded in respect of a Board committee or sub-committee, shall have the right to serve on such committee and sub-committee of the Board.

6.    The Company hereby renounces, to the extent permitted by law, any interest, expectancy or right of the Company in, or in being offered an opportunity to participate in, any Excluded Opportunity. An "Excluded Opportunity" is any matter, transaction, interest or opportunity that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (a) any Preferred Holder Director who is not an employee of the Company or any of its Subsidiaries, or (b) Hale or any direct or indirect partner, member, director, stockholder, employee or agent of Hale, other than someone who is an employee of the Company or any of its Subsidiaries (collectively, "Covered Persons"), unless (i) such matter, transaction, interest or opportunity is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person's capacity as a Preferred Holder Director or (ii) where the Covered Person is not the Preferred Holder Director, such matter, transaction, interest or opportunity is presented to, or acquired, created or developed by, or otherwise comes into the possession of, the Preferred Holder Director expressly and solely in its capacity as a Preferred Holder Director and its existence is disclosed or conveyed to the Covered Person expressly and solely by the Preferred Holder Director.

7.    During such time and as long as Hale has designated a Preferred Holder Director to the Board and such Preferred Holder Director is a member of the Board, in each case, in accordance with and pursuant to the terms of this Side Letter, the Board shall approve the declaration and issuance of any securities, including without limitation any Preferred Shares, Conversion Shares and Dividend Shares, pursuant to and in accordance with Rule 16b-3 promulgated under the 1934 Act, as amended, (or a successor rule thereto) for the purpose of making such securities exempt from the provisions of Section 16(b) of the 1934 Act.

8.    From the Closing Date until Hale no longer holds Preferred Shares, Hale or any of its affiliates (as designated by Hale) shall be entitled to designate at any time and from time to

Exhibit 4.6

time one (1) non-voting observer (to be reasonably acceptable to the Company, an "Observer") to attend each and any meeting of the Board and any committee and subcommittee of the Board. The Company shall give to each Observer all notices, minutes, consents and other materials and information given to the directors of the Company in connection with any such meeting at the same time that such notices, minutes, consents or other materials or information are given to such directors. A majority of the Board or committee or subcommittee, as applicable, shall have the right to exclude the Observer from portions of meetings of the Board or committee or subcommittee or omit to provide the Observer with certain information if such members of the Board in its good faith discretion, including without limitation, based on the advice of Company counsel, that such exclusion or omission may be necessary in order to (a) preserve the Company’s attorney-client privilege, (b) fulfill the Company’s obligations with respect to confidential or proprietary information of third parties or (c) to avoid a potentialbreach of the fiduciary obligations of the Board to the Company and/or its stockholders.

9.    This Side Letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of all courts, federal and state, located in the City of New York for the adjudication of any dispute arising hereunder. This Side Letter may not be amended or waived except in writing, by a document executed by the Company and Hale.

10.    This Side Letter may be executed in two (2) or more counterparts, together constituting one (1) agreement, and may be executed by facsimile, having the same force as if originally executed.

[Signature Pages Follow]

IN WITNESS WHEREOF, each party to this Side Letter has caused their respective signature page to this Side Letter to be duly executed as of the date first written above.

COMPANY:

ADEPT TECHNOLOGY, INC.

By: Name: John Dulchinos

   Title: President and Chief Executive Officer

IN WITNESS WHEREOF, each party to this Side Letter has caused their respective signature page to this Side Letter to be duly executed as of the date first written above.

HALE CAPITAL PARTNERS, LPBy:

By: Name:

   Title:

EX-10.25

EXHIBIT 10.25

Summary of Executive Officer Compensation

The following is a summary of the compensation of the executive officers of Adept Technology, Inc. (the “Company”) in effect as of the date of filing the Company’s Annual Report on Form 10-K.

Current Executive Officers	Annual Base Salary		Fiscal 2013 Incentive Compensation	Other AnnualCompensation (4)
John Dulchinos President and Chief Executive Officer	$	284,850	(1)	Health care coverage; long-term disability and group term life insurance excess premiums
Lisa M. Cummins Senior Vice President of Finance and Chief Financial Officer	$	220,000	(1)	Health care coverage; long-term disability and group term life insurance excess premiums
John Boutsikaris Senior Vice President, Sales and Marketing	$	198,000	(12)
Joachim Melis Vice President, Business Development and Managing Director of Europe	EUR	153,000	(13)	Car allowance

(1)	Awards and Cash made pursuant to participation in, and subject to terms of, the Fiscal 2013 Performance Plan and 2013 Cash Incentive Plan, respectively.
(2)	Annual cash commission based upon the cumulative revenue during the fiscal year which could result in potential cash payment of up to $65,000.
(3)	Quarterly cash commission based upon the cumulative revenue during the fiscal quarter, which could result in potential quarterly cash payments of up to $8,000.
(4)	Other benefits to be provided by the Company to the identified executive officer. Equity awards have been granted to the executive officers pursuant to option agreements and restricted stock agreements, the forms of which have been approved by the Compensation Committee and filed with the Securities and Exchange Commission.

EX-10.31

Exhibit 10.31

Addendum to License Agreement dated 21st of December 2006 between Adept Technology and Fundacion Tecnalia Research & Innovation.

WHEREAS,

A) As a result of a merger process, on 31st December 2010, FUNDACIÓNFATRONIK was taken over by FUNDACIÓN TECNALIA RESEARCH & INNOVATION, with tax identification code G-48975767 and REGISTERED OFFICE AL Parque Tecnológico de San Sebastián, Mikeletegi Pasealekua 2, E-20009 Donostia ‑ San Sebastián, Spain. FUNDACIÓN TECNALIA RESEARCH & INNOVATION acquired by universal succession all of the rights and obligations of the absorbed entity.

B) ADEPT and TECNALIA desire to modify partially the License Agreement.

NOW, THEREFORE THE PARTIES AGREE AS FOLLOWS:

I.    Exclusivity and Minimum Unit Volume

Effective May 1^st, 2012, Adept Technology will give up exclusivity foreseen in section Fourth and will continue to license the patent in countries where patent protection exists on a non-exclusive basis. The license fee for non-exclusive use on a per robot basis will be according to the original contract section 5.2.2

Non-exclusive License fee starting May 1. 2012 going forward

Year 5: 600 US$(Adept Fiscal Year 2012) (from May 1 to June 30, 2012)

Year 6: 500 US$(Adept Fiscal Year 2013)

Year 7: 400 US$(Adept Fiscal Year 2014)

Year 8: 300 US$(Adept Fiscal Year 2015)

Following years until the termination of the contract in 2022: 300 US$

II.    Contract Duration

According to 3.2 the original contract ends on December 20, 2012 (6 year duration after
signing). The parties agree to extend the contract for another 10 years until December 31, 2022.

Exhibit 10.31

ADEPT TECHNOLOGY, INC. By (Print)   Joachim Melis Title   Vice President Business Development Date   April 25, 2012 Fundación Tecnalia Research & Innovation By (Print)   Pedro Carnicer Title   Division Industry and Transport Manager Date April 25, 2012

AMENDMENT FATRONIK APRIL 2012.DOCX

EX-10.54

Exhibit 10.54

ADEPT TECHNOLOGY, INC.

FISCAL 2013 PERFORMANCE PLAN

1.    Purpose.

The Adept Technology, Inc. Fiscal 2013 Performance Plan (the “Performance Plan”), established under the Adept Technology, Inc. 2005 Equity Incentive Plan (the “Equity Plan”), is intended to provide performance-based compensation to individuals who make a significant contribution to the financial performance of Adept Technology, Inc. (the “Company”). Performance Plan objectives are to: (a) focus specific employees on achieving specific performance targets applicable to overall corporate performance and specific functional or departmental performance where applicable, (b) reinforce a team orientation through collective corporate targets with adjustment for such departmental performance, (c) provide significant award potential for achieving outstanding performance, (d) further align employees’ interests with those of the Company’s stockholders through equity compensation, and (e) enhance the ability of the Company to attract and retain highly talented and competent individuals.

2.    Definitions.

Defined terms not explicitly defined in this Performance Plan but defined in the Equity Plan shall have the same definitions as in the Equity Plan.

“Adjusted EBITDA” means earnings before interest income, taxes, depreciation and amortization, goodwill impairment, merger and acquisition-related expenses, stock-based compensation expense and currency expense for the Performance Period, as may be adjusted by determination by the Committee in accordance with the adjusted EBITDA calculation used for other purposes for which this metric is used by the Company for such period.

“Award” means an award of Restricted Stock and/or a Performance Cash Award, in each case to be granted following the Performance Period as provided under this Performance Plan pursuant to the terms hereof and the Equity Plan, as applicable.

“Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations and/or other interpretive authority and guidance issued thereunder.

“Committee” means the Compensation Committee of the Board.

“Department Objectives” means the functional and department objectives, in each case as defined and with the applicable weighting as identified on Annex B, provided that attainment of any and all Department Objectives (and the detailed requirements and definitions therefor) shall be as determined by the Chief Executive Officer for all Participants other than the Chief Executive Officer.

“Participants” means the Company’s executive team members John Dulchinos, Lisa Cummins, Joachim Melis and John Boutsikaris, and the additional non-executive officer focus team members as set forth on Annex A. Participants may also include other current or future employees of the Company as may be approved by the Compensation Committee.

Exhibit 10.54

“Performance Goals” means the Revenue and Adjusted EBITDA targets set forth in Annex A and the Department Objectives, in each case in the specified amounts for the Performance Period as identified on the relevant annex hereto.

“Performance Period” means the period beginning July 1, 2012 and ending June 30, 2013.

3.    Determination of Awards.

a. Generally. As soon as practicable after availability of the Company’s financial results for the Performance Period, but on or before the date that is ninety (90) days following the expiration of the Performance Period, the Chief Executive Officer shall report to the Committee with respect to the amounts of the Departmental Objectives attained by each Participant and related adjustment to any Award potentially granted hereunder and the Committee shall determine and certify the Performance Goals (if any) met and the calculation of Awards to be granted pursuant to the Performance Plan (the date of such certification the “Certification Date”). Upon the Certification Date, Awards will be granted to Participants based upon the extent to which the Company achieves the applicable Performance Goals as set forth in Annex A as adjusted to give effect to such Participant’s level of achievement of the Department Objectives; provided, however, that the Committee shall retain the discretion to alter the number of shares of Restricted Stock and/or Performance Cash Awards to be granted to any Participant pursuant to this Performance Plan. All Restricted Stock Awards will be subject to service-based vesting as set described in Section 4(b).

If the Company does not achieve the minimum targets specified in Annex A for the Performance Goals, no Awards shall be made pursuant to this Performance Plan.

b. Change in Control Prior to the Certification Date. If a Change in Control occurs prior to the Certification Date, and provided that the Participant remains continuously employed by the Company until immediately prior to the Change in Control, then, immediately prior to the Change in Control, a pro-rated number of Shares shall be awarded to the Participant on such date equal to that number of Shares set forth next to the Participant’s name in Annex A that would be earned applying the formula set forth therein measuring the Performance Period as the period ending on the date which is ten business days prior to the Change in Control (the “CinC Period”) multiplied by a fraction, the numerator of which is the number of days during the CinC Period and the denominator of which is 365. Shares granted pursuant to an Award as determined in this Section 3(a) shall be vested in full as of the grant of the Award.

c.	Termination For Any Reason Prior to the Certification Date. Subject to Section 3(b), if a Participant’s employment with the Company terminates prior to the Certification Date for any reason, then that Participant shall not be entitled to receive
	any Award under this Performance Plan, unless otherwise determined by the Committee.

4.    Terms of Awards.

Exhibit 10.54

a. Award Amounts. The Restricted Stock to be issued and Performance Cash Awards to be paid to Participants shall be as determined on the Certification Date as set forth on Annex A, subject to adjustment for the level of performance of the applicable Department Objectives set forth in Annex B. Amounts in excess of the 100% Performance Goal targets as calculated by the formulae set forth in Annex A and Annex B will be paid in Performance Cash Awards in a cash amount equal to the value of the Shares which would otherwise have been payable based upon the average closing price of the Company’s common stock for the thirty (30) days ending on the business day prior to the Certification Date.

b. Vesting. Subject to the Participant’s continuous employment with the Company through and on the applicable Vesting Date, the Restricted Stock issued under this Performance Plan shall vest, in equal quarterly installments on the last day of each fiscal quarter following June 30, 2013 through the quarter ending June 30, 2014 (each such date, a “Vesting Date”), subject to such earlier acceleration as provided in Sections 4(c)(ii) and 4(d). Performance Cash Awards paid will not be subject to vesting.

c. Effect of Termination of Employment After the Certification Date.

i If the Participant’s employment is terminated for any reason other than as a result of death or Total and Permanent Disablement prior to the final Vesting Date, the Participant’s Award shall cease vesting and all unvested Restricted Stock subject to the Participant’s Award as of the date of termination shall be forfeited immediately with no further action on the part of the Participant.

ii If the Participant’s employment is terminated due to death or Total and Permanent Disablement after the Certification Date but prior to the final Vesting Date, all Restricted Stock held by the Participant as of the date of termination shall be immediately vest as of the date of termination.

d. Effect of a Change in Control After the Certification Date. If a Change in Control occurs after the Certification Date, and provided the Participant remains continuously employed by the Company until immediately prior to the Change in Control, then, as of immediately prior to the Change in Control, all outstanding and unvested Restricted Stock subject to the Participant’s Award shall vest in full.

e. Adjustment of Shares. The number of Shares of Restricted Stock subject to an Award may be adjusted from time to time for capitalization adjustments in the discretion of the Committee, as provided in Section 13 of the Equity Plan.

f. Distribution of Awards.

i.

Shares of Restricted Stock awarded to a Participant shall be held by the Company (or recorded on the stock records of the Company’s transfer

agent) on behalf of the Participant and distributed to the Participant (or the Participant’s estate trustee on behalf of its heirs in the case of death) on the applicable Vesting Date (subject to the satisfaction by the Participant of tax withholding requirements described in Section 6) or, if applicable, the events described in Sections 3(b), 4(c)(ii) and 4(d) (but, in the case of an issuance of Shares or cash made on account of a termination due to Total and Permanent Disablement, such distribution shall occur on the date that is six months and one day after the date of the Participant’s “separation from service” (as defined in Treas. Reg. 1.409A-1(h)) with the Company, except to the extent earlier payment is permissible under Section 409A of the Code).

ii. All Performance Cash Awards will be settled with no further action on the part of any Participant by the payment of cash amounts earned to the applicable Participant, less tax withholdings, on or before the Company’s payroll payment date immediately following the Certification Date.

Exhibit 10.54

g. Award Agreements. Each Restricted Stock Award shall be evidenced by an award agreement (“Award Agreement”) to be entered into between the Participant and the Company with such terms and conditions and in such form as the Committee shall determine. Awards shall be subject to the terms and conditions of the Award Agreement, the Performance Plan and the Equity Plan.

5.    Performance Plan Administration

Notwithstanding the authority of the Chief Executive Officer in respect of the Department Objectives as provided herein, the Committee shall be responsible for all decisions and recommendations regarding Performance Plan administration and retains final authority regarding all aspects of Performance Plan administration, the resolution of any disputes, the interpretation of the Performance Plan and any Award Agreement hereunder, and the application of the Performance Plan in any respect to a Participant. All determinations and interpretations made by the Committee in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. The Committee may, without notice, amend, suspend or terminate the Performance Plan; provided, however, that no such action may adversely affect any then outstanding Award without the consent of the Participant, unless such action is necessary to comply with any applicable law.

6.    Withholding

The Company will have the right to make all payments or distributions or deliver Shares or cash pursuant to the Performance Plan to a Participant net of any applicable federal, state and local taxes required to be paid or withheld. The Company will have the right to withhold from wages or other amounts otherwise payable to such Participant such withholding taxes as may be required by law, or to otherwise require the Participant to pay such withholding taxes. If the Participant fails to make such tax payments as are required, the Company will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant or to take such other action as may be necessary to satisfy such withholding obligations. Unless the Participant elects to satisfy any tax withholding obligation by an alternative means as permitted hereby, Participant’s acceptance of an Award constitutes Participant’s instruction and authorization to the Company to withhold on the Participant’s behalf the number of Shares from the Restricted Stock and the applicable amount of cash from any cash distributed to the Participant at the time when the Award becomes vested and payable as the Company determines to be sufficient to satisfy the tax withholding obligation.

7.    Financial Restatements.

If the Company’s financial statements for the Performance Period are the subject of a restatement due to error or misconduct prior to the fifth anniversary of the Certification Date, to the extent permitted by applicable law, in all appropriate cases, the Company will seek, and all Participants shall take such action as required to effect, reimbursement of excess performance compensation issued or paid under the Performance Plan for the Performance Period. For purposes of this Performance Plan, excess performance compensation means the positive difference, if any, between (i) the Performance Plan Award actually paid to the Participant and (ii) the Performance Plan Award that would have been paid to the Participant had the applicable

Exhibit 10.54

Performance Goals been calculated based on the Company’s financial statements as restated. The Company will not be required to award any Participant any additional Award hereunder should the restated financial statements result in a higher multiplier as compared to the Performance Goals.

8.    General Provisions.

a. Non-Exclusivity of Performance Plan. The adoption of the Performance Plan by the Board shall not be construed as creating any limitations on the power of the Board or the Committee to adopt such other bonus or incentive compensation arrangements as either may deem desirable, including, without limitation, cash or equity-based compensation arrangements, either tied to performance or otherwise, and any such other arrangements as may be either generally applicable or applicable only in specific cases.

b. Limitation on Rights as a Participant. The Company is not obligated to give uniform treatment to Participants under the Performance Plan. Participation in the Performance Plan during the Performance Period does not convey any right to receive any award or to participate in the Performance Plan as to any other period.

c. No Employment or Service Rights. Nothing in the Performance Plan or any instrument executed or Award granted pursuant to the Performance Plan shall (i) confer upon any Participant any right to continue to be retained in the employ or service of the Company, (ii) change the at-will employment relationship between the Company and a Participant, or (iii) interfere with the right of the Company to discharge any Participant or other person at any time, with or without cause, and with or without advance notice.

d.	Stockholder Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Restricted Stock subject to an Award unless and until such Participant has vested in the Shares subject to the Award, except that the Participant shall be entitled to exercise voting rights and receive ratable
	dividends and other distributions paid with respect to Restricted Stock subject to an
	Award (even if such Restricted Stock has not yet vested or been distributed to the Participant).

e. Validity. If any provision of the Performance Plan is held invalid, void, or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provision of the Performance Plan.

f. Governing Plan Document. The Performance Plan is subject to all the provisions of the Equity Plan and is further subject to all interpretations, amendments, rules and regulations that may from time to time be promulgated and adopted by the Committee, the Board or the Company pursuant to the Equity Plan. In the event of any conflict between the provisions of this Performance Plan and those of the Equity Plan, the provisions of the Equity Plan shall control.

Exhibit 10.54

g. Governing Law. The Performance Plan and any Award Agreement hereunder will be interpreted and construed in accordance with the laws of the State of Delaware (without regard to principles of conflicts of law) and applicable federal law.

h. Section 409A. To the extent applicable, it is intended that this Performance Plan and any Award granted hereunder comply with the requirements of Section 409A of the Code. Any provision that would cause the Equity Plan or any Award granted hereunder to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with Section 409A of the Code, which amendment may be retroactive to the extent permitted by Section 409A of the Code.

i. Headings. The headings of the Sections in this Performance Plan are inserted for convenience only and shall not be deemed to affect the meaning of this Equity Plan.

9.    Effective Date.

This Performance Plan was adopted by the Compensation Committee of the Board on September 20, 2012.

Exhibit 10.54

ANNEX A

PERFORMANCE GOALS/APPLICABLE AWARD AMOUNTS

Weighting		50%				50%
ADJ EBITDA				Revenue
	150%		+		150%
	125%				125%
	100%				100%
	50%				50%

• If either one of the Minimum Targets is not met, no award will be made.

• If the amount derived from the formula (as adjusted by the Department Objective amounts) exceeds 100%, all Restricted Stock will be granted, with Performance Cash Awards to be paid in cash for amounts in excess of 100% as determined pursuant to the Performance Plan.

Exhibit 10.54

	•	Adjusted EBITDA and Revenue will be determined, as applicable, in the manner determined for the Company’s financial statements. Amounts falling between the targets identified above will be assigned the correlating percentage in relation to those specified above.
Name			Restricted Stock Amount at 100%		*
John Dulchinos				50,000
Lisa Cummins				25,000
Joachim Melis				10,000
John Boutskaris				10,000
Jeff Baird				17,500
Rush LaSelle				10,000
Bob Malley				17,500
Sue C. Lim				10,000
Cathy Denham				10,000
Patrick O’Sullivan				10,000
[Pack GM]				10,000

*assumes no adjustment for Department Objectives.

Exhibit 10.54

ANNEX B

DEPARTMENT OBJECTIVES

As communicated to each participant upon adoption of the Performance Plan.

EX-10.79

Exhibit 10.79

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of September 5, 2012, by and among Adept Technology, Inc., a Delaware corporation, with headquarters located at 5960 Inglewood Drive, Pleasanton, CA 94588 (the "Company") and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

WHEREAS:

A.The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Rule 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the 1933 Act.

B.The Board of Directors of the Company has authorized a new series of convertible preferred stock of the Company designated as Series A Convertible Preferred Stock, the terms of which are set forth in the certificate of designations for such series of preferred stock (the "Certificate of Designations") in the form attached hereto as Exhibit A (together with any convertible preferred shares issued in replacement thereof in accordance with the terms thereof, the "Preferred Shares"), which Preferred Shares shall be convertible or redeemable into the Company's voting common stock, par value $0.001 per share (the "Common Stock"), in accordance with the terms of the Certificate of Designations (the Preferred Shares as converted or redeemed, collectively, the "Conversion Shares").

C.Each Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, that aggregate number of Preferred Shares, set forth opposite such Buyer's name in column (3) on the Schedule of Buyers attached hereto (which aggregate number of Preferred Shares for all Buyers shall not be greater than 9,500).

D.Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a (i) Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the "Registration Rights Agreement"), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement) under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws, and (ii) Side Letter, substantially in the form attached hereto as Exhibit C (the "Side Letter "), pursuant to which and pursuant to the Certificate of Designations, Hale, as long as it together with any of its Affiliates hold Preferred Shares convertible into at least 5% of the outstanding Common Stock of the Company on an as converted basis, shall have the right to designate one (1) director for election to the Board of Directors of the Company (the "Board") and shall have observation and committee representation rights, all as set forth in such Side Letter.

E.The Preferred Shares shall be entitled to dividends, which, at the election of the Company and as set forth in the Certificate of Designations, may be paid in cash or in shares of Common Stock, subject to the Exchange Cap (as defined in the Certificate of Designation) (the "Dividend Shares").

Exhibit 10.79

F.The Preferred Shares, the Conversion Shares and any Dividend Shares, collectively are referred to herein as the "Securities".

NOW, THEREFORE, the Company and each Buyer hereby agree as follows:

1.PURCHASE AND SALE OF PREFERRED SHARES.

(a)Purchase of Preferred Shares. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below), a number of Preferred Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers (the "Closing").

(b)Closing. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York City time, on the date that no later than ten (10) Business Days after the date hereof (or such other date and time as is mutually agreed to by the Company and each Buyer) after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below, at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022.

(c)Purchase Price. The aggregate purchase price for the Preferred Shares to be purchased by each Buyer at the Closing (the "Purchase Price") shall be the amount set forth opposite each Buyer's name in column (4) of the Schedule of Buyers.

(d)Form of Payment. On the Closing Date, (i) each Buyer shall pay its Purchase Price to the Company for the Preferred Shares to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) the Company shall deliver to each Buyer the Preferred Shares (allocated in the amounts as such Buyer shall request) which such Buyer is then purchasing hereunder (allocated in the amounts as such Buyer shall request) which such Buyer is purchasing, in each case duly executed on behalf of the Company and registered in the name of such Buyer.

(e)Additional Investors. Each of the Buyers acknowledge and agree that the Company will be permitted to allow one or more potential investors that are existing holders of the Company’s securities as of the date hereof to purchase up to $2 million of stated value of Preferred Shares on identical terms and conditions as the Buyers under this Agreement (except that such investors will not be party to the Side Letter), unless otherwise agreed to in writing by the Required Holders. Any such potential investor that wants to purchase Preferred Shares must sign a joinder agreement with the Company and consummate such purchase no later than September 17, 2012, which joinder agreement shall indicate the number of Preferred Shares that it will purchase (not to exceed, in the aggregate for all additional investors, 1,500 Preferred Shares). After executing such joinder, any such investor will be deemed to be a Buyer (as defined herein), entitled to the rights, and subject to the obligations, under the Transaction Documents as if such investor were a Buyer on the date hereof and the Schedule of Buyers will be accordingly amended to reflect such Buyer. Notwithstanding anything to the contrary, the Company shall not be permitted to sell, and no Person

Exhibit 10.79

(other than a Buyer) shall be permitted to purchase, any Preferred Shares other than in accordance with this Section 1(e) without the prior written consent of the Required Holders.

2.BUYER'S REPRESENTATIONS AND WARRANTIES. Each Buyer, severally and not jointly, represents and warrants with respect to only itself that:

(a)No Public Sale or Distribution. Such Buyer (i) is acquiring the Preferred Shares and (ii) upon conversion of the Preferred Shares will acquire the Conversion Shares issuable upon conversion of the Preferred Shares, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business and is able to bear the economic risk of such investment in the Securities. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. As used herein, "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

(b)Accredited Investor Status. Such Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D.

(c)Reliance on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Securities.

(d)Information. Such Buyer acknowledges that such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities that have been requested by such Buyer. Such Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer's right to rely on the Company's representations and warranties contained herein. Such Buyer understands that its investment in the Securities involves a high degree of risk. Such Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.

(e)No Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment

Exhibit 10.79

in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(f)Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, "Rule 144"); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any such legal opinion set forth in clause (i)(B) above, any transfer of Securities by a Buyer to an Affiliate of such Buyer, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the 1933 Act. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(f). As used in this Agreement, (x) "Affiliate" or "affiliate" means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common control with, such Person; and (y) "Control" (including the terms "controlling", "controlled by" or "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(g)Legends. Such Buyer understands that the certificates or other instruments representing the Preferred Shares and, until such time as the resale of the Conversion Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, the stock certificates representing the Conversion Shares, except as set forth below, shall bear any legend as required by the "blue sky" laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

[NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE

Exhibit 10.79

SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

The legend set forth above shall be removed and the Company shall promptly issue a certificate without such legend to the holder of the Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company ("DTC"), if, unless otherwise required by state securities laws, (i) such Securities are registered for resale under the 1933 Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act, or (iii) the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance. If the Company shall fail for any reason or for no reason to issue to the holder of the Securities within three (3) Trading Days after the occurrence of any of (i) through (iii) above a certificate without such legend or to issue such Securities to such holder by electronic delivery at the applicable balance account at DTC, and if on or after such Trading Day the holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of such Securities that the holder anticipated receiving without legend from the Company (a "Buy-In"), then the Company shall, within three (3) Trading Days after the holder's request and in the holder's discretion, either (i) pay cash to the holder in an amount equal to the holder's total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such unlegended Securities shall terminate, or (ii) promptly honor its obligation to deliver to the holder such unlegended Securities as provided above and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price (as defined in the Certificate of Designations) on the date of the occurrence of any of clauses (i) through (iii), as applicable.

Exhibit 10.79

(h)Validity; Enforcement. This Agreement, the Side Letter and the Registration Rights Agreement have been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

(i)No Conflicts. The execution, delivery and performance by such Buyer of this Agreement, the Side Letter and the Registration Rights Agreement and the consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Buyer or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in, or have the enforcement of the rights provided for in the Transaction Documents constitute, a change of control (including, without limitation, by being deemed to be a merger, consolidation, or other disposition of all or substantially all of the assets or businesses of the Company or any of its Subsidiaries) or similar outcome in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have an adverse effect on the ability of such Buyer to perform its obligations hereunder.

(j)Residency. Such Buyer is a resident of that jurisdiction specified below its address on the Schedule of Buyers.

(k)Certain Trading Activities. Such Buyer has not, directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Buyer which (i) had knowledge of the transactions contemplated hereby, (ii) has or shares discretion relating to such Buyer's investments and trading or information concerning such Buyer's investments or (iii) is subject to such Buyer's review or input concerning such Person's investments or trading (the foregoing, "Buyer Trading Affiliates"), engaged in any sale or purchase in the securities of the Company (including, without limitation, any Short Sales involving the Company's securities) since the time that such Buyer was first contacted by the Company regarding the investment in the Company contemplated herein. "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under Regulation SHO ("Regulation SHO") under the Securities Exchange Act of 1934, as amended (the "1934 Act") and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through any U.S. or non-U.S. broker dealers or U.S. or foreign regulated brokers. As of the date of this Agreement, such Buyer owns no securities of the Company and is party to no pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements or other contract or agreement (other than a Transaction Document) in respect of the purchase or sale of any such securities. Without limiting the foregoing, the Buyer has not, and to its knowledge no one acting on its behalf has, taken, directly or indirectly, any action designed

Exhibit 10.79

to cause or to result, or that could reasonably be expected to cause or result, in the manipulation of the price of any security of the Company.

3.REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each of the Buyers that, except as set forth in applicable disclosure letter schedules (the "Disclosure Schedules") to this Section 3:

(a)Organization and Qualification. Each of the Company and its "Subsidiaries" (which for purposes of this Agreement means any entity in which the Company, directly or indirectly, owns a majority of the capital stock or holds an equity interest) are entities duly organized and validly existing in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own their properties and to carry on their business as now being conducted. Each of the Company and its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect. As used in this Agreement, "Material Adverse Effect" means any material adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or on the transactions contemplated by the Transaction Documents, or on the authority or ability of the Company to perform its obligations under the Transaction Documents; provided, however, that any effect(s) to the extent arising out of or resulting from any of the following will not be taken into account; (i) general economic conditions, (ii) conditions in the securities markets, financial markets or currency markets, (iii) political conditions or acts of war, sabotage or terrorism, (iv) acts of God, natural disasters, weather conditions or other calamities; (v) the announcement of the execution of this Agreement, (vi) the taking of any action required by this Agreement, and (vii) changes in the Company's stock price or the trading volume of the Company's stock. The Company has no Subsidiaries or entities in which the Company directly or indirectly holds any capital stock or equity except as set forth in the Disclosure Schedules.

(b)Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Side Letter (collectively, the "Transaction Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Preferred Shares, the reservation for issuance and the issuance of the Conversion Sharesissuable upon conversion of the Preferred Shares and the reservation for issuance and the issuance of the Dividend Shares, collectively up to the Exchange Cap, have been duly authorized by the Board and (other than the filing with the SEC of a Form D and one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement and other filings as may be required by state securities agencies or any applicable stock exchange on which the Company's Common Stock is listed for trading or as specified in the

Exhibit 10.79

Disclosure Schedules) (the foregoing, the "Required Filings") no further filing, consent, or authorization is required by the Company, its Board or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

(c)Issuance of Securities. The issuance of each of the Preferred Shares and Dividend Shares is duly authorized and, upon issuance, each of the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof other than any liens created by the Buyer. As of the Closing, 2,107,922 shares of Common Stock (representing 19.9% of the Company's Common Stock) shall have been duly authorized and reserved (the "Required Reserved Amount") for issuance upon (i) conversion of issued and outstanding and issuable Preferred Shares (without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) or (ii) declaration and issuance of Dividend Shares. Upon conversion of any of the Preferred Shares in accordance with the Certificate of Designations, the Conversion Shares will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof other than any liens created by the Buyer, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

(d)No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares and Dividend Shares) will not (i) result in a violation of any memorandum of association, certificate of incorporation, certificate of formation, any certificate of designations or other constituent documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or the articles of association or bylaws of the Company or any of its Subsidiaries or (ii) subject to receipt of any consents referred to in the Disclosure Schedule, conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) or result in, or give to others any rights of (x) termination, amendment, acceleration or cancellation of, or (y) to any payment, including, without limitation, any employment or severance payment, under, any material agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of The NASDAQ Global Market (the "Principal Market") and applicable laws of the State of Delaware) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, other than such items in clauses (ii) and (iii) above that would be reasonably likely not to be materially adverse to the Company and its Subsidiaries.

Exhibit 10.79

(e)Consents. Except as set forth in the Disclosure Schedule, neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof (other than the Required Filings). Except for the Required Filings, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Closing Date, and the Company has no knowledge of any facts or circumstances that could reasonably be expected to prevent the Company from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence. The Company is not in violation of the listing requirements of the Principal Market and has no knowledge of any facts that would reasonably be likely to lead to delisting or suspension of the Common Stock in the foreseeable future. The issuance by the Company of the Securities will not violate any listing requirement of the Principal Market or otherwise be reasonably likely to cause the Common Stock to be delisted or suspended from trading on the Principal Market.

(f)Acknowledgment Regarding Buyer's Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an "affiliate" of the Company or any of its Subsidiaries or (iii) to the knowledge of the Company, a "beneficial owner" of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer's purchase of the Securities. The Company further represents to each Buyer that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

(g)No General Solicitation; Placement Agent's Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged or otherwise hired any placement agent, financial advisor or broker (collectively, a "Placement Agent") in connection with the transactions contemplated hereby.

(h)No Integrated Offering. None of the Company, its Subsidiaries, any of their affiliates, and any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Securities under the 1933 Act, whether through integration with prior

Exhibit 10.79

offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated. None of the Company, its Subsidiaries, their directors or officers and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the Securities under the 1933 Act or cause the offering of the Securities to be integrated with other offerings for purposes of any such applicable stockholder approval provisions.

(i)Dilutive Effect. The Company understands and acknowledges that the Company may issue Dividend Shares in accordance with the Certificate of Designations and that the number of Conversion Shares issuable upon conversion of the Preferred Shares will increase as provided in certain provisions of the Certificate of Designations. The Company further acknowledges that its issuance of Dividend Shares in accordance with the terms of the Certificate of Designations and its obligation to issue Conversion Shares upon conversion of the Preferred Shares in accordance with this Agreement and the Certificate of Designations, in each case, is absolute and unconditional (other than the conditions expressly set forth in the Certificate of Designations) regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

(j)Application of Takeover Protections; Rights Agreement. The Company and its Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

(k)SEC Documents; Financial Statements. Except as disclosed in the Disclosure Schedule, during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed in such period prior to the date hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the EDGAR system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The SEC has not issued any stop order

Exhibit 10.79

or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the 1934 Act or the 1933 Act. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to financial statements included in the SEC Documents. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") in all material respects, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments); as of the date hereof, there are no obligations, liabilities or indebtedness (including contingent and indirect liabilities) which are material to the Company and required to be reflected in such financial statements that are not reflected in such financial statements.

(l)Absence of Certain Changes. Except as disclosed in the Disclosure Schedule, since December 31, 2011, there has been no Material Adverse Effect. Except as disclosed in the Disclosure Schedule, since December 31, 2011, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (ii) sold any assets, individually or in the aggregate, in excess of $1,000,000, (iii) had capital expenditures, individually or in the aggregate, in excess of $1,000,000, (iv) altered its method of accounting or the identity of its auditors, (v) incurred any liabilities (contingent or otherwise), individually or in the aggregate, in excess of $1,000,000, other than (A) trade payables and accrued expenses incurred in the ordinary course of business and (B) liabilities not required to be reflected in the Company's financial statements pursuant to GAAP (including, without limitation, the footnotes thereto) or required to be disclosed in filings made with the SEC, (vi) altered its method of accounting or the identity of its auditors or (vii) issued any equity securities to any officer, director or Affiliate. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. The Company does not have pending before the SEC any request for confidential treatment of information. Neither the Company nor any Affiliate of the Company (including, without limitation, any pension plan, employee stock option plan or similar plan) has purchased or sold any securities of the Company within the 90 days preceding the date hereof. The Company and its Subsidiaries, on a consolidated basis, and the Company and its German Subsidiaries, individually, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, (i) the present fair saleable value of such Person's assets (including intangibles) is less than the amount required to pay such Person's total Indebtedness (as defined in the Certificate of Designations), (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct

Exhibit 10.79

the business in which it is engaged as such business is now conducted and is proposed to be conducted.

(m)No Undisclosed Events, Liabilities, Developments or Circumstances. Other than the transactions contemplated by the Transaction Documents, as of the date hereof, there is no event, liability, development or circumstance in respect of the Company or any of its Subsidiaries that has occurred or exists required to be publicly disclosed or announced prior to the date hereof by the Company pursuant to applicable law, rule or regulation (including, without limitation, the 1934 Act) which has not been disclosed. As of the date hereof, in respect of the Loan and Security Agreement, dated as of May 1, 2009, by and between the Company and Silicon Valley Bank, as amended by Amendment No. 1 to the Loan and Security Agreement dated June 15, 2010, Amendment No. 2 to Loan and Security Agreement dated December 30, 2010, Amendment No. 3 to Loan and Security Agreement dated March 25, 2011 and Amendment No. 4 to Loan and Security Agreement dated February 6, 2012, and that certain Loan and Security (EX-IM Loan Facility), dated March 25, 2011, as amended by Amendment No 1 to Loan and Security Agreement (EX-IM Loan Facility) dated February 6, 2012 (collectively, the "Valley Bank Loan Agreement"), and that certain Loan and Security Agreement (EX-IM Loan Facility), dated as of March 25, 2011, as amended by Amendment No. 1 to Loan and Security Agreement (EX-IM Loan Facility) dated February 6, 2012 as in effect on the Subscription Date (the "EX-IM Loan Agreement"), in each case as amended, other than as set forth in the Disclosure Schedule, the Company or any of the other parties (that is an affiliate of the Company) to the Valley Bank Loan Agreement or the EX-IM Loan Agreement, respectively, or any documents in connection therewith (the "Loan Documents" and such parties the "Loan Parties") is not in breach or otherwise in violation if any term or provision, and there is no default or any event of default under the terms and provisions, of any of the Loan Documents and the Company or any of the other Loan Parties has not received any notice or other written or oral indication by any of the other Loan Parties of any such breach, violation, default or event of default.

(n)Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under any certificate of designations of any outstanding series of preferred stock of the Company (if any), its Certificate of Incorporation or Bylaws, as amended and as in effect on the date hereof (the "Bylaws"), or their organizational charter or memorandum of association or certificate of incorporation or articles of association or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in each case for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the two (2) years prior to the date hereof, the Common Stock has been designated for quotation on the Principal Market. During the two (2) years prior to the date hereof, (i) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (ii) the Company has received no communication, written or oral, from

Exhibit 10.79

the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. The Company and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such material certificate, authorization or permit.

(o)Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor to the knowledge of the Company, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

(p)Sarbanes-Oxley Act. The Company is in compliance in all material respects with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof.

(q)Transactions With Affiliates. Except as set forth in the Disclosure Schedule, none of the current officers, directors, or employees of the Company or any of its Subsidiaries, or to the knowledge of the Company, any relative with a relationship no more remote than first cousin of any current officer, director, or employee of the Company or its Subsidiaries, is presently (i) a party to any transaction with the Company or any of its Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director, or employee or such relative or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any such officer, director, or employee or relative has a substantial interest or is an officer, director, trustee or partner or (ii) the direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for a passive investment (direct or indirect) in less than 5% of the common stock of a company whose securities are traded on or quoted through an Eligible Market (as defined in the Certificate of Designations)). No employee, officer, or director of the Company or any of its Subsidiaries or member of his or her immediate family is indebted to the Company or any of its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (x) for payment of salary for services rendered, (y) reimbursement for reasonable expenses incurred on behalf of the Company, and (z) for other standard employee benefits made generally available to all employees or executives (including stock option agreements outstanding under any stock option plan approved by the board of directors of the Company).

Exhibit 10.79

(r)Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 19,000,000 shares of Common Stock, of which as of the date hereof, 10,539,613 shares are issued and outstanding, 2,772,910 shares are reserved for grant or issuance pursuant to the Company's stock option and purchase plans and no shares are reserved for issuance pursuant to securities (other than the aforementioned options and the Preferred Shares) exercisable or exchangeable for, or convertible into, Common Stock, and (ii) 1,000,000 shares of the Company's preferred stock, par value $0.001 per share (the "Preferred Stock"), of which as of the date hereof, no shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as disclosed in the Disclosure Schedule: (i) none of the Company's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever binding upon the Company or any of its Subsidiaries relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) other than Valley Bank Loan Agreement, there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions (other than the forfeiture provisions), and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (ix) the Company and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company's or any of its Subsidiary's' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Certificate of Incorporation and the Bylaws and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. All of the outstanding shares of capital stock or other equity interests of each Subsidiary are owned, directly or indirectly, by the Company. All issued and outstanding shares of capital stock or other equity interests of each of the Subsidiaries have been validly issued and are duly authorized, fully paid and non-assessable.

Exhibit 10.79

(s)Indebtedness and Other Contracts. Except as disclosed in the Disclosure Schedule, neither the Company nor any of its Subsidiaries (i) has any outstanding Indebtedness or Liens, other than trade payables incurred in the ordinary course of business, capital leases and Indebtedness pursuant to the Valley Bank Loan Agreement and the EX-IM Loan Agreement, (ii) is a party to any Material Contract, (iii) is in material breach, violation or default under any Material Contract, and no event has occurred which, with notice or lapse of time or both, would (1) constitute a material breach, violation or default by the Company or any Subsidiary (or, to the Company's knowledge, any other party) under any such Material Contract, or (2) give rise to any lien or right of termination, modification, change in control or similar provision, cancellation, prepayment, suspension, limitation, revocation or acceleration against the Company or any Subsidiary under any such Material Contract in violation of any term of or in default under or (iv) is a party to any Material Contract or contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company's officers, has or is expected to have a Material Adverse Effect. The Company has provided or made available to the Buyers complete copies of each of the Material Contracts, including all schedules, exhibits and attachments thereto. Assuming the due execution and delivery by the other parties thereto, each of the Material Contracts is as of the date hereof legal, valid and binding, and in full force and effect, and enforceable in accordance with its terms, subject to (A) laws of general application relating to bankruptcy, insolvency, and relief of debtors, and (B) rules of law governing specific performance, injunctive relief, or other equitable remedies. Except as set forth in the Disclosure Schedule, neither the Company nor any Subsidiary is and, to the Company's knowledge, no other party to any such Material Contract is in arrears in respect of the performance or satisfaction of any material terms or conditions on its part to be performed or satisfied under any of such Material Contract, and neither the Company nor any Subsidiary has and, to the Company's knowledge, no other party thereto has granted or been granted any material waiver under any of such Material Contract or repudiated any provision thereof. As used herein "Material Contract" means (A) any contract, agreement or instrument, which requires future expenditures by the Company or any Subsidiary in excess of $1,000,000 or might result in payments to the Company or any Subsidiary in excess of $1,000,000, (B) any purchase or service order which might result in payments to the Company or any Subsidiary in excess of $1,000,000, (C) any employment agreements (not including at-will employment letters with employees), (D) any contract, agreement or instrument that is required to be filed as an exhibit to the SEC Reports pursuant to Item 601(b)(10) of Regulation S-K and (E) any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument would result in a Material Adverse Effect. Since December 31, 2011 none of the Company's or any Subsidiaries' suppliers, vendors, or customers has: (i) terminated or cancelled a Material Contract or business relationship involving an amount in excess of $1,000,000; (ii) threatened to terminate or cancel a Material Contract or business relationship involving an amount in excess of $1,000,000; (iii) threatened litigation in connection with or notified the Company of default under, or violation of any material term of, a Material Contract or business relationship involving an amount in excess of $1,000,000; or (iv) demanded in writing any modification, termination or limitation of a Material Contract or business relationship involving an amount in excess of $1,000,000 with the Company or any Subsidiary. The Company has provided to the Buyers a list of the 10 largest suppliers and 10 largest customers of the Company and the Subsidiaries as of the date hereof, based on the dollar amount of sales for the period from January 1, 2010 through December 31, 2011.

Exhibit 10.79

(t)Absence of Litigation. There is no material action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, arbitrator, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company after reasonable investigation, threatened in writing against the Company or any of its Subsidiaries, the Common Stock or any of the Company's Subsidiaries or to the knowledge of the Company any of the Company's or its Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, except for routine tax reviews and audits and as set forth in the Disclosure Schedule. Neither the Company nor any Subsidiary, nor, to the Company's knowledge, any director or officer thereof (in his or her capacity as such), is or has been the subject of any action, suit, proceeding, inquiry or investigation involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty, except as specifically set forth in the Disclosure Schedule.

(u)Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Since January 1, 2009, neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

(v)Employee Relations.

(i)Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union in the United States. No material labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is imminent. No executive officer of the Company or any of its Subsidiaries (as defined in Rule 501(f) of the 1933 Act) has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer's employment with the Company or any such Subsidiary. No executive officer of the Company or any of its Subsidiaries, to the knowledge of the Company or any of its Subsidiaries, is in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any material liability with respect to any of the foregoing matters.

(ii)    The consummation of the transactions contemplated by this Agreement will not, on or after the Closing Date, (1) entitle any employee or independent contractor of the Company or its Subsidiaries to severance pay or termination benefits, (2) accelerate the time of payment or vesting, or increase the amount of compensation due to any current or former employee or independent contractor of the Company or its Subsidiaries, (3) obligate the Company or any of its affiliates to pay or otherwise be liable for any compensation, vacation days, pension contribution or other benefits to any current or former employee, consultant, agent or independent contractor of

Exhibit 10.79

the Company or its Subsidiaries for periods before the Closing Date, (4) require assets to be set aside or other forms of security to be provided with respect to any liability under any "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), under which the Company has any current or future obligation or liability (including any potential, contingent or secondary liability under Title IV of ERISA) or under which any employee or former employee (or beneficiary of any employee or former employee) of the Company has or may have any current or future right to benefits (the term "plan" shall include any contract, agreement (including an employment or independent contractor agreement), policy or understanding, each such plan being hereinafter referred to in this Agreement individually as a "Benefit Plan", (5) result in any "parachute payment" (within the meaning of Section 280G of the Code) under any Benefit Plan, or (6) result in any change of control or similar payments to any officer, director, consultant, independent contractor or employee of the Company or any Subsidiary, in each case which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

(w)Title. Except as would not have a Material Adverse Effect and the liens pursuant to the Valley Bank Loan Agreement, the Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, security interests, encumbrances and defects except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

(x)Intellectual Property Rights. (i) The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor ("Intellectual Property Rights") necessary to conduct their respective businesses as now conducted. To the knowledge of the Company, there are no conflicts with or infringements of any Intellectual Property Rights owned by the Company or any of its Subsidiaries by any third party, except for such infringements and conflicts which would not reasonably be expected to have a Material Adverse Effect. Except as set forth in the Disclosure Schedule, none of the Company's material Intellectual Property Rights have expired or terminated or have been abandoned or are expected to expire or terminate or are expected to be abandoned, within three years from the date of this Agreement. The Company does not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual Property Rights of others that would reasonably be expected to be materially adverse to the Company and/or its Subsidiaries. Except as set forth in the Disclosure Schedule, there is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding its Intellectual Property Rights. The Company has no knowledge of any facts or circumstances which would reasonably

Exhibit 10.79

be expected to give rise to any of the foregoing infringements or claims, actions or proceedings. The Company and its Subsidiaries have taken reasonable security measures for a Company of the size and in the applicable industry of the Company to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights and, to the knowledge of any director or senior executive at the Company, there has been no unauthorized disclosure of any data or information which, but for any such unauthorized disclosure, the Company would consider to be a trade secret owned by the Company or any of its Subsidiaries.

(ii)    All registered Intellectual Property registered with the U.S. PTO or similar foreign governmental entity in the name of the Company or a Subsidiary ("Registered Intellectual Property") is owned by the Company or a Subsidiary, free and clear of security interests, liens, encumbrances or claims of any nature except as set forth in the Disclosure Schedule. All of the Company's material Registered Intellectual Property is subsisting and, to the knowledge of the Company, is valid and enforceable and all renewal fees and other maintenance fees that have fallen due on or prior to the effective date of this Agreement have been paid. To the knowledge of the Company, there are no conflicts with or infringements of any Registered Intellectual Property by any third party, except for such infringements and conflicts which would not reasonably be expected to have a Material Adverse Effect. No material Registered Intellectual Property is the subject of any adverse proceeding before any governmental, registration or other authority in any jurisdiction, including any office action or other form of preliminary or final refusal of registration.

(y)Subsidiary Rights. Other than under the Valley Bank Loan Agreement, the Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.

(z)Investment Company Status. The Company is not, and upon consummation of the sale of the Securities, and for so long any Buyer holds any Securities, except as may be a result solely from Hale's status under the Investment Company Act of 1940, as amended, will not be, an "investment company," a company controlled by an "investment company" or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended.

(aa)Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1934 Act) that are effective in all material respects in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in

Exhibit 10.79

the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant of the Company or any Subsidiary relating to any material weakness in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.

(bb)Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its SEC Documents and is not so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect.

(cc)Eligibility for Registration. The Company is eligible to register the Conversion Shares for resale by the Buyers using Form S-3 promulgated under the 1933 Act.

(dd)Transfer Taxes. On the Closing Date, all stock transfers or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with.

(ee)Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result, or that would reasonably be expected to cause or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company on any trading market or securities exchange.

(ff)U.S. Real Property Holding Corporation. The Company is not, has never been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Buyer's request.

(gg)No Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

(hh)Disclosure. All disclosure provided to the Buyers regarding the Company, or any of its Subsidiaries, their business and the transactions contemplated hereby, including the disclosure schedules to this Agreement, furnished by or on behalf of the Company is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Buyer acknowledges and agrees that the Company does not make and has not made any representations or warranties other than those specifically set

Exhibit 10.79

forth in Section 3. The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties other than those specifically set forth in Section 2.

(ii)Shell Company Status. The Company is not an issuer identified in Rule 144(i)(1).

4.COVENANTS.

(a)Best Efforts. Each party shall use its reasonable best efforts timely to satisfy each of the covenants and the conditions to be satisfied by it as provided in Sections 6 and 7 of this Agreement.

(b)Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States (or to obtain an exemption from such qualification), and shall, if requested by any Buyer, provide evidence of any such action so taken to the Buyers as requested by any Buyer, on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale by the Company of the Securities required under applicable securities or "Blue Sky" laws of the states of the United States following the Closing Date.

(c)Reporting Status. Until the date on which none of the Preferred Shares are outstanding (the "Reporting Period"), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and except in connection with a Fundamental Transaction for which the Company has complied with the provisions of the Certificate of Designations, the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit such termination, and the Company shall use all commercially reasonable efforts take all actions necessary to maintain its eligibility to register the Conversion Shares for resale by the Investors on Form S-3.

(d)Use of Proceeds. The Company will use the proceeds from the sale of the Securities for general corporate purposes but not for (i) the repayment of any outstanding Indebtedness of the Company or any of its Subsidiaries in an amount in excess of $5,000,000, or (ii) the redemption or repurchase of any of its or its Subsidiaries' equity securities.

(e)Financial Information. The Company agrees to send the following to each Buyer that holds any Preferred Stock during the Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, any Quarterly Reports on Form 10-Q, any interim reports or any consolidated balance sheets, income statements, stockholders' equity statements and/or cash flow statements for any period other than annual, any Current Reports on Form 8‑K (or any analogous reports under the 1934 Act) and any registration statements (other than on Form S‑8) or amendments filed pursuant to the 1933 Act,

Exhibit 10.79

(ii) unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business Day of the release thereof, facsimile or e-mailed copies of all press releases issued by the Company or any of its Subsidiaries, (iii) to the extent requested by a Buyer, as soon as practicable, and in any event within thirty (30) days after the close of each month of each fiscal year of the Company, a consolidated balance sheet, statement of income and statement of cash flows of the Company and any Subsidiaries as at the close of such month and covering operations for such month and the portion of the Company's fiscal year ending on the last day of such month, all in reasonable detail and prepared in accordance with GAAP and in a form consistent with the Company's past practice, subject to audit and year-end adjustments, setting forth in each case in comparative form the figures for the comparable period of the previous fiscal year, (iv) to the extent a Buyer shall not have asked the Company in writing not to be privy to any material, non-public information concerning the Company, the same information provided to the Company's Board of Directors with respect to the Company's budget and quarterly financial statements, and (v) unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, copies of any notices and other information made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(f)Listing. The Company shall promptly secure the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement) upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed (subject to official notice of issuance) and shall maintain such listing of all Registrable Securities from time to time issuable under the terms of the Transaction Documents. The Company shall maintain the authorization for quotation of the Common Stock on the Principal Market or any other Eligible Market (as defined in the Certificate of Designations). Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(f).

(g)Fees. At the Closing, the Company shall reimburse Hale Capital Partners, LP ("Hale") (a Buyer) or its designee(s) for all costs and expenses actually incurred by Hale in connection with the transactions contemplated by the Transaction Documents (including, without limitation, all external legal fees and disbursements in connection therewith, documentation and implementation of the transactions contemplated by the Transaction Documents, travel and due diligence fees and disbursements in connection therewith and fees to operating partners of Hale (including, without limitation, Rob Cain)) in an amount not to exceed (x) $10,000 for due diligence fees and (y) $175,000 for legal fees, (i) which amounts in clauses (x) or (y) may be increased with the prior approval of the Company (which approval shall not be unreasonably withheld) and (ii) which amounts in clauses (x) or (y) (together with any increases approved by the Company as set forth in clause (i) above) may be withheld by such Buyer from its Purchase Price at the Closing. Notwithstanding the foregoing, the Company's obligations to pay the fees and expenses identified above shall be reduced by the $20,000 paid by the Company to Hale prior to the date hereof. As reasonably requested by the Company, Hale shall provide such documentation, as appropriately

Exhibit 10.79

redacted, in support of such fees and expenses for which payment is to be made. The Company shall be responsible for the payment of any placement agent's fees, financial advisory fees, or broker's commissions (other than for Persons engaged by or on behalf of any Buyer) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney's fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.

(h)Pledge of Securities; Short Sales.

(i)The Company acknowledges and agrees that, subject to compliance with applicable law, the Securities may be pledged by a Buyer in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(f) hereof; provided, that a Buyer and its pledgee shall be required to comply with the provisions of Section 2(f) hereof and applicable law in order to effect a foreclosure, sale, transfer or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer at the expense of the pledgor.

(ii)During the period commencing on the date hereof and ending on the date such Holder (as defined in the Certificate of Designations) no longer holds any Preferred Shares (such period, the "Restricted Period"), each Holder, severally and not jointly with the other Holders, covenants that neither it nor any of its Holder Trading Affiliates shall enter into or maintain a Net Short Position. Notwithstanding the foregoing, no Holder that is subject to Section 16 under the 1934 Act with respect to the securities of the Company shall engage in any transaction prohibited by Section 16(c) of the 1934 Act. For purposes hereof, (i) "Holder Trading Affiliates" means any Person (as defined in Annex I to the Certificate of Designations) acting on behalf of or pursuant to any understanding with such Holder which had knowledge of the transactions contemplated hereby, (x) has or shares discretion relating to such Holder's investments and trading or information concerning such Holder's investments or (y) is subject to such Holder's review or input concerning such Person's investments or trading, and (ii) "Net Short Position" by a Person means a position whereby such Person has executed one or more sales of Common Stock that is marked as a "short sale" (as defined in Rule 200 of Regulation SHO under the Exchange Act) and that is executed at a time when such Holder has no equivalent offsetting "long" position in the Common Stock. For purposes of determining whether a Holder has an equivalent offsetting long position in the Common Stock, all Common Stock (i) that is owned by such Holder (as determined in accordance with Rule 200 of Regulation SHO under the Exchange Act), or (ii) that would be issuable upon conversion or redemption the Preferred Shares then held by such Holder shall be deemed to be held long by such Holder.

Exhibit 10.79

(i)Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the fourth Business Day after this Agreement has been executed, the Company shall issue a press release and file a Current Report on Form 8-K reasonably acceptable to the Buyers describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act (the "8‑K Filing"), and, on or before September 27, 2012, the Company shall file a Form 10-K attaching the material Transaction Documents (including, without limitation, this Agreement (and all exhibits to this Agreement), the form of the Certificate of Designations, the form of the Registration Rights Agreement and the form of Side Letter as exhibits to such filing. From and after the 8-K Filing, at any time the Buyers do not have a designee or observer on the Board, the Company shall not without the express consent of any such Buyer, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries. At any time after a Buyer does not have a designee or observer on the Board in accordance with and pursuant to the Side Letter, if in connection with any conversion or redemption of any Preferred Share or at any other time requested by any Buyer, a Buyer has, or believes it has, received any material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it may provide the Company with written notice thereof. The Company shall make public disclosure of such material, nonpublic information as part of its immediately succeeding Form 10-K or Form 10-Q, as applicable, but in no case later than the deadline for such filing. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. To the extent permitted by applicable law, no Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer that does not have a Board designee or observer without such Buyer's consent, the Company hereby covenants and agrees that to the extent permitted by applicable law such Buyer shall not have any contractual duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information, provided that the parties shall remain subject to applicable law. Subject to the foregoing, without the consent of the Company (in the case of any Buyer) or the Buyers (in the case of the Company), neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement or as required by applicable law, without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Exhibit 10.79

(j)Corporate Existence. So long as any Buyer beneficially owns any Preferred Shares, the Company shall maintain its corporate existence except in connection with the consummation of a Fundamental Transaction for which the Company has complied with the provisions of the Certificate of Designations.

(k)Reservation of Shares. So long as any Buyer owns any Preferred Shares, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than the Required Reserved Amount (as adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction) for issuance upon (i) conversion of issued and outstanding and issuable Preferred Shares (without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) or (ii) issuance of Dividend Shares. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Amount (as adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction), the Company will promptly take all corporate action on the part of the Company at the request of the Required Holders (as defined in the Certificate of Designations) necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company's obligations under Section 3(c), in the case of an insufficient number of authorized shares, seeking to meet the Required Reserved Amount (as adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction).

(l)Conduct of Business. So long as any Buyer owns any Preferred Shares, the business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

5.REGISTER; TRANSFER AGENT INSTRUCTIONS.

(a)Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to each holder of Securities), a register for the Preferred Share in which the Company shall record the name and address of the Person in whose name the Preferred Shares have been issued (including the name and address of each transferee), the number of Preferred Shares and Dividend Shares held by such Person and the number of Conversion Shares issuable upon conversion of the Preferred Shares held by such Person. The Company shall keep the register open and available at all times during business hours for inspection of any Buyer or its legal representatives.

(b)Transfer Agent Instructions. The Company hereby covenants and agrees that its transfer agent, and any subsequent transfer agent of the Company, shall participate in the DTC Fast Automated Securities Transfer Program. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates or credit shares to the applicable balance accounts at the DTC, registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares issued upon conversion of the Preferred Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares in the form of Exhibit D attached hereto (the "Irrevocable Transfer Agent

Exhibit 10.79

Instructions"). The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(f) hereof, will be given by the Company to its transfer agent for any transfer in compliance with the Transaction Documents, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(f), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves the Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

6.CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

The obligation of the Company hereunder to issue and sell to each Buyer at the Closing the Preferred Shares being purchased by such Buyer at the Closing pursuant to this Agreement is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

(i)Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

(ii)Such Buyer shall have delivered to the Company the Purchase Price (less, in the case of Hale, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.

(iii)The representations and warranties of such Buyer shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date.

Exhibit 10.79

(iv)No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by any of the Transaction Documents.

7.CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE.

The obligation of each Buyer hereunder to purchase at the Closing the Preferred Sharesbeing purchased by such Buyer at the Closing pursuant to this Agreement is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:

(i)The Company shall have duly executed and delivered to such Buyer (A) each of the Transaction Documents, and (B) contemporaneously with the payment therefor, the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.

(ii)Such Buyer shall have received the opinion of Gibson, Dunn & Crutcher LLP, the Company's outside counsel, dated as of the Closing Date, in substantially the form agreed among counsel to Hale and the Company.

(iii)The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent.

(iv)The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing to the extent such concept is recognized in the applicable jurisdiction of formation of the Company and each of its material Subsidiaries for which such entity's jurisdiction of formation is in the U.S. issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date.

(v)The Company shall have delivered to such Buyer a certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of California.

(vi)The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State (or comparable office) of the State of Delaware.

(vii)The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Board, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.

Exhibit 10.79

(viii)The representations and warranties of the Company shall be true and correct in all material respects (except that any such representations and warranties shall be true and correct in all respects where such representation and warranty is qualified with respect to materiality) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except to the extent the representation or warranty is qualified with respect to materiality, true and correct in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date (except that the Company shall have performed, satisfied and complied in all respects with such covenants, agreements and conditions where the obligation to perform such covenant, agreement and condition is qualified with respect to materiality). Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect in the form attached hereto as Exhibit F.

(ix)The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the Closing Date.

(x)The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market.

(xi)The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.

(xii)No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of the transactions contemplated by any of the Transaction Documents.

(xiii)The Certificate of Designations in the form attached hereto as Exhibit A shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, and shall not have been amended.

(xiv)The Company shall have increased the number of directors comprising the Board to seven (7) directors (one of such directors to be the director designated and elected to the Board pursuant to the Side Letter and the Certificate of Designations).

(xv)The Company shall have delivered to Hale or its designee(s), as applicable, such amounts for the expenses described in, and due and owing to Hale pursuant to, Section 4(g) (less any amounts withheld pursuant to Section 4(g)) by wire transfer of immediately available funds pursuant to the wire instructions provided by Hale or its designee(s).

Exhibit 10.79

8.TERMINATION. In the event that the Closing shall not have occurred with respect to a Buyer on or before ten (10) Business Days from the date hereof due to the Company's or such Buyer's failure to satisfy the conditions set forth in Sections 6 and 7 above (and the nonbreaching party's failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date without liability of any party to any other party; provided, however, that if this Agreement is terminated pursuant to this Section 8, the Company shall remain obligated to reimburse Hale or its designee(s), as applicable, for the expenses described in, and due and owing to Hale pursuant to, Section 4(g).

9.MISCELLANEOUS.

(a)Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(b)Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided, that a facsimile signature or a signature delivered by an electronic mail which contains a portable document format (.pdf) file of an executed signature page shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature or a signature delivered by an electronic mail which contains a portable document format (.pdf) file of an executed signature page.

(c)Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

Exhibit 10.79

(d)Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(e)Entire Agreement; Amendments. This Agreement, any non-disclosure agreement (including that certain mutual non-disclosure agreement between the Company and Hale) between a Buyer and the Company, and the other Transaction Documents supersede all other prior oral or written agreements between the Buyers, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the holders of more than fifty percent (50%) of the aggregate amount of Registrable Securities issued and issuable hereunder and under the Certificate of Designations (the "Required Holders"), and any amendment to this Agreement made in conformity with the provisions of this Section 9(e) shall be binding on all Buyers and holders of Securities; provided, that any such amendment that complies with the foregoing but that disproportionately, materially and adversely affects the rights and obligations of any Buyer relative to the comparable rights and obligations of the other Buyers shall require the prior written consent of such adversely affected Buyer. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. No such amendment shall be effective to the extent that it applies to less than all of the holders of the applicable Securities then outstanding. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties to the Transaction Documents or holders of Preferred Shares.

(f)Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or electronic mail (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive

Exhibit 10.79

the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:

If to the Company:

Adept Technology, Inc.

5960 Inglewood Drive,

Pleasanton, CA 94588

Telephone: (925) 245-3456

Facsimile: (925) 245-3510

Attention: Chief Executive Officer

Email: john.dulchinos@adept.com

With a copy (for informational purposes only) to:

Gibson, Dunn & Crutcher LLP

1881 Page Mill Road

Palo Alto, CA 94304

Telephone:    (650) 849-5327

Facsimile:    (650) 849-5027

Email:        LFontenot@gibsondunn.com

Attention:    Lisa Fontenot

If to the Transfer Agent:

Computershare Shareowner Services LLC

520 Pike Street, Suite 1220

Seattle WA 98101

Attention: Lisa Porter

Telephone:    (206) 674-3050

Facsimile:    (206) 674-3059

Email:        Lisa.porter@bnymellon.com

If to a Buyer, to its address, facsimile number and e-mail address set forth on the Schedule of Buyers, with copies to such Buyer's representatives as set forth on the Schedule of Buyers,

with a copy (for informational purposes only) to:

Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Telephone:    (212) 756-2000
Facsimile:    (212) 593-5955

Exhibit 10.79

Attention:    Eleazer N. Klein, Esq.
E-mail:        eleazer.klein@srz.com

or to such other address and/or facsimile number and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile machine or electronic mail containing the time, date, recipient facsimile number or e-mail address, respectively, and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile, receipt by electronic mail or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g)Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Preferred Shares. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Required Holders, including by way of a Fundamental Transaction (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Certificate of Designations). A Buyer may assign some or all of its rights hereunder without the consent of the Company, in which event such assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights; provided, that any transferee or assignee agrees to be bound by the provisions contained in Sections 2(f) and 4(h). Any purported assignment of this Agreement in contravention of this Section will be null and void and of no force or effect. Any transfer, sale or assignment of the Preferred Shares shall be made in compliance with this Agreement, including Sections 4(h) and 9(g),

(h)No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that each Indemnitee shall have the right to enforce the obligations of the Company with respect to Section 9(k).

(i)Survival. Unless this Agreement is terminated under Section 8, the representations and warranties of the Company and the Buyers contained in Sections 2 and 3 and the agreements and covenants set forth in Sections 4, 5 and 9 that are intended to be performed after the Closing shall survive the Closing for eighteen (18) months. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

(j)Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k)Indemnification. In consideration of each Buyer's execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company's other obligations under the Transaction Documents, from after the Closing Date, the

Exhibit 10.79

Company shall indemnify and hold harmless each Buyer and each of its assignees and all of their Affiliates, stockholders, partners, members, officers, directors, employees and any of the foregoing Persons' agents or other representatives (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach as of the date when made of any representation or warranty made by the Company in any Transaction Document, (b) any breach of any covenant, agreement or obligation of the Company contained in any Transaction Document, or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from the status of such Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 9(k) shall be the same as those set forth in Section 6 of the Registration Rights Agreement.

(l)No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

(m)Remedies. Each Buyer and each holder of the Securities shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or other security.

(n)Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

Exhibit 10.79

(o)Payment Set Aside. To the extent that the Company makes a payment or payments to the Buyers hereunder or pursuant to any of the other Transaction Documents or the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

(p)Independent Nature of Buyers' Obligations and Rights. The obligations of each Buyer under any Transaction Document are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Buyers are in any way acting in concert or as a group, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents and the Company acknowledges that the Buyers are not acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. The Company acknowledges and each Buyer confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose.

[Signature Page Follows]

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

COMPANY:

ADEPT TECHNOLOGY, INC.

By: Name: John Dulchinos

   Title: President and Chief Executive Officer

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

BUYERS:

HALE CAPITAL MANAGEMENT, LPBy:

By: Name:

   Title:

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

BUYERS:

[OTHER BUYERS]

By: Name:

   Title:

SCHEDULE OF BUYERS

(1)	(2)	(3)	(4)	(5)
Buyer	Address and Facsimile Number	Number of Preferred Shares	Purchase Price	Legal Representative's Address and Facsimile Number
Hale Capital Management, LP	570 Lexington Avenue 49th Floor New York, NY 10022 Attention: Martin Hale Facsimile: 212-751-8822 Telephone: 212-751-8800 E-mail: MARTIN@HALEFUNDS.COM Residence: Delaware	8,000	$8,000,000	Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 Attention: Eleazer Klein, Esq. Facsimile: (212) 593-5955 Telephone: (212) 756-2376
[Other Buyers]

EXHIBITS

Exhibit A    Form of Certificate of Designations

Exhibit B    Form of Registration Rights Agreement

Exhibit C    Side Letter

Exhibit D    Form of Irrevocable Transfer Agent Instructions

Exhibit E    Form of Secretary's Certificate

Exhibit F    Form of Officer's Certificate

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES

Adept Technology, S.A.R.L., a French corporation

Adept Technology International Ltd., a California corporation

Adept Technology GmbH, a German corporation

Adept Technology Holdings, Inc., a Delaware corporation

Adept Technology Canada Holding Co., a Nova Scotia Canada corporation

Adept Technology Canada Co., a Nova Scotia Canada corporation

Adept MobileRobots LLC, a Delaware Limited Liability Company

Adept InMoTx, Inc., a Delaware corporation

Adept Technology Denmark A/S, a Danish corporation

Adept Technology (Shanghai) Co., Ltd.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-2 (No. 333-112360), Form S-3 (No. 333-181322) and Form S-8 (No. 333-39065, 333-92525, 333-112213, 333-130235, 333-50296, 333-71374, 333-122148, 333-122155, 333-138863, 333-03656, 333-147423, 333-155360, 333-162973, and 333-177952) of Adept Technology, Inc. of our report dated September 24, 2012 relating to the consolidated financial statements and the financial statement schedule, which appear in this Form 10-K.

/s/ Armanino McKenna LLP

ARMANINO McKENNA LLP

San Ramon, California

September 24, 2012

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, John Dulchinos, certify that:

1. I have reviewed this Annual Report on Form 10-K of Adept Technology, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	September 24, 2012	/s/ John Dulchinos
		John Dulchinos President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Lisa M. Cummins, certify that:

1. I have reviewed this Annual Report on Form 10-K of Adept Technology, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	September 24, 2012	/s/ Lisa M. Cummins
		Lisa M. Cummins
		Vice President of Finance,
		Chief Financial Officer and
		Secretary

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned hereby certifies, in his capacity as an officer of Adept Technology, Inc. (the “Company”), for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on his knowledge:

• the Annual Report of the Company on Form 10-K for the fiscal year ended June 30, 2012 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

• the information contained in such report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Dated: September 24, 2012

/s/ John Dulchinos

John Dulchinos

President and Chief Executive Officer

Dated: September 24, 2012

/s/ Lisa M. Cummins

Lisa M. Cummins

Vice President of Finance,

Chief Financial Officer

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Adept Technology, Inc. and will be retained by Adept Technology, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Restructuring Charges Narrative (Details) (USD $)	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	$ 1,256,000	$ 662,000
Restructuring expenses paid in cash	999,000
Goodwill and intangible impairment	0
InMoTx, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	1,300,000
Lease Termination [Member] | InMoTx, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	120,000
Employee Severance [Member] | InMoTx, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	128,000
Salaries Related to Restructuring [Member] | InMoTx, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	658,000
Inventory Write-offs [Member] | InMoTx, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	162,000
Stock Compensation Expense [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges		498,000
Stock Compensation Expense [Member] | InMoTx, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	95,000
Miscellaneous Costs [Member] | InMoTx, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	$ 93,000

XML

Income Taxes Provision for income taxes (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Current: [Abstract]
Federal	$ (8)	$ 0
State	41	48
Foreign	(429)	203
Total current	(396)	251
Deferred: [Abstract]
Federal	0	(281)
State	0	(26)
Foreign	0	0
Total deferred	0	(307)
Benefit from income taxes	$ (396)	$ (56)

XML

Stockholders' Equity Common Stock Table (Details) (USD $)	3 Months Ended	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2012
Class of Stock [Line Items]
Over-allotment options exercised during the fourth quarter of fiscal 2012, shares	120,000
Total common stock reserved for issuance, shares	2,783,000	2,783,000
Stock options outstanding [Member]
Class of Stock [Line Items]
Total common stock reserved for issuance, shares	1,473,000	1,473,000
Stock options and restricted stock available for grant [Member]
Class of Stock [Line Items]
Total common stock reserved for issuance, shares	888,000	888,000
Employee stock purchase plan shares available for purchase [Member]
Class of Stock [Line Items]
Total common stock reserved for issuance, shares	422,000	422,000
Common Stock [Member]
Class of Stock [Line Items]
Common stock issued under public offering, shares	920,000	920,000
Over-allotment options exercised during the fourth quarter of fiscal 2012, exercise price	$ 4.00

XML

Income Taxes Effective income tax rate reconciliation (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Income Tax Disclosure [Abstract]
Tax at federal statutory rate	$ (1,440)	$ (2,319)
State taxes, net of federal benefit	112	225
Foreign taxes differential	(36)	(216)
Tax credits	(53)	(195)
Non-deductible meals and entertainment	25	29
Stock compensation	317	243
Non-deductible acquisition expense	0	79
Unrecognized tax benefits	(533)	252
Imputed intercompany interest	282	253
Adjustments related to prior years	1,535	1,466
Purchase accounting	0	(1,189)
Change in valuation allowance	(656)	986
Other	51	330
Benefit from income taxes	$ (396)	$ (56)

XML

Commitments and Contingencies Narrative (Details) (USD $)	12 Months Ended			3 Months Ended	12 Months Ended
	Jun. 30, 2012 reportable_segments buildings	Jun. 30, 2011	Jun. 30, 2012 Executive Offices and Manufacturing Facility, Combined [Member] sqft	Dec. 31, 2011 Executive Offices [Member]	Jun. 30, 2012 Executive Offices [Member] sqft	Jun. 30, 2012 Manufacturing Facility [Member] sqft
Commitments and Contingencies [Line Items]
Rent expense	$ 2,000,000	$ 2,000,000
Number of leased buildings for headquarters and domestic research, development, and manufacturing operations	2
Square feet leased			56,891		33,864	23,027
Square feet with a right of first offer					11,059	12,000
Operating lease term (in years)					7 years	7 years
Lease extension option (in years)					5 years	5 years
Annual rent payments					690,826	414,486
Annual increase in rent payments, Percent					3.00%	3.00%
Rent abatement				4 months
Annual rent savings from abatement					55,000
Reportable segments, number	2
Capital lease obligations, number	1
Capital lease bargain purchase option, Amount	1.00
Capital lease term (in years)	3 years
Capital lease interest rate	9.437%
Inventory purchase obligations	$ 9,600,000
Inventory purchase obligations, Cancellation penalty, Percentage	30.00%

XML

Company and Summary of Significant Accounting Policies Property and Equipment, and Capitalization of Software Development Costs (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 14,241	$ 13,358
Accumulated depreciation and amortization	(11,949)	(11,589)
Property and equipment, net	2,292	1,769
Property, Plant and Equipment, Disposals	124
Accumulated Depreciation, Depletion and Amortization, Sale or Disposal of Property, Plant and Equipment	108
Gain on disposal of property and equipment	100	54
Capitalized software development costs	647	366
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	5 years
Software Development [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,688	2,041
Software Development [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	3 years
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	5,097	4,927
Computer equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	5,449	5,422
Office furniture and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,007	$ 968

XML

Income Taxes Unrecognized tax benefits activity (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2010
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 8,254	$ 7,101	$ 7,956
Increases related to prior year tax positions	19	412	0
Decreases related to prior year tax positions	0	0	(964)
Increases related to current year tax positions	61	741	109
Decrease related to lapse of state limitations	(271)	0	0
Ending balance	$ 8,063	$ 8,254	$ 7,101

XML

Commitments and Contingencies (Tables)

12 Months Ended

Jun. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum lease payments under non-cancelablefor operating leases

Future minimum lease payments under non-cancelable operating leases with original terms in excess of one year as of June 30, 2012 are as follows (in thousands):

Fiscal Year
2013	$	1,998
2014	1,569
2015	1,493
2016	852
2017	192
Thereafter	245
Total minimum lease payments	$	6,349

XML

Stockholders' Equity Equity Incentive Plans Outstanding and Exercisable Options (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Jun. 30, 2012
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding	1,473
Options Outstanding, Weighted Average Remaining Contractual Life (in years)	6 years 7 months 24 days
Options Outstanding, Weighted Average Exercise Price	$ 5.11
Options Exercisable	1,009
Options Exercisable, Weighted Average Exercise Price	$ 5.64
Range of Exercise Prices per Share, Lower Range Limit	$ 1.50
Range of Exercise Prices per Share, Upper Range Limit	$ 13.94
$1.50 - $2.85 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding	72
Options Outstanding, Weighted Average Remaining Contractual Life (in years)	5 years 11 months 23 days
Options Outstanding, Weighted Average Exercise Price	$ 2.40
Options Exercisable	43
Options Exercisable, Weighted Average Exercise Price	$ 2.16
Range of Exercise Prices per Share, Lower Range Limit	$ 1.50
Range of Exercise Prices per Share, Upper Range Limit	$ 2.85
$3.07 - $3.07 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding	408
Options Outstanding, Weighted Average Remaining Contractual Life (in years)	6 years 5 months 16 days
Options Outstanding, Weighted Average Exercise Price	$ 3.07
Options Exercisable	300
Options Exercisable, Weighted Average Exercise Price	$ 3.07
Range of Exercise Prices per Share, Lower Range Limit	$ 3.07
Range of Exercise Prices per Share, Upper Range Limit	$ 3.07
$3.35 - $3.73 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding	59
Options Outstanding, Weighted Average Remaining Contractual Life (in years)	8 years 10 months 21 days
Options Outstanding, Weighted Average Exercise Price	$ 3.41
Options Exercisable	15
Options Exercisable, Weighted Average Exercise Price	$ 3.55
Range of Exercise Prices per Share, Lower Range Limit	$ 3.35
Range of Exercise Prices per Share, Upper Range Limit	$ 3.73
$3.78 - $3.78 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding	168
Options Outstanding, Weighted Average Remaining Contractual Life (in years)	9 years 1 month 28 days
Options Outstanding, Weighted Average Exercise Price	$ 3.78
Options Exercisable	38
Options Exercisable, Weighted Average Exercise Price	$ 3.78
Range of Exercise Prices per Share, Lower Range Limit	$ 3.78
Range of Exercise Prices per Share, Upper Range Limit	$ 3.78
$3.88 - $4.70 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding	52
Options Outstanding, Weighted Average Remaining Contractual Life (in years)	8 years 8 months 9 days
Options Outstanding, Weighted Average Exercise Price	$ 4.33
Options Exercisable	14
Options Exercisable, Weighted Average Exercise Price	$ 4.18
Range of Exercise Prices per Share, Lower Range Limit	$ 3.88
Range of Exercise Prices per Share, Upper Range Limit	$ 4.70
$4.86 - $4.86 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding	183
Options Outstanding, Weighted Average Remaining Contractual Life (in years)	8 years 2 months 1 day
Options Outstanding, Weighted Average Exercise Price	$ 4.86
Options Exercisable	84
Options Exercisable, Weighted Average Exercise Price	$ 4.86
Range of Exercise Prices per Share, Lower Range Limit	$ 4.86
Range of Exercise Prices per Share, Upper Range Limit	$ 4.86
$5.00 - $5.74 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding	157
Options Outstanding, Weighted Average Remaining Contractual Life (in years)	5 years 3 months
Options Outstanding, Weighted Average Exercise Price	$ 5.64
Options Exercisable	152
Options Exercisable, Weighted Average Exercise Price	$ 5.64
Range of Exercise Prices per Share, Lower Range Limit	$ 5.00
Range of Exercise Prices per Share, Upper Range Limit	$ 5.74
$6.25 - $8.07 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding	159
Options Outstanding, Weighted Average Remaining Contractual Life (in years)	4 years 0 months 15 days
Options Outstanding, Weighted Average Exercise Price	$ 7.54
Options Exercisable	159
Options Exercisable, Weighted Average Exercise Price	$ 7.54
Range of Exercise Prices per Share, Lower Range Limit	$ 6.25
Range of Exercise Prices per Share, Upper Range Limit	$ 8.07
$8.75 - $8.75 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding	9
Options Outstanding, Weighted Average Remaining Contractual Life (in years)	4 years 4 months 17 days
Options Outstanding, Weighted Average Exercise Price	$ 8.75
Options Exercisable	9
Options Exercisable, Weighted Average Exercise Price	$ 8.75
Range of Exercise Prices per Share, Lower Range Limit	$ 8.75
Range of Exercise Prices per Share, Upper Range Limit	$ 8.75
$9.48 - $13.94 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding	206
Options Outstanding, Weighted Average Remaining Contractual Life (in years)	5 years 10 months 28 days
Options Outstanding, Weighted Average Exercise Price	$ 9.65
Options Exercisable	195
Options Exercisable, Weighted Average Exercise Price	$ 9.66
Range of Exercise Prices per Share, Lower Range Limit	$ 9.48
Range of Exercise Prices per Share, Upper Range Limit	$ 13.94

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Acquisitions MobileRobots, Narrative (Details) (USD $)			0 Months Ended	12 Months Ended		0 Months Ended			0 Months Ended		3 Months Ended						0 Months Ended			12 Months Ended				0 Months Ended		0 Months Ended
	Jun. 30, 2012 Common Stock [Member] Unregistered Restricted Stock Outside of Stock Plans [Member]	Jan. 10, 2011 InMoTx, Inc. [Member]	Jan. 10, 2011 InMoTx, Inc. [Member] Developed Technology Rights [Member]	Jun. 30, 2012 InMoTx, Inc. [Member] Unregistered Restricted Stock Outside of Stock Plans [Member]	Jun. 30, 2011 InMoTx, Inc. [Member] Unregistered Restricted Stock Outside of Stock Plans [Member]	Jun. 30, 2012 InMoTx, Inc. [Member] Common Stock [Member]	Jan. 10, 2011 InMoTx, Inc. [Member] Common Stock [Member]	Jan. 10, 2011 InMoTx, Inc. [Member] Common Stock [Member] Unregistered Restricted Stock Outside of Stock Plans [Member]	Jun. 25, 2011 MobileRobots [Member]	Jun. 25, 2010 MobileRobots [Member]	Jun. 30, 2011 MobileRobots [Member]	Oct. 01, 2011 MobileRobots [Member] Acquiree Employee Bonus [Member]	Jun. 30, 2011 MobileRobots [Member] Acquiree Employee Bonus [Member]	Jun. 30, 2012 MobileRobots [Member] Acquiree Employee Bonus [Member]	Jun. 25, 2010 MobileRobots [Member] Developed Technology Rights [Member]	Jun. 25, 2010 MobileRobots [Member] Customer Base [Member]	Jun. 25, 2012 MobileRobots [Member] Unregistered Restricted Stock Outside of Stock Plans [Member]	Jun. 25, 2011 MobileRobots [Member] Unregistered Restricted Stock Outside of Stock Plans [Member]	Apr. 15, 2011 MobileRobots [Member] Unregistered Restricted Stock Outside of Stock Plans [Member]	Jun. 30, 2012 MobileRobots [Member] Unregistered Restricted Stock Outside of Stock Plans [Member]	Jun. 30, 2011 MobileRobots [Member] Unregistered Restricted Stock Outside of Stock Plans [Member]	Jun. 30, 2010 MobileRobots [Member] Unregistered Restricted Stock Outside of Stock Plans [Member]	Jun. 25, 2010 MobileRobots [Member] Unregistered Restricted Stock Outside of Stock Plans [Member]	Jun. 25, 2010 MobileRobots [Member] Common Stock [Member]	Jun. 25, 2010 MobileRobots [Member] Common Stock [Member] Unregistered Restricted Stock Outside of Stock Plans [Member]	Jun. 25, 2010 MobileRobots [Member] Unrestricted Stock [Member]	Jun. 30, 2012 MobileRobots [Member] Restricted Stock [Member]	Jun. 25, 2010 MobileRobots [Member] Restricted Stock [Member]
Business Acquisition [Line Items]
Merger consideration paid, net of cash acquired		$ 2,600,000								$ 3,000,000
Cash paid upon merger		1,500,000								1,000,000
Cash acquired from acquisition										100,000
Intangible assets		1,331,000								1,170,000
Shares of common stock issued upon merger							199,979																	394,403		190,841	6,293	203,562
Total value of stock issued upon merger							977,897			2,000,000																973,000		1,000,000
Shares of unregistered restricted stock issued outside of equity incentive plans in connection with acquisitions, total	468,956			0	100,000			100,000												7,603	130,589	368,956			368,956
Shares of unregistered restricted stock issued outside of equity incentive plans in connection with acquisitions, value																							1,900,000
Common stock and shares of unregistered restricted stock issued outside of equity incentive plans in connection with acquisitions, aggregate shares										763,359
Stock value per share, acquisition date							$ 4.89			$ 5.10
Shares of restricted stock with accelerated vesting, related to acquisition																			173,074	115,383	173,074
Shares of restricted stock vested, related to acquisition				19,500		19,500											7,603	65,293		7,603	65,293
Contingent consideration, aggregate potential cash payment to MobileRobots employees														320,000
Payment of accrued contingent consideration, MobileRobots employees												(100,000)	100,000
Indemnification for breaches of representations, warranties, and covenants		1,000,000								3,000,000
Intangible assets			1,100,000												900,000	300,000
Royalty rate used to value intangible assets			9.10%						3.50%
Goodwill		1,440,000								1,186,000
Goodwill, purchase price allocation adjustment											$ 307,000

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Stock-based Compensation Stock option activity (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options Outstanding	1,332	1,236
Options Granted	281	285
Options Exercised	(30)	(36)
Options Forfeited or Expired	(110)	(153)
Options Outstanding	1,473	1,332
Vested/Expected to Vest at June 30, 2012, Shares	1,448
Exercisable at June 30, 2012, Shares	1,009
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Options Outstanding, Weighted-Average Exercise Price Per Share	$ 5.70	$ 7.22
Options Granted, Weighted Average Exercise Price Per Share	$ 3.73	$ 4.95
Options Exercised, Weighted Average Exercise Price Per Share	$ 2.99	$ 2.70
Options Forfeited or Expired, Weighted Average Exercise Price Per Share	$ 9.25	$ 17.28
Options Outstanding, Weighted-Average Exercise Price Per Share	$ 5.11	$ 5.70
Vested/Expected to Vest at June 30, 2012, Weighted-Average Exercise Price Per Share	$ 5.13
Exercisable at June 30, 2012, Weighted-Average Exercise Price Per Share	$ 5.64
Weighted Average Remaining Contractual Term (years), Outstanding	6 years 7 months 24 days
Weighted Average Remaining Contractual Term (years), Vested/Expected to Vest at June 30, 2012	6 years 7 months 13 days
Weighted Average Remaining Contractual Term (years), Exercisable at June 30, 2012	5 years 10 months 28 days
Outstanding, Aggregate Intrinsic Value (in thousands)	$ 819
Vested/Expected to Vest at June 30, 2012, Aggregate Intrinsic Value (in thousands)	805
Exercisable at June 30, 2012, Aggregate Intrinsic Value (in thousands)	$ 515

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Employee Savings and Investment Plan (Details) (USD $)	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Compensation and Retirement Disclosure [Abstract]
401(k) match per year per employee	$ 500
401(k) matching benefits expensed	$ 59,000	$ 87,000

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Segment Information Goodwill (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Jun. 30, 2011
Goodwill [Line Items]
Goodwill due to acquisition	$ 2,967	$ 2,967

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Stockholders' Equity Preferred Stock Narrative (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2012
Class of Stock [Line Items]
Preferred stock issued, gross proceeds		$ 3,138
Common Stock [Member]
Class of Stock [Line Items]
Preferred stock issued, shares	920,000	920,000
Preferred stock issued, gross proceeds		$ 3,138

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Restructuring Charges

12 Months Ended

Jun. 30, 2012

Restructuring Charges [Abstract]

Restructuring Charges

3. Restructuring Charges

Operationally, from time to time Adept has undertaken restructuring and other cost reduction actions to support its financial model, which emphasizes cost efficiency balanced with investments in the Company’s products and revenue generating activities. The Company remains committed to managing its business to generate cash. In October 2011, the Company announced the decision to consolidate the InMoTx operations in Denmark into our Pleasanton, California operations. Consolidation activities began during the second quarter of fiscal 2012, and were completed by June 30, 2012.

During fiscal 2012, the Company incurred $1.3 million in restructuring charges related to the consolidation of the InMoTx operations. Lease termination costs were $120,000, severance costs were $128,000, salaries related to the restructuring were $658,000, inventory write-offs were $162,000, stock compensation expense was $95,000, and other miscellaneous costs were $93,000.

Cash outlay for restructuring expenses for fiscal 2012, which does not include inventory write-offs and stock-based compensation expense, was $999,000.

During fiscal 2011, the Company incurred $662,000 in restructuring charges related to organizational improvements designed to reduce its ongoing costs, which included office consolidation, reorganization within the sales infrastructure and a general streamlining of business operations in the Americas region, of which $498,000 was accelerated stock compensation expense.

Due to these restructuring activities and the resulting revised revenue projection for the division, the Company performed a goodwill and intangible impairment evaluation as of June 30, 2012, and concluded there was no impairment.

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Segment Information Long-lived Asset Balances by Geographic Area (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Jun. 30, 2011
Long-Lived assets: [Abstract]
Long-lived assets	$ 2,413	$ 1,888
United States [Member]
Long-Lived assets: [Abstract]
Long-lived assets	1,997	1,492
All other countries [Member]
Long-Lived assets: [Abstract]
Long-lived assets	$ 416	$ 396

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Goodwill and Other Intangible Assets (Details) (USD $)	12 Months Ended		3 Months Ended					12 Months Ended						12 Months Ended			12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2011 MobileRobots [Member]	Jun. 25, 2010 MobileRobots [Member]	Jun. 30, 2012 MobileRobots [Member] Developed Technology Rights [Member]	Jun. 30, 2011 MobileRobots [Member] Developed Technology Rights [Member]	Jun. 25, 2010 MobileRobots [Member] Developed Technology Rights [Member]	Jun. 30, 2012 MobileRobots [Member] Patents [Member] Minimum [Member]	Jun. 30, 2012 MobileRobots [Member] Patents [Member] Maximum [Member]	Jun. 30, 2012 MobileRobots [Member] Customer Base [Member]	Jun. 30, 2011 MobileRobots [Member] Customer Base [Member]	Jun. 25, 2010 MobileRobots [Member] Customer Base [Member]	Jan. 10, 2011 InMoTx, Inc. [Member]	Jun. 30, 2012 InMoTx, Inc. [Member] Developed Technology Rights [Member]	Jun. 30, 2011 InMoTx, Inc. [Member] Developed Technology Rights [Member]	Jan. 10, 2011 InMoTx, Inc. [Member] Developed Technology Rights [Member]	Jun. 30, 2012 InMoTx, Inc. [Member] Trademarks/Trade names [Member]	Jun. 30, 2011 InMoTx, Inc. [Member] Trademarks/Trade names [Member]	Jan. 10, 2011 InMoTx, Inc. [Member] Trademarks/Trade names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 2,967,000	$ 2,967,000		$ 1,200,000									$ 1,400,000
Finite-Lived intangible asset, useful life								5 years	10 years	3 years				7 years			3 years
Increase in purchase price allocation for goodwill, reduction in deferred tax assets			307,000
Finite-Lived intangible assets:
Finite-lived intangible assets, gross	2,501,000	2,501,000		1,200,000	830,000	830,000	830,000			340,000	340,000	340,000	1,300,000	1,100,000	1,100,000	1,100,000	231,000	231,000	231,000
Accumulated Amortization	(815,000)	(349,000)			(238,000)	(119,000)				(226,000)	(113,000)			(236,000)	(79,000)		(115,000)	(38,000)
Finite-Lived intangible assets, net	1,686,000	2,152,000			592,000	711,000				114,000	227,000			864,000	1,021,000		116,000	193,000
Amortization expense	466,000	349,000
Finite-Lived Intangible Assets, Summary of Future Amortization:
Finite-Lived Intangible Assets, Amortization Expense, Year One	466,000				119,000					113,000				157,000			77,000
Finite-Lived Intangible Assets, Amortization Expense, Year Two	316,000				119,000					1,000				157,000			39,000
Finite-Lived Intangible Assets, Amortization Expense, Year Three	276,000				119,000					0				157,000			0
Finite-Lived Intangible Assets, Amortization Expense, Year Four	276,000				119,000					0				157,000			0
Finite-Lived Intangible Assets, Amortization Expense, after Year Five	352,000				116,000					0				236,000			0
Finite-Lived intangible assets, net	$ 1,686,000	$ 2,152,000			$ 592,000	$ 711,000				$ 114,000	$ 227,000			$ 864,000	$ 1,021,000		$ 116,000	$ 193,000

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Schedule II (Tables)

12 Months Ended

Jun. 30, 2012

Valuation and Qualifying Accounts [Abstract]

Summary of Valuation Allowance [Table Text Block]

Description	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Deductions (1)			Balance at End of Period
Year ended June 30, 2011:
Allowance for doubtful accounts	$	505	$	495	$	(302	)	$	698
Year ended June 30, 2012:
Allowance for doubtful accounts	$	698	$	150	$	(219	)	$	629

(1) Includes write-offs, net of recoveries.

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Segment Information (Tables)

12 Months Ended

Jun. 30, 2012

Segment Reporting [Abstract]

Schedule of segment results

The following table summarizes the Company’s segment results (in thousands):

	Fiscal Years Ended
	June 30, 2012			June 30, 2011
Revenue:
Robotics	$	54,815		$	45,129
Services and Support	11,404			12,376
Total revenue	$	66,219		$	57,505
Operating income (loss):
Robotics	$	9,461		$	4,195
Services and support	2,837			2,511
Segment profit	12,298			6,706
Unallocated research, development and engineering and selling, general and administrative expenses	(13,713		)	(12,203		)
Restructuring charges, net	(1,256		)	(662		)
Amortization of other intangible assets	(466		)	(349		)
Interest expense, net	(250		)	(124		)
Currency exchange loss	(732		)	(188		)
Loss before income taxes	$	(4,119	)	$	(6,820	)

Schedule of revenue from external customers and long-lived assets, by geographical areas [Table Text Block]

Management also assesses the Company’s performance, operations and assets by geographic areas, and, therefore, revenue and long-lived assets related to continuing operations are summarized in the following table (in thousands):

	Fiscal Years Ended June 30,
	2012		% of total		2011		% of total
Revenue:
United States	$	18,259	28	%	$	16,728	29	%
Europe	32,212		49	%	29,185		51	%
Asia	12,815		19	%	10,581		18	%
Other countries	2,933		4	%	1,011		2	%
Total International	47,960		72	%	40,777		71	%
Total	$	66,219	100	%	$	57,505	100	%

The following table summarizes the Company’s long-lived asset balances as follows (in thousands):

	June 30, 2012		June 30, 2011
Long-lived assets:
United States	$	1,997	$	1,492
All other countries	416		396
Total long-lived assets	$	2,413	$	1,888

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Income Taxes Deferred tax assets and liabilities (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Jun. 30, 2011
Deferred tax assets: [Abstract]
Net operating loss carryforwards	$ 34,168	$ 34,649
Tax credit carryforwards	1,530	1,501
Inventory valuation	567	823
Depreciation / amotizaton	975	1,145
Other accruals not currently deductable for tax purposes	1,652	1,627
Capitalized research and development expenses	39	118
Other	206	75
Total deferred tax assets	39,137	39,938
Valuation allowance	(38,627)	(39,282)
Net deferred tax assets	510	656
Deferred tax liabilities: [Abstract]
Purchased intangibles	(510)	(656)
Net deferred tax liabilities	(510)	(656)
Total net deferred tax liabilities	$ 0	$ 0

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Financing Arrangements (Details) (USD $)	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Line of Credit Facility [Line Items]
Debt covenant minimum liquidity	$ 3,500,000
Revolving line outstanding principal balance	5,500,000	0
Line of credit, amendment and renewal fee	50,000
Line of credit, legal and bank fees related to amendment and renewal	98,000
EX-IM Line [Member]
Line of Credit Facility [Line Items]
Debt covenant minimum liquidity	$ 3,500,000

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Company and Summary of Significant Accounting Policies (Details) (USD $)	12 Months Ended			12 Months Ended					3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2012 Revenue [Member] Customer Concentration Risk [Member] One Disk Drive Customer [Member]	Jun. 30, 2012 Revenue [Member] Customer Concentration Risk [Member] One Mainly Solar Customer [Member]	Jun. 30, 2011 Revenue [Member] Customer Concentration Risk [Member] One Mainly Solar Customer [Member]	Jun. 30, 2012 Accounts Receivable [Member] Customer Concentration Risk [Member] Two Customers [Member]	Jun. 30, 2011 Accounts Receivable [Member] Customer Concentration Risk [Member] Two Customers [Member]	Jun. 30, 2011 MobileRobots [Member]	Jun. 30, 2010 MobileRobots [Member]	Mar. 26, 2011 InMoTx, Inc. [Member]
Company and Summary of Significant Accounting Policies [Line Items]
Foreign Currency Transaction Loss, before Tax	$ (732,000)	$ (188,000)
Cash	8,722,000	8,627,000	8,618,000
Allowance for doubtful accounts receivable, percentage of consolidated accounts receivable	0.50%
Bad debt expense	150,000	495,000
Property and equipment, net	2,292,000	1,769,000
Intangible assets, net (Including goodwill)	4,700,000	5,100,000
Goodwill and intangible assets acquired during the period										2,400,000	2,800,000
Increase in purchase price allocation for goodwill, reduction in deferred tax assets									307,000
Customer concentration risk, percentage	100.00%	100.00%		7.00%	6.00%	8.00%	17.00%	15.00%
Advertising costs	$ 57,000	$ 58,000

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Company and Summary of Significant Accounting Policies Inventory (Details) (USD $)	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 5,573,000	$ 6,225,000
Work-in-process	331,000	568,000
Finished goods	2,050,000	2,754,000
Total inventory	7,954,000	9,547,000
Cost of written down inventory sold	323,000	790,000
Cumulative reductions for excess or obsolete inventory	$ 1,600,000	$ 2,300,000

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Stock-based Compensation

12 Months Ended

Jun. 30, 2012

Share-based Compensation [Abstract]

Share-Based Compensation

2. Stock-Based Compensation

The Company has adopted equity incentive plans that provide for the grant to employees of stock-based awards, including stock options, restricted shares and restricted stock units, of Adept common stock. In addition, certain of these plans permit the grant of non-statutory stock-based awards to paid consultants and outside directors. To date, Adept has generally granted options under its existing stock plans and, commencing in fiscal 2009, has increasingly granted shares of restricted stock to executive and some non-executive employees as incentive compensation in lieu of stock options. Option awards are granted with an exercise price equal to the market price of the Company’s stock on the date of grant. Those option awards generally have ten-year contractual terms. The Company also has an employee stock purchase plan (“ESPP”) that allows employees to purchase a limited number of shares of its common stock at a discount of 15% of the market value at certain plan-defined dates that are established at six-month intervals.

Adept has an employee stock purchase plan and two equity compensation plans in effect and used by Adept at June 30, 2012, including the 2003 Stock Option Plan and 2005 Equity Incentive Plan as described in Note 8 to the Notes to Consolidated Financial Statements. As of June 30, 2012, the outstanding options and available shares for issuance under these plans are:

Plan	Subject to  Outstanding Options and Restricted Stock	Available shares for  grant and issuance
2003 Stock Option Plan	364,710	16,599
2005 Equity Incentive Plan	888,566	871,198

Options are also outstanding pursuant to four equity compensation plans which have expired or been terminated. These include the 1993 Stock Option Plan, the 1995 Director Stock Option Plan, the 2001 Stock Option Plan, and the 2004 Director Option Plan, which have, respectively, 23,903 , 1,200 , 88,000 , and 107,000 shares subject to outstanding options.

Under all of these plans, for employee grants, vesting of options is generally monthly in equal installments over a four year period. Performance restricted stock or restricted stock unit grants made to Adept executive officers and other senior management employees for performance under performance programs pursuant to the 2005 Equity Incentive Plan are subject to vesting quarterly over two years following the end of the relevant fiscal year of performance. Under the director option plan, prior to March 2010, initial director grants vest one-fourth on the first anniversary of the grant, then monthly in equal installments thereafter for three years. Prior to March 2010, annual non-employee director grants vest monthly in equal installments over a four year period. In March 2010, Adept’s Board of Directors revised the terms of future director option grants, which provided for the vesting of annual option grants of 6,000 shares to non-employee directors to vest in full on the date of the annual meeting of stockholders following the meeting at which the director is elected, and revised the vesting of the initial option grant of 10,000 shares to non-employee directors who have served for at least six months to vest in the amount of 50% of the grant on the first annual meeting of stockholders following the appointment or election of the director and the remaining 50% to vest at the second annual meeting of stockholders of the Company following the appointment or election of the director. In March 2010, the Board of Directors authorized a one-time option grant with 100% vesting to occur at the 2010 annual meeting of stockholders to reflect the increase in equity compensation for the 2010 year of service on the Board of Directors. The Company recognizes the fair value of stock compensation as an expense in the calculation of net income (loss). Stock compensation expense is recognized ratably over the vesting period of the individual equity instruments. All stock compensation recorded has been accounted for as an equity instrument.

The Company recorded $1.3 million and $3.1 million of stock-based compensation expense on its consolidated statements of operations for the years ended June 30, 2012 and 2011, respectively, for its stock plans, ESPP, and MobileRobots and InMoTx acquisition-related equity grants for which continued employment is a condition for release. Stock compensation expense for fiscal 2012 and 2011 includes $95,000 and $498,000, respectively, of accelerated stock compensation expense related to employee terminations that were part of the Company’s restructuring activities, and has been classified as restructuring expense. The Company did not record an income-tax benefit for the stock compensation expense because of the extent of its net operating loss carry-forwards. The Company utilized the Black-Scholes option pricing model for estimating the fair value of the stock-based compensation. The weighted average grant-date fair values of the options granted under the equity incentive plans for the years ended June 30, 2012 and 2011 were $2.52 and $3.49, respectively, for employees and non-employee directors. The weighted average grant-date fair value of the shares subject to purchase under the ESPP for the years ended June 30, 2012 and 2011 were $1.46 and $1.51, respectively, using the following weighted average assumptions:

	Year Ended June 30, 2012				Year Ended June 30, 2011
	Equity Incentive and Stock Option Plans		Purchase Plan		Equity Incentive and Stock Option Plans		Purchase Plan
Average risk free interest rate	0.67	%	0.10	%	1.04	%	0.13	%
Expected life (in years)	5.77		0.49		5.77		0.50
Expected volatility	82	%	62	%	87	%	61	%
Dividend yield	—	%	—	%	—	%	—	%

The dividend yield of zero is based on the fact that the Company has never paid cash dividends, is restricted from paying cash dividends by its credit facility, and has no present intention to pay cash dividends. Expected volatility is based on the historical volatility of Adept’s common stock over the period commensurate with the expected life of the options or ESPP shares. The risk-free interest rate is based on observed and expected time to post-vesting exercise and forfeitures of options or ESPP shares by Adept’s employees. The expected life in years is based on the historic time to post-vesting exercise and forfeitures of the options or ESPP shares. The purchase period for the ESPP commencing September 1, 2009 was extended two months in order to adjust the purchase periods in 2010 to begin on May 1 and November 1 going forward.

For the 2012 and 2011 fiscal years, stock-based compensation expense was based on the Company’s historical experience of option cancellations prior to vesting. The Company has assumed an annualized forfeiture rate of 5% for each period for its options. The Company records additional expense if the actual forfeiture rate is lower than estimated, and records a recovery of prior expense if the actual forfeiture rate is higher than estimated

A summary of stock option activity under the option plans as of June 30, 2012 and changes during the year then ended is presented below:

Options	Shares (in  thousands)		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at June 30, 2010	1,236		$	7.22
Granted	285		4.95
Exercised	(36	)	2.70
Forfeited or Expired	(153	)	17.28
Outstanding at June 30, 2011	1,332		5.70
Granted	281		3.73
Exercised	(30	)	2.99
Forfeited or Expired	(110	)	9.25
Outstanding at June 30, 2012	1,473		$	5.11	6.65	$	819
Vested/Expected to Vest at June 30, 2012	1,448		$	5.13	6.62	$	805
Exercisable at June 30, 2012	1,009		$	5.64	5.91	$	515

During the year ended June 30, 2012, Adept granted options for 281,000 shares of common stock with an estimated total grant date fair market value of $1.1 million. The intrinsic value of options exercised during the year ended June 30, 2012 was $52,000. Cash received from stock option exercises and ESPP purchases was $275,000 for the year ended June 30, 2012. As of June 30, 2012, there was $503,000 of total unrecognized compensation cost related to non-vested stock options granted and outstanding; that cost is expected to be recognized through fiscal year 2016, with a weighted average remaining period of 1.13 years for stock options and 0 years for stock awards.

A summary of restricted stock activity during fiscal year 2012 under the 2005 Equity Incentive Plan is presented below:

Awards	Shares		Weighted Average- Grant  Date Fair Value Per Share
Awarded	4,500		$	4.45
Vested	(55,705	)	$	4.84
Forfeited due to cancellation or for taxes	(36,295	)	$	4.84

Adept has 468,956 shares of unregistered restricted stock issued outside of the equity incentive plans as compensation in connection with the acquisitions of MobileRobots and InMoTx. The 468,956 shares do not include shares issued and accounted for as consideration upon the mergers and the complete stock issuance information for each merger is discussed in Note 4 to the Notes to Consolidated Financial Statements.

The Company issued 368,956 shares of restricted stock in connection with the acquisition of MobileRobots, to vest in equal thirds on each of the first, second, and third anniversaries of the closing date of the acquisition, contingent upon the continued employment of such stockholder, subject to acceleration or forfeiture in certain circumstances, and subject to the indemnification obligations of the MobileRobots stockholders as described in Note 4 to the Notes to Consolidated Financial Statements. On April 15, 2011, one of the MobileRobots founders terminated employment with Adept. Vesting was accelerated on 173,074 shares of restricted stock issued in connection with the acquisition of MobileRobots. On September 30, 2011, the other MobileRobots founder terminated employment with Adept. Vesting was accelerated on 115,383 shares of restricted stock issued in connection with the acquisition of MobileRobots. On June 25, 2012 and June 25, 2011, 7,603 and 65,293 shares, respectively, of restricted stock vested in the annual vestings of the shares issued pursuant to the merger agreement. As of June 30, 2012, there were 7,603 shares remaining to vest under this agreement.

The Company also made a grant of 100,000 shares of unregistered restricted stock in connection with the acquisition of InMoTx to vest on the third anniversary of the acquisition contingent upon the continued employment of the grant recipient, subject to acceleration or forfeiture in certain circumstances. On September 20, 2011, the InMoTx chief technology officer entered into a separation agreement with the Company to terminate employment on January 31, 2012. Of the 100,000 shares issued, 80,500 shares were forfeited on September 20, 2011, and 19,500 shares vested on June 30, 2012. As of June 30, 2012, there were no shares remaining to vest under this agreement.

A summary of unregistered restricted stock activity due to the acquisitions of MobileRobots and InMoTx (see Note 4) as of June 30, 2012 and 2011, respectively, is presented below:

Awards	Shares		Grant Date Fair Market Value
Balance of awards issued in acquisition of MobileRobots at June 30, 2010	368,956		$	5.10
Accelerated vesting	(173,074	)	5.10
Vested	(65,293	)	5.10
Balance of MobileRobots issuance at June 30, 2011	130,589		$	5.10
Accelerated vesting	(115,383	)	5.10
Vested	(7,603	)	5.10
Balance of MobileRobots issuance at June 30, 2012	7,603		$	5.10
Issued in acquisition of InMoTx in 2011	100,000		$	4.89
Balance of awards issued in acquisition of InMoTx at June 30, 2011	100,000		$	4.89
Forfeited	(80,500	)	4.89
Vested	(19,500	)	4.89
Balance of InMoTx issuances at June 30, 2012	—		$	—

During the year ended June 30, 2012, 65,207 shares of common stock were issued under the Company’s 2008 ESPP. Shares are issued semi-annually under the ESPP on May 1 and November 1.

Total common shares outstanding at June 30, 2012 were 10,529,019.

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Company and Summary of Significant Accounting Policies Warranties (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Movement in Standard Product Warranty Accrual [Roll Forward]
Balance at beginning of period	$ 1,116	$ 1,328
Warranties Issued	773	738
Warranty claims	(646)	(950)
Balance at end of period	$ 1,243	$ 1,116

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Acquisitions Purchase Price Allocation Tables (Details) (USD $) In Thousands, unless otherwise specified	Jan. 10, 2011 InMoTx, Inc. [Member]	Jun. 25, 2010 MobileRobots [Member]
Business Acquisition [Line Items]
Current assets	$ 88	$ 1,196
Property and equipment	60	91
Inventory	370
Other long-term assets	14
Intangible assets	1,331	1,170
Goodwill	1,440	1,186
Total assets acquired	3,303	3,643
Current liabilities	681	515
Long-term debt	54	10
Total liabilities assumed	735	525
Net assets acquired	$ 2,568	$ 3,118

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Income Taxes Book income (loss) before income taxes (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Income Tax Contingency [Line Items]
Book income (loss) before income taxes	$ (4,119)	$ (6,820)
Domestic [Member]
Income Tax Contingency [Line Items]
Book income (loss) before income taxes	(1,183)	(4,468)
Foreign [Member]
Income Tax Contingency [Line Items]
Book income (loss) before income taxes	$ (2,936)	$ (2,352)

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Jun. 30, 2011
Current assets:
Cash and Cash Equivalents	$ 8,722	$ 8,627
Accounts receivable, less allowance for doubtful accounts of $629 and $698 in fiscal 2012 and 2011, respectively	11,905	10,883
Inventories	7,954	9,547
Other current assets	514	416
Total current assets	29,095	29,473
Property and equipment at cost	14,241	13,358
Accumulated depreciation and amortization	(11,949)	(11,589)
Property and equipment, net	2,292	1,769
Goodwill	2,967	2,967
Other intangible assets, net	1,686	2,152
Other assets	121	774
Total assets	36,161	37,135
Current liabilities:
Accounts payable	6,183	8,165
Line of credit	5,500	0
Accrued payroll and related expenses	2,006	2,214
Accrued warranty expenses	1,243	1,116
Deferred revenue	280	132
Accrued income tax, current	80	78
Other accrued liabilities	1,680	947
Total current liabilities	16,972	12,652
Long-term liabilities:
Line of credit, long-term	0	3,900
Deferred income tax, long-term	399	1,364
Long-term obligations	446	397
Total liabilities	17,817	18,313
Commitments and contingencies (See Note 7)
Stockholders’ equity:
Preferred stock, $0.001 par value: 1,000 shares authorized, none issued and outstanding	0	0
Common stock, $0.001 par value: 19,000 shares authorized, 10,534 shares issued and 10,529 shares outstanding at June 30, 2012 and 9,750 shares issued and 9,745 shares outstanding at June 30, 2011	177,446	173,377
Treasury stock, at cost, 5 shares at June 30, 2012 and June 30, 2011	(42)	(42)
Accumulated deficit	(159,004)	(155,281)
Accumulated other comprehensive income (loss)	(56)	768
Total stockholders’ equity	18,344	18,822
Total liabilities and stockholders’ equity	$ 36,161	$ 37,135

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Commitments and Contingencies Future Minimum Lease Payments Table (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012
Commitments and Contingencies Disclosure [Abstract]
Fiscal Year 2013	$ 1,998
Fiscal Year 2014	1,569
Fiscal Year 2015	1,493
Fiscal Year 2016	852
Fiscal Year 2017	192
Fiscal Years Thereafter	245
Total minimum lease payments	$ 6,349

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Operating activities
Net loss	$ (3,723)	$ (6,764)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	893	1,063
Deferred taxes	(686)	709
Gain on disposal of property and equipment	(100)	(54)
Stock-based compensation	1,296	3,075
Amortization of other intangible assets	466	349
Net changes in operating assets and liabilities:
Accounts receivable, net	(1,913)	2,668
Inventories	455	1,196
Other assets	(97)	423
Accounts payable	(1,909)	(1,199)
Other accrued liabilities and deferred revenue	1,411	(1,084)
Accrued restructuring charges	(57)	57
Other long-term liabilities	50	(283)
Net cash provided by (used in) operating activities	(3,914)	156
Investing activities
Purchase of property and equipment	(1,117)	(872)
Proceeds from sale of property and equipment	115	54
Payment for purchase of InMoTx, Inc., net of cash acquired	0	(1,462)
Cash outlay for Indemnification shares received under InMoTx, Inc. merger agreement	(508)	0
Net cash used in investing activities	(1,510)	(2,280)
Financing activities
Borrowing from line of credit, net	1,600	2,900
Borrowings from long-term debt	83	11
Principal payments on capital leases	(44)	(9)
Principal payments on long-term obligations	(35)	(56)
Proceeds from employee stock incentive program and employee stock purchase plan	275	226
Proceeds from common stock issued under public offering	3,138	0
Payment for taxes for restricted stock awards surrendered to satisfy employee tax obligation	(132)	(155)
Net cash provided by financing activities	4,885	2,917
Effect of exchange rates on cash and cash equivalents	634	(784)
Increase in cash and cash equivalents	95	9
Cash and cash equivalents, beginning of period	8,627	8,618
Cash and cash equivalents, end of period	8,722	8,627
Cash paid during the period for:
Interest	270	133
Income taxes	58	25
Supplemental disclosure of non-cash investing and financing activities:
Transfers from inventory to property and equipment	362	176
Returned shares received under InMoTx, Inc. merger agreement for Indemnification for cash outlay for claims for matters arising prior to Acquisition	508	0
The Company purchased all of the capital stock of InMoTx, Inc. in 2011:
Fair value of assets acquired, net of cash acquired	0	484
Goodwiill and intangible assets acquired	0	2,771
Liabilities assumed	0	(735)
Common stock issued	0	(978)
Fair value of contingent cash consideration payable	0	(80)
Cash payment for purchase of InMoTx, Inc. in 2011, net of cash acquired	$ 0	$ 1,462

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Segment Information Segment Results (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Revenue [Abstract]
Revenue	$ 66,219	$ 57,505
Operating income (loss) [Abstract]
Operating income (loss)	(3,137)	(6,508)
Unallocated research, development and engineering and selling, general and administrative expenses	(13,713)	(12,203)
Restructuring charges, net	(1,256)	(662)
Amortization of other intangible assets	(466)	(349)
Interest expense, net	(250)	(124)
Currency exchange loss	(732)	(188)
Loss before benefit from income taxes	(4,119)	(6,820)
Operating Segments [Member]
Operating income (loss) [Abstract]
Operating income (loss)	12,298	6,706
Robotics [Member]
Revenue [Abstract]
Revenue	54,815	45,129
Operating income (loss) [Abstract]
Operating income (loss)	9,461	4,195
Services and Support [Member]
Revenue [Abstract]
Revenue	11,404	12,376
Operating income (loss) [Abstract]
Operating income (loss)	$ 2,837	$ 2,511

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Stock-based Compensation Narrative (Details) (USD $)	12 Months Ended			12 Months Ended									12 Months Ended							0 Months Ended			12 Months Ended			12 Months Ended						0 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2012 InMoTx, Inc. [Member]	Jun. 30, 2012 Stock Options [Member]	Jun. 30, 2012 ESPP [Member]	Jun. 30, 2012 Restricted Stock and RSU [Member]	Jun. 30, 2012 Restricted Stock Units (RSUs) [Member] April 2009 Grant [Member]	Jun. 30, 2012 1993 Stock Option Plan [Member]	Jun. 30, 2012 1995 Director Stock Option Plan [Member]	Jun. 30, 2012 2001 Stock Option Plan [Member]	Jun. 30, 2012 2004 Director Option Plan [Member]	Jun. 30, 2012 2005 Equity Incentive Plan [Member]	Jun. 30, 2012 2005 Equity Incentive Plan [Member] Restricted Stock and RSU [Member]	Jun. 30, 2012 Director Option Plan [Member] Initial Director Grant [Member] Prior to March 2010 [Member]	Jun. 30, 2012 Director Option Plan [Member] Initial Director Grant [Member] From March 2010 [Member]	Jun. 30, 2012 Director Option Plan [Member] Annual Non-Employee Director Grant [Member] Prior to March 2010 [Member]	Jun. 30, 2012 Director Option Plan [Member] Annual Non-Employee Director Grant [Member] From March 2010 [Member]	Jun. 30, 2012 Director Option Plan [Member] March 2010 One-time Grant [Member]	Jun. 25, 2012 Unregistered Restricted Stock Outside of Stock Plans [Member] MobileRobots [Member]	Jun. 25, 2011 Unregistered Restricted Stock Outside of Stock Plans [Member] MobileRobots [Member]	Apr. 15, 2011 Unregistered Restricted Stock Outside of Stock Plans [Member] MobileRobots [Member]	Jun. 30, 2012 Unregistered Restricted Stock Outside of Stock Plans [Member] MobileRobots [Member]	Jun. 30, 2011 Unregistered Restricted Stock Outside of Stock Plans [Member] MobileRobots [Member]	Jun. 30, 2010 Unregistered Restricted Stock Outside of Stock Plans [Member] MobileRobots [Member]	Jun. 30, 2012 Unregistered Restricted Stock Outside of Stock Plans [Member] InMoTx, Inc. [Member]	Jun. 30, 2011 Unregistered Restricted Stock Outside of Stock Plans [Member] InMoTx, Inc. [Member]	Jun. 30, 2012 2008 ESPP [Member]	Jun. 30, 2011 2008 ESPP [Member]	Jun. 30, 2011 Stock Compensation Expense [Member]	Jun. 30, 2012 Stock Compensation Expense [Member] InMoTx, Inc. [Member]	Jun. 30, 2012 Common Stock [Member] InMoTx, Inc. [Member]	Sep. 20, 2011 Common Stock [Member] InMoTx, Inc. [Member]	Jun. 30, 2012 Common Stock [Member] Unregistered Restricted Stock Outside of Stock Plans [Member]	Jun. 25, 2010 Common Stock [Member] Unregistered Restricted Stock Outside of Stock Plans [Member] MobileRobots [Member]	Jan. 10, 2011 Common Stock [Member] Unregistered Restricted Stock Outside of Stock Plans [Member] InMoTx, Inc. [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option contractual term					10 years
Discount percentage, ESPP						15.00%
Plan-defined purchase date intervals						6 months
Equity compensation plans, number	2
Expired equity compensation plans, number	4
Subject to Oustanding Options and Restricted Stock - Options	1,473,000	1,332,000	1,236,000						23,903	1,200	88,000	107,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period					4 years			6 months						2 years			4 years
Annual option grants																10,000		6,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Annual Vesting Percentage																50.00%
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Percentage After One Year															25.00%				100.00%
Remaining equal vesting years after first anniversary															3 years
Stock-based compensation	$ 1,296,000	$ 3,075,000
Restructuring Charges	1,256,000	662,000		1,300,000																										498,000	95,000
Weighted average grant-date fair value of the options	$ 2.52	$ 3.49
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value													$ 4.45														$ 4.89	$ 1.46	$ 1.51
Assumed annualized forfeiture rate	5.00%
Options Granted	281,000	285,000
Granted options, estimated total grant date fair market value	1,100,000
Intrinsic value of options exercised	52,000
Cash received from stock option exercises and ESPP purchases	275,000	226,000
Total unrecognized compensation cost related to non-vested stock options granted and outstanding	$ 503,000
Options Outstanding, Weighted Average Remaining Contractual Life					1 year 1 month 17 days		0 years
Shares of Unregistered Restricted Stock Issued Outside of Equity Incentive Plans in Connection with Acquisitions, Total																							7,603	130,589	368,956	0	100,000							468,956	368,956	100,000
Shares of restricted stock with accelerated vesting, related to acquisition																						173,074	115,383	173,074
Shares of restricted stock vested, related to acquisition													55,705							7,603	65,293		7,603	65,293		19,500						19,500
Shares of restricted stock forfeited, related to acquisition													(36,295)													(80,500)							(80,500)
Awards issued in acquisition, Shares																												65,207
Common shares outstanding	10,529,019	9,745,000

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Stock-based Compensation (Tables)

12 Months Ended

Jun. 30, 2012

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Compensation, Share Outstanding and Available for Grant

As of June 30, 2012, the outstanding options and available shares for issuance under these plans are:

Plan	Subject to  Outstanding Options and Restricted Stock	Available shares for  grant and issuance
2003 Stock Option Plan	364,710	16,599
2005 Equity Incentive Plan	888,566	871,198

Schedule of Share-based Payment Award, Valuation Assumptions

The weighted average grant-date fair value of the shares subject to purchase under the ESPP for the years ended June 30, 2012 and 2011 were $1.46 and $1.51, respectively, using the following weighted average assumptions:

	Year Ended June 30, 2012				Year Ended June 30, 2011
	Equity Incentive and Stock Option Plans		Purchase Plan		Equity Incentive and Stock Option Plans		Purchase Plan
Average risk free interest rate	0.67	%	0.10	%	1.04	%	0.13	%
Expected life (in years)	5.77		0.49		5.77		0.50
Expected volatility	82	%	62	%	87	%	61	%
Dividend yield	—	%	—	%	—	%	—	%

Schedule of Share-based Compensation, Stock Options, Activity

A summary of stock option activity under the option plans as of June 30, 2012 and changes during the year then ended is presented below:

Options	Shares (in  thousands)		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at June 30, 2010	1,236		$	7.22
Granted	285		4.95
Exercised	(36	)	2.70
Forfeited or Expired	(153	)	17.28
Outstanding at June 30, 2011	1,332		5.70
Granted	281		3.73
Exercised	(30	)	2.99
Forfeited or Expired	(110	)	9.25
Outstanding at June 30, 2012	1,473		$	5.11	6.65	$	819
Vested/Expected to Vest at June 30, 2012	1,448		$	5.13	6.62	$	805
Exercisable at June 30, 2012	1,009		$	5.64	5.91	$	515

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity

A summary of unregistered restricted stock activity due to the acquisitions of MobileRobots and InMoTx (see Note 4) as of June 30, 2012 and 2011, respectively, is presented below:

Awards	Shares		Grant Date Fair Market Value
Balance of awards issued in acquisition of MobileRobots at June 30, 2010	368,956		$	5.10
Accelerated vesting	(173,074	)	5.10
Vested	(65,293	)	5.10
Balance of MobileRobots issuance at June 30, 2011	130,589		$	5.10
Accelerated vesting	(115,383	)	5.10
Vested	(7,603	)	5.10
Balance of MobileRobots issuance at June 30, 2012	7,603		$	5.10
Issued in acquisition of InMoTx in 2011	100,000		$	4.89
Balance of awards issued in acquisition of InMoTx at June 30, 2011	100,000		$	4.89
Forfeited	(80,500	)	4.89
Vested	(19,500	)	4.89
Balance of InMoTx issuances at June 30, 2012	—		$	—

2005 Equity Incentive Plan [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity

A summary of restricted stock activity during fiscal year 2012 under the 2005 Equity Incentive Plan is presented below:

Awards	Shares		Weighted Average- Grant  Date Fair Value Per Share
Awarded	4,500		$	4.45
Vested	(55,705	)	$	4.84
Forfeited due to cancellation or for taxes	(36,295	)	$	4.84

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Stock-based Compensation Stock options (Details)				12 Months Ended				12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2012 Equity Incentive and Stock Option Plans [Member]	Jun. 30, 2011 Equity Incentive and Stock Option Plans [Member]	Jun. 30, 2012 2003 Stock Option Plan [Member]	Jun. 30, 2012 2005 Equity Incentive Plan [Member]	Jun. 30, 2012 2008 ESPP [Member]	Jun. 30, 2011 2008 ESPP [Member]	Jun. 30, 2012 Stock Options [Member] 2003 Stock Option Plan [Member]	Jun. 30, 2012 Restricted Stock and RSU [Member] 2005 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Subject to Oustanding Options and Restricted Stock - Options	1,473,000	1,332,000	1,236,000			364,710
Subject to Oustanding Options and Restricted Stock - Options, Non-Options							888,566
Available shares for grant and issuance	888,000	569,000	854,000							16,599	871,198
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Average risk free interest rate				0.67%	1.04%			0.10%	0.13%
Expected life (in years)				5 years 9 months 7 days	5 years 9 months 7 days			5 months 26 days	6 months
Expected volatility				82.00%	87.00%			62.00%	61.00%
Dividend yield				0.00%	0.00%			0.00%	0.00%

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Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Jun. 30, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Acquired Finite-Lived Intangible Assets by Major Class

The following is a summary of the gross carrying amount, the accumulated amortization and the aggregate amortization expense related to the intangible assets subject to amortization for fiscal 2011 and 2012 (in thousands):

	June 30, 2012							June 30, 2011
	Gross Assets		Accumulated Amortization			Net Carrying Amount		Gross Assets		Accumulated Amortization			Net Carrying Amount
Developed Technology/Patents, MobileRobots	$	830	$	(238	)	$	592	$	830	$	(119	)	$	711
Customer Base, MobileRobots	340		(226		)	114		340		(113		)	227
Developed Technology, InMoTx	1,100		(236		)	864		1,100		(79		)	1,021
Trademarks/Trade names, InMoTx	231		(115		)	116		231		(38		)	193
Total	$	2,501	$	(815	)	$	1,686	$	2,501	$	(349	)	$	2,152

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

A summary of future amortization as of June 30, 2012 follows (in thousands):

	Year 1		Year 2		Year 3		Year 4		More than 5 Years		Total
Developed Technology/Patents, MobileRobots	$	119	$	119	$	119	$	119	$	116	$	592
Customer Base, MobileRobots	113		1		—		—		—		114
Developed Technology, InMoTx	157		157		157		157		236		864
Trademarks/Trade names, InMoTx	77		39		—		—		—		116
Total	$	466	$	316	$	276	$	276	$	352	$	1,686

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Company and Summary of Significant Accounting Policies

12 Months Ended

Jun. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Company and Summary of Significant Accounting Policies

1. Company and Summary of Significant Accounting Policies

Company    

Adept Technology, Inc. (“Adept” or the “Company”) was incorporated under the laws of the state of California on June 14, 1983 and reincorporated in Delaware in November 2005. Through sales to system integrators, original equipment manufacturer (“OEM”) partners and end-user companies, the Company provides specialized, cost-effective robotics systems and services to emerging automation markets including packaging, solar and medical; as well as to the disk drive/electronics market and traditional industrial markets, including machine tool automation and automotive electronics.

Basis of Presentation

The accompanying consolidated financial statements as of June 30, 2012 and 2011 and for each of the years in the two-year period ended June 30, 2012 include the accounts of Adept and its wholly owned subsidiaries. All significant intercompany transactions and balances are eliminated upon consolidation. Adept includes consolidated financial statements for two fiscal years in its Annual Report on Form 10-K as a smaller reporting company.

Unless otherwise indicated, references to any year in these Notes to Consolidated Financial Statements refer to Adept’s fiscal year ended June 30.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to prior-period balances to present the financial statements on a consistent basis with the current year presentation. Such reclassifications have not changed previously reported net income (loss) or stockholders’ equity.

Foreign Currency

Each of Adept’s non-U.S. subsidiaries uses its respective local currency as the functional currency. The Company’s foreign subsidiaries’ balance sheet accounts are translated at current period ending exchange rates and statements of operations accounts are translated at the average rate for the period. Translation gains and losses are recorded as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity.

Foreign currency transaction losses were $732,000 in fiscal 2012 and foreign currency transaction losses were $188,000 in fiscal 2011.

The foreign currency transaction losses recorded in fiscal 2012 were primarily generated from realized losses related to the payments of intercompany payables in U.S. Dollar by the European entities. As the Euro decreased against the U.S. dollar, more Euros were needed to purchase the U.S. Dollar to settle the payable. The foreign currency transaction losses recorded in fiscal year 2011 were primarily generated from realized losses from U.S. dollars used to pay accounts payable in Japanese Yen, as the Yen strengthened against the U.S. dollar during the period, and losses related to the payments of intercompany payables held in U.S. Dollar by the European entities. As the Euro, decreased against the dollar, more Euros were needed to purchase the U.S. Dollar to settle the payable.

As Adept conducts business on a global basis, the Company is exposed to adverse or beneficial movements in foreign currency exchange rates, which can vary considerably from period to period. The dollar/euro and the dollar/yen markets currently present the largest exchange rate risk for Adept.

Cash, Cash Equivalents and Short-Term Investments

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Short-term investments typically consist of marketable securities and money market investments with maturities between three and twelve months. Investments are classified as held-to-maturity, trading, or available-for-sale at the time of purchase. At June 30, 2012 and June 30, 2011, the Company had no marketable securities and had $8.7 million and $8.6 million, respectively, in cash.

Realized gains or losses, interest, and dividends are included in interest income.

Fair Values

The carrying amounts for cash, accounts receivable, accounts payable, and line of credit approximate fair value due to the short-term nature of these instruments or the adjustable interest rate associated with debt. The only asset or liability required to be reflected at fair value at June 30, 2012 or 2011 was cash and cash equivalents.

Inventories

Inventories are stated at the lower of standard cost or market value. The components of inventories are as follows (in thousands):

	June 30,
	2012		2011
Raw materials	$	5,573	$	6,225
Work-in-process	331		568
Finished goods	2,050		2,754
Total inventory	$	7,954	$	9,547

The inventory valuation provisions are based on an excess and obsolete systems report, which captures all obsolete parts and products and all other inventory, which have quantities on hand in excess of one year’s projected demand. Individual line item exceptions are identified for either inclusion or exclusion from the inventory valuation provision. The materials control group and cost accounting function monitor the line item exceptions and make periodic adjustments as necessary.

During the years ended June 30, 2012 and 2011, the Company recognized revenues with a cost of approximately $323,000 and $790,000, respectively, from sales of inventory that had been previously considered excess or obsolete and written-off. Consequently, there was no cost of revenues recognized in connection with these product sales in fiscal 2012 and 2011. Total cumulative reductions for excess or obsolete inventory totaled approximately $1.6 million at June 30, 2012 and $2.3 million at June 30, 2011.

Warranties

The Company’s warranty policy is included in its terms of sale and states that there are no rights of return, and that a refund may be made at Adept’s discretion, and only if there is an identified fault in the product and the customer has complied with Adept’s approved maintenance schedules and procedures, and the product has not been subject to abuse. The Company provides for the estimated cost of product warranties at the time revenue is recognized. Factors that affect the Company’s warranty liability include the number of installed units, historical and anticipated rates of warranty claims, and costs per claim for repair or replacement. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its components suppliers, the Company’s warranty obligation is affected by product failure rates, material usage and service labor and delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage, service labor or delivery costs differ from the Company’s estimates, revisions to the estimated warranty liability would be required.

Changes in the Company’s warranty liability are as follows (in thousands):

	June 30,
	2012			2011
Balance at beginning of period	$	1,116		$	1,328
Warranties issued	773			738
Warranty claims	(646		)	(950		)
Balance at end of period	$	1,243		$	1,116

Accounts Receivable and Allowance for Doubtful Accounts

Adept manufactures and sells its products to system integrators, end users and OEMs in diversified industries. Adept performs ongoing credit evaluations of its customers and generally does not require collateral. However, Adept may require customers to make payments in advance of shipment or to provide a letter of credit under certain circumstances.

Adept maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments, and such losses have been within management’s expectations. Adept assesses the customer’s ability to pay based on a number of factors, including its past transaction history with the customer and creditworthiness of the customer. Management specifically analyzes accounts receivable and historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in the Company’s customer payment terms when evaluating the adequacy of the allowances for doubtful accounts. If the financial condition of the customers were to deteriorate in the future, resulting in an impairment of their ability to make payments, additional allowances may be required. Uncollectible accounts receivable are written off against the allowance for doubtful accounts when all efforts to collect them have been exhausted, and recoveries are recognized when they are received.

Adept’s policy is to record specific allowances against known doubtful accounts. An additional allowance is also calculated based on 0.5% of consolidated accounts receivable. Specific allowances are netted out of the respective receivable balances for purposes of calculating this additional allowance. On an ongoing basis, Adept evaluates the creditworthiness of customers and, should the default rate change or the financial positions of Adept customers change, Adept may increase this additional allowance percentage. Amounts charged to bad debt expense were $150,000 and $495,000 in fiscal 2012 and fiscal 2011, respectively.

Property and Equipment

Property and equipment are recorded at cost.

The components of property and equipment are summarized as follows (in thousands):

	June 30,
	2012			2011
Cost:
Machinery and equipment	$	5,097		$	4,927
Computer equipment	5,449			5,422
Office furniture and equipment	1,007			968
Software development costs	2,688			2,041
	14,241			13,358
Accumulated depreciation and amortization	(11,949		)	(11,589		)
Property and equipment, net	$	2,292		$	1,769

During fiscal 2012, assets with a cost basis of $124,000 net of accumulated depreciation of $108,000 were sold. Accordingly, a gain on disposal of property and equipment of $100,000 was recorded in the accompanying statement of operations.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from three to five years.

Capitalization of Software Development Costs

The Company begins capitalizing software development costs upon the establishment of technological feasibility, which is established upon the completion of a working model or a detailed program design. Costs incurred prior to technological feasibility are charged to expense as incurred. Capitalization ceases when the product is considered available for general release to customers. Capitalized software development costs are amortized to costs of revenues over the estimated economic lives of the software products based on product life expectancy. Generally, estimated economic lives of the software products do not exceed three years. The Company capitalized $647,000 and $366,000 of software development costs in fiscal 2012 and 2011, respectively.

Long-Lived Assets

Goodwill and Purchased Intangible Assets. Goodwill is recorded when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired. Acquisition-related intangible assets with finite lives are amortized on a straight-line basis over their economic lives.

Goodwill is measured and tested for impairment on an annual basis at a reporting unit level at the end of Adept’s fiscal year or more frequently if the Company believes indicators of impairment exist. Adept has chosen June 30^th as the annual date to perform the goodwill evaluation. Triggering events for impairment reviews may include indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in the Company’s market capitalization. The performance of the test involves a two-step process. The first step requires comparing the fair value of each of Adept’s reporting units to its net book value, including goodwill. We have defined our reporting units at the business unit level, one level below our reportable segments. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and forecasted operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable. Actual future results may differ from those estimates. Future competitive, market and economic conditions could negatively impact key assumptions including our market capitalization or the carrying value of our net assets which could require us to realize an impairment of our goodwill and intangible assets.

A potential impairment exists if the fair value of the reporting unit is lower than its net book value. The second step of the process is only performed if a potential impairment exists, and it involves determining the difference between the fair value of the reporting unit’s net assets other than goodwill to the fair value of the reporting unit and if the difference is less than the net book value of goodwill, an impairment exists and is recorded.

Adept performed the annual testing for fiscal 2012 as of June 30, 2012 for the MobileRobots and Packaging Solutions reporting units, which based on Adept’s reporting structure, were the reporting units identified for testing. No other reporting units had goodwill at June 30, 2012. A discounted cash flow model was used to perform step one of the annual testing, and the testing concluded there was no potential impairment at June 30, 2012 for either reporting unit, and as such no impairment charge was recognized.

Impairment of Long-Lived Assets. Adept reviews the carrying values of long-lived assets whenever events or changes in circumstances, such as significant decreases in the market price, reductions in demand, lower projections of profitability, significant changes in the manner of the Company’s use of acquired assets, or significant negative industry or economic trends, indicate that the net book value of an asset may not be recovered through expected future cash flows from its use and eventual disposition. If this review indicates the carrying value of the asset exceeds the fair value and the carrying amount of the asset is not recoverable, an impairment loss is recognized by writing down the impaired asset to its fair value, which is typically calculated using: (i) quoted market prices and/or (ii) discounted expected future cash flows utilizing a discount rate. At June 30, 2012, Adept analyzed a number of factors, including profitability projections, economic trends and market price in regards to the Company’s intangible assets, and determined a review of the carrying value of the intangible assets was not necessary.

Adept’s long-lived assets consist of fixed assets, including capitalized software development costs, of $2.3 million and $1.8 million (net of depreciation) at June 30, 2012 and 2011, respectively, and $4.7 million and $5.1 million of goodwill and other intangible assets (net of amortization) at June 30, 2012 and 2011, respectively. The Company acquired $2.4 million of goodwill and intangible assets in the fourth quarter of fiscal 2010 as part of the MobileRobots acquisition, and acquired an additional $2.8 million in the third quarter of fiscal 2011 as part of the acquisition of InMoTx. In addition, at June 30, 2011 the Company increased the MobileRobots purchase price allocation for goodwill by $307,000 to record a reduction in deferred tax assets related to the completion of the MobileRobots tax return filings for 2010.

Revenue Recognition

The Company generates revenues primarily from sales of production automation equipment and parts, and to a lesser extent from support and service activities associated with this equipment. Non-software product revenue consists primarily of sales of robots, refurbished robots and spare parts. Adept recognizes non-software product revenue when persuasive evidence of a non-cancelable arrangement exists, delivery has occurred and/or services have been rendered, the price is fixed or determinable, collectability is reasonably assured, legal title and economic risk is transferred to the customer, and when an economic exchange has taken place. The Company uses the signed purchase contract or purchase order as evidence of an arrangement. Product revenues are normally recognized at the point of shipment from Adept facilities since title and risk of loss passes to the customers at that time. Customers have no right of return other than for product defects covered by Adept’s warranty. Adept maintains a warranty liability based on its historical warranty experience and management’s best estimate of Adept’s warranty liability at each balance sheet date. There are no acceptance criteria on Adept’s standard non-software products. The Company does not deem the fee to be fixed or determinable where a significant portion of the price is due after Adept’s normal payment terms, which are 30 to 90 days from the invoice date. In recording revenue, management exercises judgment about the collectability of receivables based on a number of factors, including the customer’s past payment history and its current creditworthiness. If the Company concludes that collection is not reasonably assured, then the revenue is deferred until the uncertainty is removed, generally upon receipt of payment. The Company’s experience is that it has been able to reliably determine whether collection is reasonably assured.

Adept’s robots and controllers have features that are enabled or enhanced through the use of software enabling tools and other software elements, which are embedded within its robot and controller products. Adept’s software enabling tools or other software elements do not operate independently of the robots or controllers, and they are not sold separately and cannot be used without the robots or controllers. The Company also sells optional software used to enhance capability of its products. Adept believes that the software component of its products is incidental to its products and services taken as a whole.

Service and Support revenue consists primarily of sales of spare parts and refurbished robots. Service revenue also includes training, consulting and customer support, the latter of which includes all field service activities; i.e., maintenance, repairs, system modifications or upgrades. Revenues from training and consulting are recognized at the time the service is performed and the customer has accepted the work. These services are not essential to the product functionality and, therefore, do not bear on the revenue recognition policy for Adept’s component products.

Deferred revenues represent payments received from customers in advance of the delivery of products and/or services, or before the satisfaction of all revenue recognition requirements enumerated above, as well as cases in which the Company has invoiced the customer but cannot yet recognize the revenue for the same reasons discussed above.

Revenue for robot refurbishment relates to Adept-owned or customer-owned refurbished robots and components. Adept receives parts returned from customers under warranty contracts, or Adept purchases surplus used parts available from customers or suppliers. These parts traditionally have a lower cost, and internal analysis indicates that on average Adept pays a percentage of the new part cost to acquire these components. The standard cost for acquired parts is therefore set at such percentage of cost. By contrast, the cost basis starting point for customer-owned refurbished or repaired robots is zero since Adept does not own the robots. For all refurbishment and remanufacturing Adept tracks all related costs and activities (materials and labor) required to bring the robots up to standard using work orders. This revenue stream is included within the Services and Support segment.

Shipping and Handling

Adept manages incoming and outgoing product shipments through a third party shipping manager. Outgoing product is primarily shipped by customer-selected carriers and freight costs are billed directly to the customer. Incoming material is usually shipped via Adept-selected carriers with freight cost incurred by Adept and recorded as cost of revenues, as title transfers at time of shipment.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade receivables. The Company places its cash and cash equivalents with high credit-quality financial institutions. The Company invests its excess cash primarily in money market mutual funds. Adept has established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety and liquidity. The Company is exposed to credit risk in the event of default by the financial institutions holding the cash and cash equivalents to the extent of the amount recorded on the consolidated balance sheets in excess of insured limits.

Adept manufactures and sells its products to system integrators, end users and OEMs in diversified industries. Adept performs ongoing credit evaluations of its customers and does not require collateral. However, Adept may require customers to make payments in advance of shipment or to provide a letter of credit. In fiscal year 2012, one disk drive customer accounted for 7% of the Company’s revenues and one primarily solar customer accounted for 6%, and in fiscal year 2011, one mainly solar customer accounted for 8% of revenues. The Company’s business segments and, thus financial results, are not generally dependent upon any single customer. Therefore, the loss of a single customer in the future would not be expected to have a material adverse effect on the Company.

At June 30, 2012, two customers accounted for 17% of net accounts receivable. At June 30, 2011, two customers accounted for 15% of net accounts receivable.

Research, Development and Engineering Costs

Research, development and engineering (“R&D”) costs are expensed as incurred, with the exception of software development costs incurred subsequent to establishing technological feasibility and up to the general release of the software products that are capitalized. Technological feasibility is demonstrated by the completion of a working model or a detailed program design. Capitalized costs are amortized on a straight-line basis over either two or three years, whichever term is the estimated life of the software product.

Advertising Costs

Advertising costs are expensed in the period incurred. Advertising costs were $57,000 in 2012 and $58,000 in 2011, respectively. The Company does not incur any direct response advertising costs.

Income Taxes

The liability method is used to account for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is expected to be realized on a more-likely-than-not basis. Deferred tax expense results from the change in the net deferred tax asset or liability between periods.

Net Loss Per Share

Basic EPS excludes dilution and is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then participates in the earnings (loss) of the Company. Unless their effect is antidilutive, dilutive common equivalent shares consist of stock options and restricted stock calculated using the treasury stock method. Loss per share was determined as follows (in thousands, except per share data):

	June 30,
	2012			2011
Net loss	$	(3,723	)	$	(6,764	)
Basic and diluted:
Weighted average number of shares used in computing basic and diluted per share amounts	9,386			8,802
Basic and diluted net loss per share	$	(0.40	)	$	(0.77	)

If the Company had reported net income for the year ended June 30, 2012, the calculation of diluted earnings per share would have included additional common equivalent shares of approximately 201,745 related to outstanding employee stock options not included above. If the Company had reported net income for the year ended June 30, 2011, the calculation of diluted earnings per share would have included additional common equivalent shares of approximately 760,018 related to outstanding employee stock options not included above.

The computation of diluted net loss per share for fiscal 2012 and 2011 does not include additional options to purchase 968,091 and 822,170 shares, respectively, because the effect of their inclusion would be anti-dilutive based on their respective exercise prices.

Contingencies

If Adept determines, after consideration of all known facts and consultation with legal counsel, that a loss related to the potential matter is neither probable nor cannot be reasonably determined or estimated as of the date of issuance of its fiscal period-end reports, the Company would not accrue for the potential liability. If a loss is material and reasonably possible related to the matter, the Company would disclose the relevant facts of the matter along with an estimated loss amount or range if such amount or range can be reasonably determined or estimated. There are no material contingencies identified by Adept at June 30, 2012.

New Accounting Pronouncements

In September 2011, the FASB issued an update to Accounting Standards Codification Topic 350, Intangibles, Goodwill and Other (“ASC 350”), amending the process used to determine whether the two-step quantitative goodwill impairment test needs to be performed. The update states that an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendment is effective for annual and interim impairment tests for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. Adept anticipates ASC 350 may change the Company's determination on when the two-step impairment testing is performed on goodwill and intangible assets, however adoption is not expected to have an impact to the Company's financial position.

In December 2011, the FASB issued an update to Accounting Standards Codification Topic 210, Balance Sheet (“ASC 210”), amending the requirement for an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. This information will enable users of an entity's financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of rights of set off associated with certain financial instruments and derivative instruments. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The adoption is not expected to have an impact on the Company's financial position.

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2012	Jun. 30, 2011
Allowance for doubtful accounts	$ 629	$ 698
Preferred stock, par value	$ 0.001	$ 0.001
Preferred shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock shares authorized	19,000,000	19,000,000
Common shares issued	10,534,000	9,750,000
Common shares outstanding	10,529,019	9,745,000
Treasury Stock Shares	5,000	5,000

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Segment Information

12 Months Ended

Jun. 30, 2012

Segment Reporting [Abstract]

Segment Information

11. Segment Information

The Company discloses certain information regarding operating segments, products and services, geographic areas of operation and major customers. This reporting is based upon the “management approach”: how management organizes the Company’s operating segments for which separate financial information is (i) available and (ii) evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Adept’s chief operating decision maker is its Chief Executive Officer, or CEO.

Adept’s business is focused towards delivering intelligent flexible production automation products, components and services for assembly, packaging, material handling and lab automation applications under two operating segments: Robotics and Services and Support.

• The Robotics segment provides intelligent motion control systems, production automation software, including vision-guidance and application software, and robot mechanisms to customers.

• The Services and Support segment provides support services to customers including: spare parts for, and/or remanufacture of, robot mechanisms; information regarding the use of the Company’s automation equipment; ongoing support of installed systems; consulting services for applications; and training courses ranging from system operation and maintenance to advanced programming, geared towards manufacturing engineers who design and implement automation lines.

The Company evaluates performance and allocates resources based on segment revenue and segment operating income (loss). Segment operating income (loss) is comprised of income before unallocated research, development and engineering expenses, unallocated selling, general and administrative expenses, interest income, and interest and other expenses.

Management does not fully allocate research, development and engineering expenses and selling, general and administrative expenses when making capital spending and expense funding decisions or assessing segment performance. There is no inter-segment revenue recognized. Transfers of materials or labor between segments are recorded at cost.

Segment information for total assets and capital expenditures is not presented as such information is not used in measuring segment performance or allocating resources between segments.

The following table summarizes the Company’s segment results (in thousands):

	Fiscal Years Ended
	June 30, 2012			June 30, 2011
Revenue:
Robotics	$	54,815		$	45,129
Services and Support	11,404			12,376
Total revenue	$	66,219		$	57,505
Operating income (loss):
Robotics	$	9,461		$	4,195
Services and support	2,837			2,511
Segment profit	12,298			6,706
Unallocated research, development and engineering and selling, general and administrative expenses	(13,713		)	(12,203		)
Restructuring charges, net	(1,256		)	(662		)
Amortization of other intangible assets	(466		)	(349		)
Interest expense, net	(250		)	(124		)
Currency exchange loss	(732		)	(188		)
Loss before income taxes	$	(4,119	)	$	(6,820	)

Management also assesses the Company’s performance, operations and assets by geographic areas, and, therefore, revenue and long-lived assets related to continuing operations are summarized in the following table (in thousands):

	Fiscal Years Ended June 30,
	2012		% of total		2011		% of total
Revenue:
United States	$	18,259	28	%	$	16,728	29	%
Europe	32,212		49	%	29,185		51	%
Asia	12,815		19	%	10,581		18	%
Other countries	2,933		4	%	1,011		2	%
Total International	47,960		72	%	40,777		71	%
Total	$	66,219	100	%	$	57,505	100	%

Assets

The following table summarizes the Company’s long-lived asset balances as follows (in thousands):

	June 30, 2012		June 30, 2011
Long-lived assets:
United States	$	1,997	$	1,492
All other countries	416		396
Total long-lived assets	$	2,413	$	1,888

Goodwill

At June 30, 2012, Adept had $3.0 million in goodwill due to the acquisition of MobileRobots in the fourth quarter of fiscal 2010, and the acquisition of InMoTx in the third quarter of fiscal 2011. All of the goodwill is carried in the Robotics segment, and none is allocated to the Service and Support segment.

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Document and Entity Information Document (USD $)	12 Months Ended
	Jun. 30, 2012	Sep. 19, 2012	Dec. 31, 2011
Document Information [Line Items]
Entity Registrant Name	Adept Technology Inc
Entity Central Index Key	0000865415
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Document Type	10-K
Document Period End Date	Jun. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		10,558,841
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 17,467,824

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Subsequent Events (Notes)

12 Months Ended

Jun. 30, 2012

Subsequent Events [Abstract]

Subsequent Events

12. Subsequent Events

Fiscal 2012 and 2013 Performance Plans

On September 20, 2012, the Compensation Committee of the Board adopted the Fiscal 2013 Performance Plan pursuant to which 170,000 restricted shares may be granted under the 2005 Equity Incentive Plan following fiscal 2013 if certain performance criteria are met. The Company will measure performance using an adjusted EBITDA measurement similar to that used for prior performance plans but without making an adjustment to EBITDA for restructuring expense (if any). The Compensation Committee also granted 175,000 restricted shares to participants in the Fiscal 2012 Performance Plan on a discretionary basis as the plan's adjusted EBITDA target was not met but adjusted EBITDA excluding currency expense exceeded plan targets

Executive Officer Compensation

On September 20, 2012, the Compensation Committee of the Board approved fiscal 2013 salaries for its executive officers, including a 10% salary reduction from fiscal 2012 salary levels to lower the operating expenses of the Company to help offset the impact of the slowdown in orders seen in the first fiscal quarter of 2013.  This reduction will be evaluated by the Compensation Committee during fiscal 2013 on the basis of the Company's revenue and expenses later in fiscal 2013.

Private Placement of Preferred Stock

On September 18, 2012, the Company issued 8,000 shares of Preferred Stock, at a price of $1,000 per share to Hale Capital for total gross proceeds to the Company of $8 million. The Preferred Stock was offered and sold to Hale Capital pursuant to an exemption from registration with the SEC under Rule 506 under the Securities Act of 1933, as amended. The Company received net proceeds of approximately $$7.6 million from the issuance of the Preferred Stock, after deducting estimated expenses payable by the Company. The total number of shares of Common Stock issuable upon conversion of the Preferred Stock and as dividends is not to exceed 19.9% of the Company's currently outstanding shares of Common Stock. Holders of Preferred Stock will be entitled to receive dividends payable quarterly in arrears payable, at the election of the Company either in cash or, subject to certain equity conditions, in Common Stock. Dividends on the Preferred Stock will accrue at Prime Rate (Wall Street Journal Eastern Edition) plus 3% (up to a maximum amount of 4%).

Each share of the Preferred Stock will be convertible, at the option of the holder and upon certain mandatory conversion events described below, at a conversion rate of $4.60.

If on or after the first anniversary of the issuance of the Preferred Stock, the Common Stock price exceeds the “Applicable Percentage” (meaning, 200% from the first anniversary to the second anniversary, 175% until the third anniversary, and 150% thereafter) for a consecutive 60 days, such price is maintained until conversion, and certain equity conditions providing that such shares of Common Stock issued upon conversion can be immediately saleable by the holders (the Equity Conditions”), the Company can convert the Preferred Stock up to an amount equal to the greater of the then-one week trading volume of the Common Stock (the “Volume Limit”) or the amount of an identified bona fide block trade at a price not less than the then-current market price.

Starting 18 months after issuance of the Preferred Stock, if the trading price of the Common Stock is more than 110% of the conversion price for a specified period, the Company may convert up to 10% of the Preferred Stock issued pursuant to the Securities Purchase Agreement per quarter at 100% of the original price plus the amount of any accrued and unpaid dividends, subject to a maximum conversion equal to the Volume Limit per month and subject to the Equity Conditions. The ability to require conversion requires that the Company (i) maintains on deposit such amount of cash and cash equivalents and (ii) satisfies such EBITDA threshold, in each case as is mutually determined by the Company and Silicon Valley Bank and reasonably acceptable to Hale Capital. If the Company cannot convert the Preferred Stock due to its failure to satisfy the conditions, then it may redeem the shares for cash at the same price subject to agreement of the Holder.

Upon certain triggering events, such as bankruptcy, insolvency or a material adverse effect or failure of the Company to issue shares upon conversion of the Preferred Stock in accordance with its obligations, the Holders may require the Company to redeem all or some of the Preferred Stock at a price equal to 100% of the conversion amount, and in certain events, the higher trading price of the Common Stock underlying the Preferred Stock between the date of the redemption notice and redemption, plus accrued and unpaid dividends.

On or after September 30, 2016, each holder can require the Company to redeem its Preferred Stock in cash at a price equal to 100% of the conversion amount being redeemed plus accrued and unpaid dividends.

Election of Director

On September 18, 2012, Martin Hale Jr. became a member of the Adept Board of Directors. Mr. Hale was designated by Hale Capital as a nominee for election to serve on the Board pursuant to its rights in the Side Letter Agreement entered into in connection with Adept's preferred stock financing consummated on the same date.

Amendments to Silicon Valley Bank Loan Agreements

On September 5 and September 18, 2012, Adept entered into amendments to its Loan and Security Agreement, dated May 1, 2009 (as previously amended), for its revolving line of credit with Silicon Valley Bank (“SVB”). The revolving line of credit and recent amendments are also described in this annual report on Form 10-K under the section entitled “Liquidity and Capital Resources”.

The September 18, 2012 amendment modified the financial covenants Adept must meet during the term of the Revolving Line. As modified, Adept must maintain (a) liquidity (domestic cash plus the available domestic borrowing base, measured monthly) of at least $5 million (previously $3.5 million), and (b) minimum aggregate rolling six-month EBITDA (measured at the end of each fiscal quarter for the six months ending on such date and applying the EBITDA definition set forth in the Loan and Security Agreement) equal to or exceeding specified amounts for each quarter (which are lower than the amounts applicable prior to this amendment). The quarterly EBITDA amounts in the Loan and Security Agreement are minimum amounts for financial covenant purposes only, and do not represent projections of Adept's financial results.

The Loan and Security Agreement requires Adept to cause its U.S. customers to transmit payments on accounts receivable to a lockbox account at SVB. During the second quarter of 2012, SVB began applying all qualifying daily domestic cash receipts on either the next or second business day to repay outstanding obligations under the Loan and Security Agreement with any excess transferred to Adept's deposit account with SVB. In February 2012, the Loan and Security Agreement was amended to perpetuate this mechanism for applying cash receipts and remove the threshold that previously triggered it. The September 18, 2012 amendment reinstituted a new threshold so that Adept is no longer automatically subject to this mechanism, and will become subject to it if Adept fails to meet the threshold. Under this amendment, if Adept's liquidity (domestic cash plus the available domestic borrowing base) is $7.5 million or above and there is no event of default under the revolving line, SVB will transfer all collections from the lockbox account to Adept's deposit account. If Adept's liquidity falls below $7.5 million, SVB will first apply all collections from this lockbox account toward repayment of Adept's obligations to SVB, and then transfer any excess to Adept's designated deposit account with SVB. Adept may continue to borrow funds under the revolving line if there is available borrowing base to do so, and Adept meets the other conditions precedent for borrowing set forth in the loan documents. A collateral monitoring fee of $850 per month, which was payable every month pursuant to the February 2012 amendment, is now payable only if Adept's liquidity falls below $7.5 million and if there is any principal or interest outstanding under the revolving line of credit during the month.

The September 5 amendment modifies certain covenants in the revolving line to permit Adept to meet dividend payment and mandatory redemption provisions under the terms, rights, obligations and preferences of the preferred stock issued to Hale Capital. This amendment also requires SVB approval before certain specified types of changes may be made to the terms, rights, obligations and preferences of the preferred stock.

Adept paid a $25,000 fee to SVB in September 2012, and will pay certain bank expenses, in connection with entry into the September amendments.

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Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Income Statement [Abstract]
Revenues	$ 66,219	$ 57,505
Cost of revenues	38,219	32,604
Gross margin	28,000	24,901
Operating expenses:
Research, development and engineering	8,714	8,209
Selling, general and administrative	20,701	22,189
Restructuring charges, net	1,256	662
Amortization of other intangible assets	466	349
Total operating expenses	31,137	31,409
Operating loss	(3,137)	(6,508)
Foreign currency exchange loss	(732)	(188)
Interest income	20	9
Interest expense	(270)	(133)
Loss before benefit from income taxes	(4,119)	(6,820)
Benefit from income taxes	(396)	(56)
Net loss	(3,723)	(6,764)
Basic and diluted net loss per share	$ (0.40)	$ (0.77)
Number of shares used in computing basic and diluted per share amounts	9,386	8,802
Comprehensive loss
Net loss	(3,723)	(6,764)
Foreign currency translation adjustment	(824)	1,021
Total comprehensive loss	$ (4,547)	$ (5,743)

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Financing Arrangements

12 Months Ended

Jun. 30, 2012

Debt Disclosure [Abstract]

Financing Arrangements

6. Financing Arrangements

Adept has a revolving line of credit with Silicon Valley Bank, or SVB. Adept originally entered into the Loan and Security Agreement and related agreements for the revolving line in May 2009. In March 2011, Adept entered into an additional Loan and Security Agreement (EX-IM Loan Facility) and related agreements with SVB, pursuant to which a portion of the revolving line (the “EX-IM Line”) is guaranteed by the Export-Import Bank of the United States, and Adept is able to borrow against foreign accounts receivable and export-related inventory. In February 2012, Adept entered into amendments to the May 2009 Loan and Security Agreement (as previously amended), the March 2011 Loan and Security Agreement (EX-IM Loan Facility) and related agreements. See “Subsequent Events” for a discussion of further changes to the May 2009 Loan and Security Agreement, including revisions to the financial covenants, pursuant to additional amendments entered into in September 2012. The revolving line of credit and recent amendments are also described in this annual report on Form 10-K under the section entitled “Liquidity and Capital Resources”.

The February 2012 amendments extended the maturity date of the EX-IM Line from March 24, 2012 to March 25, 2013, removed a sublimit under the domestic portion of the revolving line for foreign exchange contracts, cash management services and letters of credit, and modified the financial covenants Adept must meet during the term of the revolving line. As modified, Adept was required to maintain (a) liquidity (domestic cash plus the available domestic borrowing base) of at least $3.5 million, and (b) minimum aggregate quarterly EBITDA (measured at the end of each fiscal quarter and applying a definition set forth in the Loan and Security Agreement) equal to or exceeding specified amounts (which are lower than the amounts applicable prior to the February 2012 amendments) for each fiscal quarter beginning December 2011. The quarterly EBITDA amounts in the Loan and Security Agreement are minimum amounts for financial covenant purposes only, and do not represent projections of Adept's financial results.

The Loan and Security Agreement requires Adept to cause its U.S. customers to transmit payments on accounts receivable to a lockbox account at SVB. During the second quarter of 2012, SVB began applying all qualifying daily domestic cash receipts on either the next or second business day to repay outstanding obligations under the Loan and Security Agreement with any excess transferred to Adept's deposit account with SVB. In February 2012, the loan documents were amended to perpetuate this mechanism for applying cash receipts and remove the threshold that previously triggered it. Adept remained subject to this mechanism for applying cash receipts until September 2012 (see “Subsequent Events”). The maturity date for borrowings under the revolving line is March 25, 2013. Adept is able to re-borrow funds under the revolving line to the extent there is available borrowing base to do so, and Adept meets the other conditions precedent for borrowing set forth in the loan documents.

At June 30, 2012, Adept had an outstanding principal balance of $5.5 million under the revolving line. Adept paid a $50,000 facility fee and certain bank expenses in connection with the February amendments of the loan documents and the renewal of the EX-IM Line. In the third quarter of fiscal 2011, Adept incurred $98,000 in legal and bank fees to amend the line of credit facility. These costs were deferred and are being amortized into interest expense over the life of the facility. Based on operating needs, strategic activities and other factors, the Company may further utilize the line of credit in the future.

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Goodwill and Other Intangible Assets (Notes)

12 Months Ended

Jun. 30, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

5. Goodwill and Other Intangible Assets

On January 10, 2011, the Company completed the acquisition of InMoTx. Goodwill of $1.4 million and intangible assets of $1.3 million were acquired as a result of the acquisition. Of the $1.3 million in intangible assets, $1.1 million was assigned to developed technology to be amortized over seven years, and $231,000 was assigned to trademarks and trade names to be amortized over three years.

On June 25, 2010, Adept acquired all outstanding common shares of MobileRobots. Goodwill of $1.2 million and intangible assets of $1.2 million were acquired as a result of the acquisition of MobileRobots. Of the $1.2 million in intangible assets, $830,000 was assigned to patents to be amortized over five to ten years and $340,000 was assigned to the customer base to be amortized over three years. In addition, at June 30, 2011, the Company increased the MobileRobots purchase price allocation for goodwill by $307,000 to record a reduction in deferred tax assets related to the completion of the MobileRobots tax return filings for 2010.

The following is a summary of the gross carrying amount, the accumulated amortization and the aggregate amortization expense related to the intangible assets subject to amortization for fiscal 2011 and 2012 (in thousands):

	June 30, 2012							June 30, 2011
	Gross Assets		Accumulated Amortization			Net Carrying Amount		Gross Assets		Accumulated Amortization			Net Carrying Amount
Developed Technology/Patents, MobileRobots	$	830	$	(238	)	$	592	$	830	$	(119	)	$	711
Customer Base, MobileRobots	340		(226		)	114		340		(113		)	227
Developed Technology, InMoTx	1,100		(236		)	864		1,100		(79		)	1,021
Trademarks/Trade names, InMoTx	231		(115		)	116		231		(38		)	193
Total	$	2,501	$	(815	)	$	1,686	$	2,501	$	(349	)	$	2,152

Amortization expense totaled $466,000 and $349,000 during fiscal 2012 and 2011, respectively.

A summary of future amortization as of June 30, 2012 follows (in thousands):

	Year 1		Year 2		Year 3		Year 4		More than 5 Years		Total
Developed Technology/Patents, MobileRobots	$	119	$	119	$	119	$	119	$	116	$	592
Customer Base, MobileRobots	113		1		—		—		—		114
Developed Technology, InMoTx	157		157		157		157		236		864
Trademarks/Trade names, InMoTx	77		39		—		—		—		116
Total	$	466	$	316	$	276	$	276	$	352	$	1,686

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Acquisitions (Tables)

12 Months Ended

Jun. 30, 2012

InMoTx, Inc. [Member]

Business Acquisition [Line Items]

Schedule of Purchase Price Allocation

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

	At January 10, 2011
Current assets	$	88
Property and equipment		60
Inventory		370
Other long-term assets		14
Intangible assets		1,331
Goodwill		1,440
Total assets acquired	$	3,303
Current liabilities	$	681
Long-term debt		54
Total liabilities assumed	$	735
Net assets acquired	$	2,568

MobileRobots [Member]

Business Acquisition [Line Items]

Schedule of Purchase Price Allocation

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

	At June 25, 2010
Current assets	$	1,196
Property and equipment		91
Intangible assets		1,170
Goodwill		1,186
Total assets acquired	$	3,643
Current liabilities	$	515
Long-term debt		10
Total liabilities assumed	$	525
Net assets acquired	$	3,118

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Schedule II

12 Months Ended

Jun. 30, 2012

Valuation and Qualifying Accounts [Abstract]

Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]

SCHEDULE II

ADEPT TECHNOLOGY, INC.

VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

Description	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Deductions (1)			Balance at End of Period
Year ended June 30, 2011:
Allowance for doubtful accounts	$	505	$	495	$	(302	)	$	698
Year ended June 30, 2012:
Allowance for doubtful accounts	$	698	$	150	$	(219	)	$	629

(1) Includes write-offs, net of recoveries.

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Employee Savings and Investment Plan

12 Months Ended

Jun. 30, 2012

Compensation and Retirement Disclosure [Abstract]

Employee Savings and Investment Plan

9. Employee Savings and Investment Plan

The Company maintains a 401(k) savings and investment plan in which all employees are eligible to participate. On August 31, 2010, a 401(k) match of up to $500 per year per employee was approved by the Compensation Committee of the Company’s Board of Directors.

In fiscal 2012 and 2011, the Company expensed $59,000 and $87,000, respectively, in 401(k) matching benefits.

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Segment Information Revenue by Geographic Area (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Revenue [Abstract]
Revenue	$ 66,219	$ 57,505
% of total	100.00%	100.00%
United States [Member] | Revenue [Member] | Geographic Concentration Risk [Member]
Revenue [Abstract]
Revenue	18,259	16,728
% of total	28.00%	29.00%
Total International | Revenue [Member] | Geographic Concentration Risk [Member]
Revenue [Abstract]
Revenue	47,960	40,777
% of total	72.00%	71.00%
Europe [Member] | Revenue [Member] | Geographic Concentration Risk [Member]
Revenue [Abstract]
Revenue	32,212	29,185
% of total	49.00%	51.00%
Asia [Member] | Revenue [Member] | Geographic Concentration Risk [Member]
Revenue [Abstract]
Revenue	12,815	10,581
% of total	19.00%	18.00%
Other countries [Member] | Revenue [Member] | Geographic Concentration Risk [Member]
Revenue [Abstract]
Revenue	$ 2,933	$ 1,011
% of total	4.00%	2.00%

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Commitments and Contingencies (Notes)

12 Months Ended

Jun. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

7. Commitments and Contingencies

Commitments

Future minimum lease payments under non-cancelable operating leases with original terms in excess of one year as of June 30, 2012 are as follows (in thousands):

Fiscal Year
2013	$	1,998
2014	1,569
2015	1,493
2016	852
2017	192
Thereafter	245
Total minimum lease payments	$	6,349

Rent expense was $2.0 million in fiscal 2012 and $2.0 million in fiscal 2011.

Adept’s headquarters and its U.S. research and development and manufacturing operations are located in two leased buildings of approximately 56,891 total square feet in Pleasanton, California. The first lease agreement, which is related to Adept’s principal executive offices, is for premises of 33,864 square feet, with a right of first offer on 11,059 additional square feet in Pleasanton, California for a term of seven years ending December 31, 2015 and an option to extend for an additional five-year period. Annual rent payments were $690,826 initially in 2009, subject to a 3% annual increase. During the second quarter of fiscal 2012, we received a four month rent abatement on this lease in exchange for the removal of a clause in the lease which allowed for termination by the leasee on the fifth year, the savings of which will be recognized over the remaining life of the lease through December 31, 2015. The annual rent savings from the abatement is approximately $55,000. The second leased building is located near Adept’s executive offices and is used for the Company’s manufacturing operations. The leased square feet of this building is 23,027. This lease is for a seven-year term ending January 2014 with an option to extend for an additional five-year period, for initial annual rent of $414,486 in 2009, subject to a 3% annual increase. This lease also includes a right of first offer on 12,000 additional square feet. Adept also leases facilities for sales and operations in Dortmund, Germany. Other leased Adept facilities include Amherst, New Hampshire; Wissous and Annecy, France; Shanghai, China, and Singapore. All of Adept’s facilities are used by both of the Company’s two reportable business segments.

At June 30, 2012, Adept had one material capital lease obligation with a bargain purchase option totaling $1.00, which is included in other accrued liabilities and other long-term liabilities. The lease term is for three years, and bears an implied interest rate of 9.437%.

At June 30, 2012, Adept had $9.6 million of inventory purchase obligations. Purchase obligations are in the form of purchase orders, generally for custom components and sub-assemblies. These purchase orders typically cannot be canceled by Adept without penalty. Penalties may range up to 30% of the canceled order, but cancellations are not common and the Company's usual practice is to reschedule delivery dates if adjustment is needed.

Legal Proceedings

From time to time, Adept is party to various legal proceedings or claims, either asserted or unasserted, which arise in the ordinary course of our business. We have reviewed pending legal matters and believe that the resolution of these matters will not have a material effect on our business, financial condition or results of operations.

Adept has in the past received communications from third parties asserting that we have infringed certain patents and other intellectual property rights of others, or seeking indemnification against alleged infringement. Adept received such a letter in June 2012 from a third party alleging unauthorized use of proprietary information disclosed pursuant to a nondisclosure agreement with such third party in connection with a product offering by Adept to semiconductor customers and requesting that Adept cease and desist the alleged use of such intellectual property and proprietary information and explain its activities in connection with such products to determine if such activities infringe on certain of the party's patents. While it is not feasible to predict or determine the likelihood or outcome of any actual or potential actions from such assertions against us for this or other matters, Adept has assessed this matter and based upon its assessment, believes the claims are without merit.

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Stockholders' Equity

12 Months Ended

Jun. 30, 2012

Stockholders' Equity Note [Abstract]

Stockholders' Equity

8. Stockholders’ Equity

Preferred Stock

The Board of Directors has the authority to issue, without further action by the stockholders, up to 1.0 million shares of preferred stock in one or more series and to fix the price, rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting a series or the designation of such series, without any further vote or action by the Company’s stockholders. The issuance of preferred stock, while providing desirable flexibility in connection with possible financings, acquisitions and other corporate purposes, could have the effect of delaying, deferring or preventing a change in control of the Company without further action by the stockholders and may adversely affect the market price of, and the voting and other rights of, the holders of common stock. No shares of preferred stock were outstanding at June 30, 2012.

On September 18, 2012, the Company issued 8,000 shares of Preferred Stock, at a price of $1,000 per share to Hale Capital Partners, LP (“Hale Capital”) for gross proceeds of $8 million. The Company received net proceeds of approximately $7.6 million from the issuance of the Preferred Stock, after deducting estimated expenses payable by the Company. The total number of shares of Common Stock issuable upon conversion of the Preferred Stock and as dividends is not to exceed 19.9% of the Company's currently outstanding shares of Common Stock. Each share of the Preferred Stock is convertible, at the option of the holder, at a conversion rate of $4.60.

Common Stock

During the fourth quarter of fiscal 2012, the Company offered and sold 920,000 shares of its common stock, which includes full exercise of the over-allotment option of 120,000 shares, at a price of $4.00 per share, pursuant to an underwriting agreement with Roth Capital Partners, LLC, dated June 8, 2012. The shares were offered and sold under a prospectus supplement and related prospectus filed with the SEC pursuant to the Company's shelf registration statement on Form S-3.

The Company has reserved shares of common stock for future issuance at June 30, 2012 as follows (in thousands):

Stock options outstanding	1,473
Stock options and restricted stock available for grant	888
Employee stock purchase plan shares available for purchase	422
	2,783

Equity Incentive Plans

The following table summarizes employee incentive plan activities under the Company’s stock option and equity incentive plans (in thousands, except per share data):

							Options
	Available for Grant		No. of Options Outstanding		No. of Restricted Stock Outstanding		Aggregate Price			Weighted Average Exercise Price Per Share
Balance at June 30, 2010	854		1,236		9		$	8,915		$	7.22
Granted	(445	)	285		160		1,413			4.95
Canceled	153		(153	)	—		(2,642		)	17.28
Exercised	—		(36	)	—		(97		)	2.70
Vested	—		—		(50	)	—			—
Expired	(25	)	—		—		—			—
Forfeited due to cancellation or for taxes	32		—		(32	)	—			—
Balance at June 30, 2011	569		1,332		87		$	7,589		$	5.70
Shares added	750		—		—		—			—
Granted	(285	)	281		5		1,048			3.73
Canceled	110		(110	)	—		(1,018		)	9.25
Exercised	—		(30	)	—		(89		)	2.99
Vested	—		—		(56	)	—			—
Expired	(292	)	—		—		—			—
Forfeited due to cancellation or for taxes	36		—		(36	)	—			—
Balance at June 30, 2012	888		1,473		—		$	7,530		$	5.11

The following table summarizes information concerning outstanding and exercisable options at June 30, 2012:

	Options Outstanding				Options Exercisable
Range of Exercise Prices Per Share	Options Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Options Exercisable	Weighted Average Exercise Price
	(in thousands)	(years)	(per share)		(in thousands)	(per share)
$  1.50 - $  2.85	72	5.98	$	2.40	43	$	2.16
$  3.07 - $  3.07	408	6.46	3.07		300	3.07
$ 3.35 - $ 3.73	59	8.89	3.41		15	3.55
$ 3.78 - $ 3.78	168	9.16	3.78		38	3.78
$ 3.88 - $ 4.70	52	8.69	4.33		14	4.18
$ 4.86 - $ 4.86	183	8.17	4.86		84	4.86
$  5.00 - $  5.74	157	5.25	5.64		152	5.64
$  6.25 - $  8.07	159	4.04	7.54		159	7.54
$ 8.75 - $ 8.75	9	4.38	8.75		9	8.75
$ 9.48 - $ 13.94	206	5.91	9.65		195	9.66
$  1.50 - $ 13.94	1,473	6.65	$	5.11	1,009	$	5.64

Employee Stock Purchase Plan

The 2008 ESPP has overlapping 24-month offering periods that begin every six months, starting on the first trading day on or after November 1 and May 1 of each year. Each 24-month offering period is divided into foursix-month purchase periods. For every six-month purchase period, the plan allows eligible employees, through payroll deductions of a maximum of 15% of individual salary, to purchase up to a maximum of 1,200 shares of the Company’s common stock at 85% of fair market value on either the first day of the offering period or the last day of the purchase period, whichever is lower. As of June 30, 2012, there were 422,328 shares available for issuance under the 2008 Employee Stock Purchase Plan.

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Income Taxes (Notes)

12 Months Ended

Jun. 30, 2012

Income Tax Disclosure [Abstract]

Income Taxes

10. Income Taxes

The Company’s book income (loss) before income taxes for fiscal 2012 and 2011 were as follows (in thousands):

	Years Ended June 30,
	2012			2011
Domestic	$	(1,183	)	$	(4,468	)
Foreign	(2,936		)	(2,352		)
Total	$	(4,119	)	$	(6,820	)

The Company had no accumulated foreign earnings at June 30, 2012 or June 30, 2011.

The provision for income taxes consists of the following (in thousands):

	Years Ended June 30,
	2012			2011
Current:
Federal	$	(8	)	$	—
State	41			48
Foreign	(429		)	203
Total current	(396		)	251
Deferred:
Federal	—			(281		)
State	—			(26		)
Foreign	—			—
Total deferred	—			(307		)
Benefit from income taxes	$	(396	)	$	(56	)

The difference between the provision for (benefit from) income taxes and the amount computed by applying the federal statutory income tax rate to income (loss) before provision for (benefit from) income taxes is explained below (in thousands):

	Years Ended June 30,
	2012			2011
Tax at federal statutory rate	$	(1,440	)	$	(2,319	)
State taxes, net of federal benefit	112			225
Foreign taxes differential	(36		)	(216		)
Tax credits	(53		)	(195		)
Non-deductible meals and entertainment	25			29
Stock compensation	317			243
Non-deductible acquisition expense	—			79
Unrecognized tax benefits	(533		)	252
Imputed intercompany interest	282			253
Adjustments related to prior years	1,535			1,466
Purchase accounting	—			(1,189		)
Change in valuation allowance	(656		)	986
Other	51			330
Benefit from income taxes	$	(396	)	$	(56	)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

	Years Ended June 30,
	2012			2011
Deferred tax assets:
Net operating loss carryforwards	$	34,168		$	34,649
Tax credit carryforwards	1,530			1,501
Inventory valuation	567			823
Depreciation /amortization	975			1,145
Other accruals not currently deductible for tax purposes	1,652			1,627
Capitalized research and development expenses	39			118
Other	206			75
Total deferred tax assets	39,137			39,938
Valuation allowance	(38,627		)	(39,282		)
Net deferred tax assets	510			656
Deferred tax liabilities:
Purchased intangibles	(510		)	(656		)
Net deferred tax liabilities	(510		)	(656		)
Total net deferred tax liabilities	$	—		$	—

For financial reporting purposes, the Company's deferred tax assets have been fully offset by a valuation allowance due to uncertainties about the Company's ability to generate future taxable income. The change in the valuation allowance was a net increase (decrease) of $(0.7) million and $1.0 million for the periods ended June 30, 2012, and June 30, 2011, respectively.

The accumulated tax benefits associated with employee stock options provide a deferred benefit of approximately $1.6 million which has been fully offset by the valuation allowance. The deferred tax benefit associated with the employee stock options will be credited to additional paid-in capital when realized.

The reversal of previously accrued income taxes reflects management’s reassessment of the appropriate level of tax liabilities for the Company based on the Company’s current level of operating activities and recent filing of its federal, state, and certain international tax returns.

At June 30, 2012, the Company had net operating loss carryforwards for federal income tax purposes of approximately $92.0 million which will expire in 2022 through 2032 if unused. The Company had net operating loss carryforwards for California income tax purposes of approximately $39.8 million which will expire in 2014 through 2032. The Company had net operating loss carryforwards for other state income tax purposes of approximately $12.6 million. These other state net operating loss carryforwards will expire in the years 2021 through 2032 if unused.

The Company also has foreign net operating loss carryforwards of approximately $9.5 million, which have no expiration date.

The Company also had credit carryforwards of approximately $2.8 million for federal income tax purposes, and $5.5 million for state income tax purposes. The federal tax credit and a portion of the state tax credit will expire in 2013 through 2032 if unused.

Utilization of the net operating loss and credit carryforwards may be subject to a substantial annual limitation due to the change in ownership limitations provided in the Internal Revenue Code. The annual limitation may result in the expiration of the net operating losses and credits before utilization.

Effective July 1, 2007, Adept adopted ASC Topic 740-10, Accounting for Uncertainty in Income Taxes. The process involves evaluating if the income tax position will more than likely not sustain on technical merits if audited by an income tax authority. The more likely than not threshold is assessed assuming that the taxing authority will examine the income tax position having full knowledge of all relevant information. At June 30, 2012 the Company had $8.1 million of unrecognized tax benefits of which $0.4 million, if recognized, would reduce the Company’s effective tax rate.

Adept files income tax returns in the U.S. federal jurisdiction, California and various state and foreign tax jurisdictions in which the Company has a subsidiary or branch operation. The tax years 1998 to 2012 remain open to examination by the U.S. and state tax authorities, and the tax years 2006 to 2012 remain open to examination by the foreign tax authorities or until the statute of limitations lapses in each jurisdiction.

Adept’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of June 30, 2012, the Company had accrued interest or penalties associated with unrecognized tax benefits of approximately $32,000. The Company expects an increase to the estimated amount of the liability associated with its uncertain tax position within the next twelve months of approximately $142,000.

The following table summarizes the activity related to Adept’s unrecognized tax benefits (in thousands):

	Years Ended June 30,
	2012			2011		2010
Beginning balance	$	8,254		$	7,101	$	7,956
Increases related to prior year tax positions	19			412		—
Decreases related to prior year tax positions	—			—		(964		)
Increases related to current year tax positions	61			741		109
Decreases related to lapse of state limitations	(271		)	—		—
Ending balance	$	8,063		$	8,254	$	7,101

In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. The Company does not provide for U.S. income taxes on the earnings of foreign subsidiaries as such earnings are to be reinvested indefinitely. As of June 30, 2012, there is no cumulative amount of earnings upon which U.S. income taxes have not been provided.

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Schedule II (Details) (Allowance for Doubtful Accounts, Current [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 30, 2012		Jun. 30, 2011
Allowance for Doubtful Accounts, Current [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	$ 698		$ 505
Additions Charged to Costs and Expenses	150		495
Deductions	219	[1]	302	[1]
Balance at End of Period	$ 629		$ 698

[1] Includes write-offs, net of recoveries.

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Subsequent Events (Details) (USD $)	12 Months Ended		0 Months Ended	12 Months Ended	1 Months Ended		0 Months Ended								0 Months Ended
	Jun. 30, 2012	Sep. 18, 2012	Sep. 18, 2012 Private Placement of Preferred Stock [Member] Preferred Stock [Member]	Jun. 30, 2012 2005 Equity Incentive Plan [Member]	Sep. 30, 2012 Subsequent Event [Member] Amendments to Silicon Valley Bank Loan Agreements [Member]	Sep. 18, 2012 Subsequent Event [Member] Amendments to Silicon Valley Bank Loan Agreements [Member]	Sep. 18, 2012 Subsequent Event [Member] Private Placement of Preferred Stock [Member]	Sep. 18, 2012 Subsequent Event [Member] Private Placement of Preferred Stock [Member] From the first anniversary to the second anniversary of the issuance of the Preferred Stock [Member]	Sep. 18, 2012 Subsequent Event [Member] Private Placement of Preferred Stock [Member] From the second anniversary to the third anniversary of the issuance of the Preferred Stock [Member]	Sep. 18, 2012 Subsequent Event [Member] Private Placement of Preferred Stock [Member] After the third anniversary of the issuance of the Preferred Stock [Member]	Sep. 18, 2012 Subsequent Event [Member] Private Placement of Preferred Stock [Member] Eighteen months after issuance of the Preferred Stock [Member]	Sep. 18, 2012 Subsequent Event [Member] Private Placement of Preferred Stock [Member] Upon Certain Trigerring Events [Member]	Sep. 18, 2012 Subsequent Event [Member] Private Placement of Preferred Stock [Member] On or After September 30, 2016 [Member]	Sep. 20, 2012 Subsequent Event [Member] Executive Officer Compensation Modification [Member]	Sep. 20, 2012 Subsequent Event [Member] Fiscal 2012 Performance Plan [Member] 2005 Equity Incentive Plan [Member] Performance Shares [Member]	Sep. 20, 2012 Subsequent Event [Member] Fiscal 2013 Performance Plan [Member] 2005 Equity Incentive Plan [Member] Performance Shares [Member]
Subsequent Event [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized																170,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period				4,500											175,000
Temporary salary reduction for the Company's executive officers, percent														0.10
Preferred stock issued, shares			8,000
Preferred stock issued, price per share			$ 1,000
Preferred stock issued, gross proceeds	$ 3,138,000		$ 8,000,000
Preferred stock issued, net proceeds							7,600,000
Maximum Percent of Common Stock Shares Issuable upon Preferred Stock Conversion and as Dividends, out of Total Common Stock Outstanding Shares							0.199
Dividends Accrued on the Preferred Stock In Excess of Prime Rate, Percent							0.03
Maximum Dividends Accrued on the Preferred Stock, Percent							0.04
Conversion rate, value							4.60
Applicable Percentage, Preferred Stock Conversion								2.00	1.75	1.50	1.10
Length of Period, Common Stock Price Exceeds the Applicable Percentage							60 days
Length of Period after Issuance of the Preferred Stock							18 months
Maximum Percent of the Issued Perferred Stock to be convert by the Company											0.10
Convertible Preferred Stock, Redemption Price as Percentage of Conversion Amunt												100.00%	100.00%
Debt covenant minimum liquidity	3,500,000					5,000,000
Debt covenant liquidity benchmark		7,500,000				7,500,000
Collateral monitoring fees per month	850
Line of credit, amendment and renewal fee	$ 50,000				$ 25,000

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Company and Summary of Significant Accounting Policies Net Loss Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Earnings Per Share [Abstract]
Net loss	$ (3,723)	$ (6,764)
Basic and Diluted
Weighted average number of shares used in computing basic and diluted per share	9,386,000	8,802,000
Basic and diluted net loss per share	$ (0.40)	$ (0.77)
Additional common equivalent shares that would have been included in diluted earnings per share calculation	201,745	760,018
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from calculation of diluted net loss per share	968,091	822,170

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Stockholders' Equity Stockholders' Equity Narrative (Details)	12 Months Ended
	Jun. 30, 2012 purchase_periods
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance	2,783,000
2008 ESPP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Length of offering period	24 months
Offering period interval	6 months
Number of purchase periods in each offering period	4
Length of each purchase period	6 months
Maximum employee contributions, percent of individual salary	15.00%
Maximum shares an employee can purchase each purchase period	1,200
Employee purchase discounted price, percent of fair market value	85.00%
Shares available for issuance	422,328

XML

Company and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jun. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Inventory, Current

Inventories are stated at the lower of standard cost or market value. The components of inventories are as follows (in thousands):

	June 30,
	2012		2011
Raw materials	$	5,573	$	6,225
Work-in-process	331		568
Finished goods	2,050		2,754
Total inventory	$	7,954	$	9,547

Schedule of changes in Warranty Liability

Changes in the Company’s warranty liability are as follows (in thousands):

	June 30,
	2012			2011
Balance at beginning of period	$	1,116		$	1,328
Warranties issued	773			738
Warranty claims	(646		)	(950		)
Balance at end of period	$	1,243		$	1,116

Schedule of Property and Equipment

The components of property and equipment are summarized as follows (in thousands):

	June 30,
	2012			2011
Cost:
Machinery and equipment	$	5,097		$	4,927
Computer equipment	5,449			5,422
Office furniture and equipment	1,007			968
Software development costs	2,688			2,041
	14,241			13,358
Accumulated depreciation and amortization	(11,949		)	(11,589		)
Property and equipment, net	$	2,292		$	1,769

Schedule of Loss Per Share, Basic and Diluted

Loss per share was determined as follows (in thousands, except per share data):

	June 30,
	2012			2011
Net loss	$	(3,723	)	$	(6,764	)
Basic and diluted:
Weighted average number of shares used in computing basic and diluted per share amounts	9,386			8,802
Basic and diluted net loss per share	$	(0.40	)	$	(0.77	)

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Stockholders' Equity (Tables)

12 Months Ended

Jun. 30, 2012

Stockholders' Equity Note [Abstract]

Schedule of common stock reserved for future issuance

During the fourth quarter of fiscal 2012, the Company offered and sold 920,000 shares of its common stock, which includes full exercise of the over-allotment option of 120,000 shares, at a price of $4.00 per share, pursuant to an underwriting agreement with Roth Capital Partners, LLC, dated June 8, 2012. The shares were offered and sold under a prospectus supplement and related prospectus filed with the SEC pursuant to the Company's shelf registration statement on Form S-3.

The Company has reserved shares of common stock for future issuance at June 30, 2012 as follows (in thousands):

Stock options outstanding	1,473
Stock options and restricted stock available for grant	888
Employee stock purchase plan shares available for purchase	422
	2,783

Schedule of equity incentive plans activity

The following table summarizes employee incentive plan activities under the Company’s stock option and equity incentive plans (in thousands, except per share data):

							Options
	Available for Grant		No. of Options Outstanding		No. of Restricted Stock Outstanding		Aggregate Price			Weighted Average Exercise Price Per Share
Balance at June 30, 2010	854		1,236		9		$	8,915		$	7.22
Granted	(445	)	285		160		1,413			4.95
Canceled	153		(153	)	—		(2,642		)	17.28
Exercised	—		(36	)	—		(97		)	2.70
Vested	—		—		(50	)	—			—
Expired	(25	)	—		—		—			—
Forfeited due to cancellation or for taxes	32		—		(32	)	—			—
Balance at June 30, 2011	569		1,332		87		$	7,589		$	5.70
Shares added	750		—		—		—			—
Granted	(285	)	281		5		1,048			3.73
Canceled	110		(110	)	—		(1,018		)	9.25
Exercised	—		(30	)	—		(89		)	2.99
Vested	—		—		(56	)	—			—
Expired	(292	)	—		—		—			—
Forfeited due to cancellation or for taxes	36		—		(36	)	—			—
Balance at June 30, 2012	888		1,473		—		$	7,530		$	5.11

Schedule of equity incentive plans outstanding and exercisable options by exercise price range

The following table summarizes information concerning outstanding and exercisable options at June 30, 2012:

	Options Outstanding				Options Exercisable
Range of Exercise Prices Per Share	Options Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Options Exercisable	Weighted Average Exercise Price
	(in thousands)	(years)	(per share)		(in thousands)	(per share)
$  1.50 - $  2.85	72	5.98	$	2.40	43	$	2.16
$  3.07 - $  3.07	408	6.46	3.07		300	3.07
$ 3.35 - $ 3.73	59	8.89	3.41		15	3.55
$ 3.78 - $ 3.78	168	9.16	3.78		38	3.78
$ 3.88 - $ 4.70	52	8.69	4.33		14	4.18
$ 4.86 - $ 4.86	183	8.17	4.86		84	4.86
$  5.00 - $  5.74	157	5.25	5.64		152	5.64
$  6.25 - $  8.07	159	4.04	7.54		159	7.54
$ 8.75 - $ 8.75	9	4.38	8.75		9	8.75
$ 9.48 - $ 13.94	206	5.91	9.65		195	9.66
$  1.50 - $ 13.94	1,473	6.65	$	5.11	1,009	$	5.64

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Stockholders' Equity Equity Incentive Plans Table (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Available for Grant [Roll Forward]
Available for Grant, Balance	569,000	854,000
Shares added	750,000
Available for Grant, Granted	(285,000)	(445,000)
Available for Grant, Canceled	110,000	153,000
Available for Grant, Expired	(292,000)	(25,000)
Available for Grant, Forfeited due to cancellation or for taxes	36,000	32,000
Available for Grant, Balance	888,000	569,000
No. of Options Outstanding [Roll Forward]
Options Outstanding	1,332,000	1,236,000
No. of Options Outstanding Granted	281,000	285,000
No. of Options Outstanding, Canceled	(110,000)	(153,000)
Options Exercised	(30,000)	(36,000)
No. of Options Outstanding, Expired	0	0
Options Outstanding	1,473,000	1,332,000
Options, Aggregate Price [Roll Forward]
Options, Aggregate Price, Balance	$ 7,589	$ 8,915
Options, Aggregate Price, Granted	1,048	1,413
Options, Aggregate Price, Canceled	(1,018)	(2,642)
Options, Aggregate Price, Exercised	(89)	(97)
Options, Aggregate Price, Balance	$ 7,530	$ 7,589
Options, Weighted Average Exercise Price Per Share [Roll Forward]
Options Outstanding, Weighted-Average Exercise Price Per Share	$ 5.70	$ 7.22
Options, Weighted Average Exercise Price Per Share, Granted	$ 3.73	$ 4.95
Options, Weighted Average Exercise Price Per Share, Canceled	$ 9.25	$ 17.28
Options, Weighted Average Exercise Price Per Share, Exercised	$ 2.99	$ 2.70
Options, Weighted Average Exercise Price Per Share, Expired	$ 0	$ 0
Options Outstanding, Weighted-Average Exercise Price Per Share	$ 5.11	$ 5.70
Restricted Stock [Member]
No. of Restricted Stock Outstanding [Roll Forward]
Balance of awards issued, Shares	87,000	9,000
No. of Restricted Stock Outstanding, Granted	5,000	160,000
No. of Restricted Stock Outstanding, Canceled	0	0
No. of Restricted Stock Awards Vested	(56,000)	(50,000)
Balance of awards issued, Shares	0	87,000

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Acquisitions InMo TX, Narrative (Details) (USD $)	3 Months Ended	12 Months Ended				12 Months Ended		12 Months Ended	0 Months Ended								0 Months Ended
	Mar. 26, 2011 InMoTx, Inc. [Member]	Jun. 30, 2011 InMoTx, Inc. [Member]	Jun. 30, 2012 InMoTx, Inc. [Member]	Mar. 28, 2012 InMoTx, Inc. [Member]	Jan. 10, 2011 InMoTx, Inc. [Member]	Jun. 30, 2012 InMoTx, Inc. [Member] Shareholders [Member]	Jan. 10, 2011 InMoTx, Inc. [Member] Shareholders [Member]	Jun. 30, 2012 InMoTx, Inc. [Member] Chief Technology Officer [Member]	Jan. 10, 2011 InMoTx, Inc. [Member] Developed Technology Rights [Member]	Jan. 10, 2011 InMoTx, Inc. [Member] Trademarks/Trade names [Member]	Jun. 30, 2012 InMoTx, Inc. [Member] Common Stock [Member]	Sep. 20, 2011 InMoTx, Inc. [Member] Common Stock [Member]	Jan. 10, 2011 InMoTx, Inc. [Member] Common Stock [Member]	Jun. 25, 2011 MobileRobots [Member]	Jun. 25, 2010 MobileRobots [Member]	Jun. 25, 2010 MobileRobots [Member] Developed Technology Rights [Member]	Jun. 25, 2010 MobileRobots [Member] Common Stock [Member]
Business Acquisition [Line Items]
Consideration payable, cash and stock, high range of value					$ 4,300,000
Cash paid upon merger					1,500,000										1,000,000
Total value of merger consideration recognized, including cash paid					2,600,000										3,000,000
Shares of common stock issued upon merger													199,979				394,403
Indemnification holdback period, common stock issued upon merger													18 months
Contingent consideration, percent of revenue achieved in excess of specified thresholds						10.00%		2.00%
Fair value of contingent cash payments			0			0
Indemnification amounts, relating to customer claims, agreed upon subsequent to acquisition				508,000
Total value of stock issued upon merger													977,897		2,000,000
Share-based compensation, acquiree employee, shares foreited												80,500
Share-based compensation, acquiree employee, shares vested											19,500
Indemnification for breaches of representations, warranties, and covenants					1,000,000										3,000,000
Indemnification for core corporate and intellectual property representations or taxes					1,500,000
Fair value of receivables acquired					14,000
Intangible assets					1,331,000										1,170,000
Intangible assets									1,100,000	231,000						900,000
Intangible valuation assumption, royalty rate									9.10%	1.00%				3.50%
Goodwill					1,440,000										1,186,000
Fair value of contingent consideration							80,000
Acquisition-related costs	498,000
Pro forma net loss		$ (8,000,000)
Pro forma earnings per share, diluted		$ (0.91)

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Consolidated Statements of Stockholders' Equity (USD $) In Thousands, except Share data, unless otherwise specified	Total	InMoTx, Inc. [Member]	Stock Compensation Expense [Member]	Stock Compensation Expense [Member] InMoTx, Inc. [Member]	Common Stock [Member]	Common Stock [Member] InMoTx, Inc. [Member]	Common Stock [Member] Stock Compensation Expense [Member]	Common Stock [Member] Stock Compensation Expense [Member] InMoTx, Inc. [Member]	Treasury Stock	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
Beginning Balance, Common Stockholders' Equity at Jun. 30, 2010	$ 20,441				$ 169,253				$ (42)	$ (148,517)	$ (253)
Beginning Balance, Common Stock Shares at Jun. 30, 2010					9,219,000
Beginning Balance, Treasury Stock Shares at Jun. 30, 2010									(5,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued under employee stock incentive program and stock purchase plan, shares					103,000
Common stock issued under employee stock incentive program and stock purchase plan, value	226				226
Restricted stock awards issued, shares					160,000
Restricted stock awards issued, value	0				0
Restricted stock awards surrendered to satisfy tax obligation, shares					(32,000)
Restricted stock awards surrendered to satisfy tax obligation, value	(155)				(155)
Stock-based compensation	2,577		498		2,577		498
Common stock issued as part of InMo TX acquisition, shares						200,000
Common stock issued as part of InMo TX acquisition, value		978				978
Restricted stock issued under employee stock incentive program as part of InMo TX acquisition, shares						100,000
Restricted stock issued under employee stock incentive program as part of InMo TX acquisition, value		0				0
Net loss	(6,764)									(6,764)
Foreign currency tranlation adjustment	1,021										1,021
Ending Balance, Common Stockholders' Equity at Jun. 30, 2011	18,822				173,377				(42)	(155,281)	768
Ending Balance, Common Stock Shares at Jun. 30, 2011	9,745,000				9,750,000
Ending Balance, Treasury Stock Shares at Jun. 30, 2011	(5,000)								(5,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued under employee stock incentive program and stock purchase plan, shares					95,000
Common stock issued under employee stock incentive program and stock purchase plan, value	275				275
Restricted stock awards issued, shares					5,000
Restricted stock awards issued, value	0				0
Restricted stock forfeited, shares					(81,000)
Restricted stock forfeited, value	0				0
Restricted stock awards surrendered to satisfy tax obligation, shares					(36,000)
Restricted stock awards surrendered to satisfy tax obligation, value	(132)				(132)
Common stock issued under public offering, shares					920,000
Common stock issued under public offering, value	3,138				3,138
Indemnification shares received under InMoTx, Inc. merger agreement, shares						(119,000)
Indemnification shares received under InMoTx, Inc. merger agreement		(508)				(508)
Stock-based compensation	1,201			95	1,201			95
Net loss	(3,723)									(3,723)
Foreign currency tranlation adjustment	(824)										(824)
Ending Balance, Common Stockholders' Equity at Jun. 30, 2012	18,344				177,446				(42)	(159,004)	(56)
Ending Balance, Common Stock Shares at Jun. 30, 2012	10,529,019				10,534,000
Ending Balance, Treasury Stock Shares at Jun. 30, 2012	(5,000)								(5,000)
Beginning Balance, Common Stockholders' Equity at Mar. 31, 2012
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued under public offering, shares					920,000
Ending Balance, Common Stockholders' Equity at Jun. 30, 2012					$ 177,446				$ (42)
Ending Balance, Common Stock Shares at Jun. 30, 2012					10,534,000
Ending Balance, Treasury Stock Shares at Jun. 30, 2012									(5,000)

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Acquisitions

12 Months Ended

Jun. 30, 2012

Business Combinations [Abstract]

Acquisitions

4. Acquisitions

InMoTx Acquisition

On January 10, 2011, the Company completed the acquisition of InMoTx. The results of InMoTx's operations have been included in Adept's consolidated financial statements since that date. Based in Denmark before the consolidation, InMoTx is a provider of industry leading robotic platform solutions and gripping technology for the global food processing market.

Pursuant to the terms of the Merger Agreement, the merger consideration payable to InMoTx shareholders included cash and stock valued at up to $4.3 million. Upon the merger, Adept paid $1.5 million in cash, and issued 199,979 shares of its common stock to InMoTx shareholders, of which all shares were subject to a holdback arrangement to secure the InMoTx shareholder indemnity obligations for an eighteen month period. Adept also issued 100,000 shares of its restricted common stock to the InMoTx chief technology officer, to vest on the third anniversary of the merger, contingent upon his continued employment by Adept or a subsidiary on the third anniversary of the merger, subject to acceleration for certain exceptions for disability, termination without cause or termination for good reason or a change of control. Adept also agreed to make certain contingent annual payments in cash to the InMoTx shareholders in an amount equal to ten percent (10%) of the revenues of the acquired business and related products, and to the InMoTx chief technology officer in an amount equal to two percent (2%) of the revenues of the acquired business and related products achieved in excess of specified thresholds during the Adept four fiscal quarters closest to the calendar year periods of 2011 through 2013, the fair value of which was $0 at June 30, 2012. In the third quarter of fiscal 2012, Adept agreed upon indemnification amounts of $508,000 due from the former shareholders of InMoTx relating to customer claims for matters arising prior to the acquisition by Adept. In the fourth quarter of fiscal 2012, the indemnification shares were returned to Adept.

The 199,979 shares of common stock issued upon the merger were valued at Adept's stock value on the merger date of $4.89 per share, totaling $977,897, and were recognized as consideration upon the merger. The 100,000 shares of restricted common stock issued to the InMoTx chief technology officer would have been recognized on the target date specified in the merger agreement. However, on September 20, 2011, the InMoTx chief technology officer entered into a separation agreement with the Company to terminate employment on January 31, 2012. Of the 100,000 share grant issued upon the merger, 80,500 shares were forfeited as of September 20, 2011, and 19,500 shares vested on June 30, 2012, after the satisfactory completion of the requirements set forth in the separation agreement. In addition, any contingent annual cash payments of 2% of revenues to the same officer will be recognized as compensation expense when and if the revenue targets specified in the merger agreement are met.

Including cash paid upon the acquisition of $1.5 million, the total value of merger consideration recognized upon the acquisition of InMoTx was $2.6 million.

The selling stockholders agreed to indemnify Adept for breaches of representations, warranties and covenants contained in the Merger Agreement for losses up to $1 million subject to certain exceptions for core corporate and intellectual property representations or taxes for which the indemnification obligation is up to $1.5 million plus the value of 199,979 shares. The indemnification obligations expired in January 2012, with certain exceptions for core corporate and intellectual property representations, taxes, fraud, and designated customer claims.

The fair value of receivables acquired was $14,000, and all amounts were collected subsequent to the acquisition.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

	At January 10, 2011
Current assets	$	88
Property and equipment		60
Inventory		370
Other long-term assets		14
Intangible assets		1,331
Goodwill		1,440
Total assets acquired	$	3,303
Current liabilities	$	681
Long-term debt		54
Total liabilities assumed	$	735
Net assets acquired	$	2,568

Intangible assets of $1.3 million consist of $1.1 million in developed technology and $231,000 in trademarks and trade names. The intangible assets were valued using the relief from royalty method, using a rate of 9.1% based upon third party licensing agreements and industry guidelines for the developed technology, and a rate of 1.0% for the trademarks and trade names, based upon the relative age and importance of the trademarks and trade names. Of the total purchase consideration, $1.4 million was recognized as goodwill, which represents the excess of the purchase consideration of the acquired business over the fair value of the underlying net assets acquired and liabilities assumed.

The potential annual cash payments to the InMoTx shareholders in an amount equal to ten percent (10%) of the revenues over a predefined threshold of the acquired business and related products were valued at $80,000 on the merger date and recognized as a contingent liability. At June 30, 2012, the fair value of the contingent cash payments was $0. The Company took into consideration historical results and revenue projections to estimate the fair value of the contingent consideration, and to determine the probability that these revenue thresholds would be met on the targeted dates outlined in the acquisition agreement.

The Company recognized $498,000 in acquisition-related costs related to InMoTx, which were expensed in the third quarter of fiscal 2011. These costs are included as part of selling, general and administrative costs in the condensed consolidated statements of operations.

Had the InMoTx acquisition occurred at the beginning of fiscal 2011, the Company's net loss would have been $8.0 million, and the Company's diluted net loss per share would have been $0.91.

The unaudited pro forma combined financial data set forth above for fiscal 2011 reflect the InMoTx acquisition and related events as if they had been consummated on July 1, 2010, the first day of Adept's 2011 fiscal year. The pro forma financial information is presented for informational purposes only and is not intended to represent or be indicative of the results of operations that would have been achieved if the acquisition had been completed as of the date indicated, and should not be taken as representative of future consolidated results of operations or financial condition of Adept. The pro forma information is not fact and there can be no assurance that the Company's actual results will not differ significantly from such pro forma information. Accordingly, such pro forma information is not intended to be indicative of the Company's future results of operations or results that might be achieved, and you should not rely on such pro forma information as being indicative of the Company's future results.

MobileRobots Acquisition

On June 25, 2010, the Company acquired the outstanding common shares of MobileRobots. The results of MobileRobots' operations have been included in Adept's consolidated financial statements since that date. MobileRobots, based in New Hampshire, is a provider of autonomous robot and automated guided vehicle technologies.

The merger consideration paid to MobileRobots stockholders was $3.0 million, including cash of $1.0 million, net of cash acquired of $100,000 and subject to adjustment for debt and working capital, and 394,403 shares of Adept common stock with a market value of $2.0 million. An additional 368,956 shares were accounted for as compensation, with a market value of $1.9 million, as discussed below.

Of the 763,359 shares issued, 190,841 shares were unrestricted, recognized as merger consideration, and vested in full at the acquisition date market price reported by Nasdaq of $5.10 per share, with a total value of approximately $973,000. Of the total shares issued in the merger, 203,562 shares of restricted stock with a total acquisition date value of $1.0 million also qualified as consideration, however these shares were subject to the indemnification obligations of the stockholders as described below. The remaining 368,956 shares of restricted stock issued to stockholders were scheduled to be released in equal thirds on each of the first, second and third anniversaries of the closing date of the acquisition, contingent upon the continued employment of such stockholders subject to acceleration or forfeiture in certain circumstances, and recognized as compensation expense over the vesting period if these requirements were met. On April 15, 2011, one of the MobileRobots founders terminated employment with Adept. Vesting was accelerated on 173,074 shares of restricted stock issued in connection with the acquisition of MobileRobots. On June 25, 2012 and June 25, 2011, 7,603 and 65,293 shares, respectively, of restricted stock vested in the annual vestings of the shares issued pursuant to the merger agreement. As of June 30, 2012 there were 7,603 shares remaining to vest under this agreement.

Adept also agreed to pay bonus amounts in cash up to an aggregate $320,000 to employees of MobileRobots after fiscal 2011 if certain MobileRobots product revenue targets were met for fiscal 2011. These contingent cash bonus amounts were payable to MobileRobots employees (not solely its stockholders) and generally required continued employment of the potential recipient through the contingent payment period, and therefore qualify as compensation expense, to be recognized in earnings when or if the targets are met. MobileRobots fiscal 2011 revenues met the minimum revenue threshold as detailed in the merger agreement, and a bonus of $100,000 was accrued in the fourth quarter of fiscal 2011 and paid in the first quarter of fiscal 2012.

The MobileRobots stockholders agreed to indemnify Adept for breaches of representations, warranties and covenants contained in the merger agreement up to $3.0 million for a period of eighteen months from the date of closing, with exceptions for core corporate and intellectual property representations, taxes and fraud. The indemnification for the intellectual property representations expired during the current period and the tax indemnification shall survive until the close of business on the 30^th day following the expiration of the applicable statute of limitations with respect to the tax liabilities in question. At closing, 203,562 shares were placed in an escrow fund for 18 months as security for the indemnification obligations and were released to the stockholders in December 2011, other than shares remaining subject to the release schedule. As of June 30, 2012, there were 6,293 shares remaining for release with final release on June 24, 2013.

During fiscal 2011, the Company concluded that the restricted stock issued in the acquisition in fiscal 2010 and placed into an escrow fund as discussed above constituted consideration, not compensation, and should be accounted for in shareholders' equity and additional goodwill. This change in accounting for the restricted stock was reflected in the Company's audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2011 included in Adept Technology, Inc.’s Annual Report on Form 10-K as filed with the SEC on September 6, 2011.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

	At June 25, 2010
Current assets	$	1,196
Property and equipment		91
Intangible assets		1,170
Goodwill		1,186
Total assets acquired	$	3,643
Current liabilities	$	515
Long-term debt		10
Total liabilities assumed	$	525
Net assets acquired	$	3,118

Intangible assets of $1.2 million consist of $0.9 million in developed technology and patents, and $0.3 million in customer base. The developed technology and patents were valued using the relief from royalty method, using a rate of 3.5% based upon third party licensing agreements and industry guidelines for the developed technology.The MobileRobots customer base was valued using the multi-period excess earnings method (“MPEEM”), which values an asset by discounting the future economic benefits of the customer base. Of the total purchase consideration, $1.2 million was recognized as goodwill, which represents the excess of the purchase consideration of the acquired business over the fair value of the underlying net assets acquired and liabilities assumed.

In addition, at June 30, 2011, the Company increased the MobileRobots purchase price allocation for goodwill by $307,000 to record a reduction in deferred tax assets related to the completion of the MobileRobots tax return filings for 2010.

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Income Taxes Narrative (Details) (USD $)	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2009
Federal and State Income Tax [Line Items]
Accumulated foreign earnings	$ 0	$ 0
Change in valuation allowance for deferred tax assets	(700,000)	1,000,000
Accumulated deferred tax benefits associated with employee stock options	1,600,000
Unrecognized xax benefits	8,063,000	8,254,000	7,101,000	7,956,000
Unrecognized tax benefits that, if recognized, would reduce the effective tax rate	0
Accrued interest or penalties, Unrecognized tax benefits	32,000
Expected change in estimated liability associated with uncertain tax position within the next twelve months	142,000
Federal [Member]
Federal and State Income Tax [Line Items]
Net operating loss carryforwards	92,000,000
Tax credit carryforward amount	2,800,000
State [Member]
Federal and State Income Tax [Line Items]
Tax credit carryforward amount	5,500,000
California Tax Jurisdiction [Member]
Federal and State Income Tax [Line Items]
Net operating loss carryforwards	39,800,000
Other States Tax Jurisdiction [Member]
Federal and State Income Tax [Line Items]
Net operating loss carryforwards	12,600,000
Foreign [Member]
Federal and State Income Tax [Line Items]
Net operating loss carryforwards	$ 9,500,000

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Income Taxes (Tables)

12 Months Ended

Jun. 30, 2012

Income Tax Disclosure [Abstract]

Schedule of book income (loss) before income taxes

The Company’s book income (loss) before income taxes for fiscal 2012 and 2011 were as follows (in thousands):

	Years Ended June 30,
	2012			2011
Domestic	$	(1,183	)	$	(4,468	)
Foreign	(2,936		)	(2,352		)
Total	$	(4,119	)	$	(6,820	)

Schedule of provision for income taxes

The provision for income taxes consists of the following (in thousands):

	Years Ended June 30,
	2012			2011
Current:
Federal	$	(8	)	$	—
State	41			48
Foreign	(429		)	203
Total current	(396		)	251
Deferred:
Federal	—			(281		)
State	—			(26		)
Foreign	—			—
Total deferred	—			(307		)
Benefit from income taxes	$	(396	)	$	(56	)

Schedule of the difference between the provision for income taxes and the amount computed by applying the federal statutory income tax rate to income (loss) before provision for income taxes

The difference between the provision for (benefit from) income taxes and the amount computed by applying the federal statutory income tax rate to income (loss) before provision for (benefit from) income taxes is explained below (in thousands):

	Years Ended June 30,
	2012			2011
Tax at federal statutory rate	$	(1,440	)	$	(2,319	)
State taxes, net of federal benefit	112			225
Foreign taxes differential	(36		)	(216		)
Tax credits	(53		)	(195		)
Non-deductible meals and entertainment	25			29
Stock compensation	317			243
Non-deductible acquisition expense	—			79
Unrecognized tax benefits	(533		)	252
Imputed intercompany interest	282			253
Adjustments related to prior years	1,535			1,466
Purchase accounting	—			(1,189		)
Change in valuation allowance	(656		)	986
Other	51			330
Benefit from income taxes	$	(396	)	$	(56	)

Schedule of significant components of deferred tax assets and liabilities

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

	Years Ended June 30,
	2012			2011
Deferred tax assets:
Net operating loss carryforwards	$	34,168		$	34,649
Tax credit carryforwards	1,530			1,501
Inventory valuation	567			823
Depreciation /amortization	975			1,145
Other accruals not currently deductible for tax purposes	1,652			1,627
Capitalized research and development expenses	39			118
Other	206			75
Total deferred tax assets	39,137			39,938
Valuation allowance	(38,627		)	(39,282		)
Net deferred tax assets	510			656
Deferred tax liabilities:
Purchased intangibles	(510		)	(656		)
Net deferred tax liabilities	(510		)	(656		)
Total net deferred tax liabilities	$	—		$	—

Schedule of activity related to unrecognized tax benefits

The following table summarizes the activity related to Adept’s unrecognized tax benefits (in thousands):

	Years Ended June 30,
	2012			2011		2010
Beginning balance	$	8,254		$	7,101	$	7,956
Increases related to prior year tax positions	19			412		—
Decreases related to prior year tax positions	—			—		(964		)
Increases related to current year tax positions	61			741		109
Decreases related to lapse of state limitations	(271		)	—		—
Ending balance	$	8,063		$	8,254	$	7,101

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Stock-based Compensation Restricted stock activity (Details) (USD $)	0 Months Ended		12 Months Ended		0 Months Ended			12 Months Ended			12 Months Ended
	Jun. 30, 2012 InMoTx, Inc. [Member] Common Stock [Member]	Sep. 20, 2011 InMoTx, Inc. [Member] Common Stock [Member]	Jun. 30, 2012 2005 Equity Incentive Plan [Member]	Jun. 30, 2012 Unregistered Restricted Stock Outside of Stock Plans [Member] Common Stock [Member]	Jun. 25, 2012 Unregistered Restricted Stock Outside of Stock Plans [Member] MobileRobots [Member]	Jun. 25, 2011 Unregistered Restricted Stock Outside of Stock Plans [Member] MobileRobots [Member]	Apr. 15, 2011 Unregistered Restricted Stock Outside of Stock Plans [Member] MobileRobots [Member]	Jun. 30, 2012 Unregistered Restricted Stock Outside of Stock Plans [Member] MobileRobots [Member]	Jun. 30, 2011 Unregistered Restricted Stock Outside of Stock Plans [Member] MobileRobots [Member]	Jun. 25, 2010 Unregistered Restricted Stock Outside of Stock Plans [Member] MobileRobots [Member] Common Stock [Member]	Jun. 30, 2012 Unregistered Restricted Stock Outside of Stock Plans [Member] InMoTx, Inc. [Member]	Jun. 30, 2011 Unregistered Restricted Stock Outside of Stock Plans [Member] InMoTx, Inc. [Member]	Jan. 10, 2011 Unregistered Restricted Stock Outside of Stock Plans [Member] InMoTx, Inc. [Member] Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period			4,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Shares of Unregistered Restricted Stock Issued Outside of Equity Incentive Plans in Connection with Acquisitions, Total				468,956				130,589	368,956	368,956	100,000		100,000
No. of Restricted Stock Awards Vested	(19,500)		(55,705)		(7,603)	(65,293)		(7,603)	(65,293)		(19,500)
Awards accelerated vesting, Shares							(173,074)	(115,383)	(173,074)
Awards forfeited, Shares		(80,500)	(36,295)								(80,500)
Shares of Unregistered Restricted Stock Issued Outside of Equity Incentive Plans in Connection with Acquisitions, Total				468,956				7,603	130,589	368,956	0	100,000	100,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Awards Granted, Grant Date Fair Market Value			$ 4.45									$ 4.89
Balance of Awards, Grant Date Fair Market Value								$ 5.10	$ 5.10		$ 4.89
Awards Vested, Grant Date Fair Mareket Value			$ 4.84					$ 5.10	$ 5.10		$ 4.89
Awards Forfeited, Grant Date Fair Market Value			$ 4.84								$ 4.89
Awards Accelerated Vesting, Grant Date Fair Market Value								$ 5.10	$ 5.10
Balance of Awards, Grant Date Fair Market Value								$ 5.10	$ 5.10		$ 0.00	$ 4.89

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Company and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Jun. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation, Policy

The accompanying consolidated financial statements as of June 30, 2012 and 2011 and for each of the years in the two-year period ended June 30, 2012 include the accounts of Adept and its wholly owned subsidiaries. All significant intercompany transactions and balances are eliminated upon consolidation. Adept includes consolidated financial statements for two fiscal years in its Annual Report on Form 10-K as a smaller reporting company.

Unless otherwise indicated, references to any year in these Notes to Consolidated Financial Statements refer to Adept’s fiscal year ended June 30.

Use of Estimates, Policy

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Foreign Currency, Policy

The Company’s foreign subsidiaries’ balance sheet accounts are translated at current period ending exchange rates and statements of operations accounts are translated at the average rate for the period. Translation gains and losses are recorded as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity.

Cash and Cash Equivalents, Policy

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Short-Term Investments, Policy

Realized gains or losses, interest, and dividends are included in interest income.

Short-term investments typically consist of marketable securities and money market investments with maturities between three and twelve months. Investments are classified as held-to-maturity, trading, or available-for-sale at the time of purchase.

Inventory, Policy

Inventories are stated at the lower of standard cost or market value.

The inventory valuation provisions are based on an excess and obsolete systems report, which captures all obsolete parts and products and all other inventory, which have quantities on hand in excess of one year’s projected demand. Individual line item exceptions are identified for either inclusion or exclusion from the inventory valuation provision. The materials control group and cost accounting function monitor the line item exceptions and make periodic adjustments as necessary.

Warranty, Policy

The Company provides for the estimated cost of product warranties at the time revenue is recognized. Factors that affect the Company’s warranty liability include the number of installed units, historical and anticipated rates of warranty claims, and costs per claim for repair or replacement. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its components suppliers, the Company’s warranty obligation is affected by product failure rates, material usage and service labor and delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage, service labor or delivery costs differ from the Company’s estimates, revisions to the estimated warranty liability would be required.

Accounts Receivables and Allowance for Doubtful Accounts, Policy

Adept maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments, and such losses have been within management’s expectations. Adept assesses the customer’s ability to pay based on a number of factors, including its past transaction history with the customer and creditworthiness of the customer. Management specifically analyzes accounts receivable and historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in the Company’s customer payment terms when evaluating the adequacy of the allowances for doubtful accounts. If the financial condition of the customers were to deteriorate in the future, resulting in an impairment of their ability to make payments, additional allowances may be required. Uncollectible accounts receivable are written off against the allowance for doubtful accounts when all efforts to collect them have been exhausted, and recoveries are recognized when they are received.

Adept’s policy is to record specific allowances against known doubtful accounts. An additional allowance is also calculated based on 0.5% of consolidated accounts receivable. Specific allowances are netted out of the respective receivable balances for purposes of calculating this additional allowance. On an ongoing basis, Adept evaluates the creditworthiness of customers and, should the default rate change or the financial positions of Adept customers change, Adept may increase this additional allowance percentage.

Property and Equipment, Policy

Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from three to five years.

Property and equipment are recorded at cost.

Capitalization of Software Development Costs, Policy

The Company begins capitalizing software development costs upon the establishment of technological feasibility, which is established upon the completion of a working model or a detailed program design. Costs incurred prior to technological feasibility are charged to expense as incurred. Capitalization ceases when the product is considered available for general release to customers. Capitalized software development costs are amortized to costs of revenues over the estimated economic lives of the software products based on product life expectancy. Generally, estimated economic lives of the software products do not exceed three years.

Goodwill and Intangible Assets, Policy

Goodwill is recorded when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired. Acquisition-related intangible assets with finite lives are amortized on a straight-line basis over their economic lives.

Goodwill is measured and tested for impairment on an annual basis at a reporting unit level at the end of Adept’s fiscal year or more frequently if the Company believes indicators of impairment exist. Adept has chosen June 30^th as the annual date to perform the goodwill evaluation. Triggering events for impairment reviews may include indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in the Company’s market capitalization. The performance of the test involves a two-step process. The first step requires comparing the fair value of each of Adept’s reporting units to its net book value, including goodwill. We have defined our reporting units at the business unit level, one level below our reportable segments. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and forecasted operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable. Actual future results may differ from those estimates. Future competitive, market and economic conditions could negatively impact key assumptions including our market capitalization or the carrying value of our net assets which could require us to realize an impairment of our goodwill and intangible assets.

A potential impairment exists if the fair value of the reporting unit is lower than its net book value. The second step of the process is only performed if a potential impairment exists, and it involves determining the difference between the fair value of the reporting unit’s net assets other than goodwill to the fair value of the reporting unit and if the difference is less than the net book value of goodwill, an impairment exists and is recorded.

Impairment of Long-Lived Assets, Policy

Adept reviews the carrying values of long-lived assets whenever events or changes in circumstances, such as significant decreases in the market price, reductions in demand, lower projections of profitability, significant changes in the manner of the Company’s use of acquired assets, or significant negative industry or economic trends, indicate that the net book value of an asset may not be recovered through expected future cash flows from its use and eventual disposition. If this review indicates the carrying value of the asset exceeds the fair value and the carrying amount of the asset is not recoverable, an impairment loss is recognized by writing down the impaired asset to its fair value, which is typically calculated using: (i) quoted market prices and/or (ii) discounted expected future cash flows utilizing a discount rate. At June 30, 2012, Adept analyzed a number of factors, including profitability projections, economic trends and market price in regards to the Company’s intangible assets, and determined a review of the carrying value of the intangible assets was not necessary.

Revenue Recognition, Policy

The Company generates revenues primarily from sales of production automation equipment and parts, and to a lesser extent from support and service activities associated with this equipment. Non-software product revenue consists primarily of sales of robots, refurbished robots and spare parts. Adept recognizes non-software product revenue when persuasive evidence of a non-cancelable arrangement exists, delivery has occurred and/or services have been rendered, the price is fixed or determinable, collectability is reasonably assured, legal title and economic risk is transferred to the customer, and when an economic exchange has taken place. The Company uses the signed purchase contract or purchase order as evidence of an arrangement. Product revenues are normally recognized at the point of shipment from Adept facilities since title and risk of loss passes to the customers at that time. Customers have no right of return other than for product defects covered by Adept’s warranty. Adept maintains a warranty liability based on its historical warranty experience and management’s best estimate of Adept’s warranty liability at each balance sheet date. There are no acceptance criteria on Adept’s standard non-software products. The Company does not deem the fee to be fixed or determinable where a significant portion of the price is due after Adept’s normal payment terms, which are 30 to 90 days from the invoice date. In recording revenue, management exercises judgment about the collectability of receivables based on a number of factors, including the customer’s past payment history and its current creditworthiness. If the Company concludes that collection is not reasonably assured, then the revenue is deferred until the uncertainty is removed, generally upon receipt of payment. The Company’s experience is that it has been able to reliably determine whether collection is reasonably assured.

Adept’s robots and controllers have features that are enabled or enhanced through the use of software enabling tools and other software elements, which are embedded within its robot and controller products. Adept’s software enabling tools or other software elements do not operate independently of the robots or controllers, and they are not sold separately and cannot be used without the robots or controllers. The Company also sells optional software used to enhance capability of its products. Adept believes that the software component of its products is incidental to its products and services taken as a whole.

Service and Support revenue consists primarily of sales of spare parts and refurbished robots. Service revenue also includes training, consulting and customer support, the latter of which includes all field service activities; i.e., maintenance, repairs, system modifications or upgrades. Revenues from training and consulting are recognized at the time the service is performed and the customer has accepted the work. These services are not essential to the product functionality and, therefore, do not bear on the revenue recognition policy for Adept’s component products.

Deferred revenues represent payments received from customers in advance of the delivery of products and/or services, or before the satisfaction of all revenue recognition requirements enumerated above, as well as cases in which the Company has invoiced the customer but cannot yet recognize the revenue for the same reasons discussed above.

Revenue for robot refurbishment relates to Adept-owned or customer-owned refurbished robots and components. Adept receives parts returned from customers under warranty contracts, or Adept purchases surplus used parts available from customers or suppliers. These parts traditionally have a lower cost, and internal analysis indicates that on average Adept pays a percentage of the new part cost to acquire these components. The standard cost for acquired parts is therefore set at such percentage of cost. By contrast, the cost basis starting point for customer-owned refurbished or repaired robots is zero since Adept does not own the robots. For all refurbishment and remanufacturing Adept tracks all related costs and activities (materials and labor) required to bring the robots up to standard using work orders. This revenue stream is included within the Services and Support segment.

Shipping and Handling Cost, Policy [Policy Text Block]

Adept manages incoming and outgoing product shipments through a third party shipping manager. Outgoing product is primarily shipped by customer-selected carriers and freight costs are billed directly to the customer. Incoming material is usually shipped via Adept-selected carriers with freight cost incurred by Adept and recorded as cost of revenues, as title transfers at time of shipment.

Research, Development, Engineering Costs, Policy

Research, development and engineering (“R&D”) costs are expensed as incurred, with the exception of software development costs incurred subsequent to establishing technological feasibility and up to the general release of the software products that are capitalized. Technological feasibility is demonstrated by the completion of a working model or a detailed program design. Capitalized costs are amortized on a straight-line basis over either two or three years, whichever term is the estimated life of the software product.

Advertising Costs, Policy

Advertising costs are expensed in the period incurred.

Income Tax, Policy

The liability method is used to account for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is expected to be realized on a more-likely-than-not basis. Deferred tax expense results from the change in the net deferred tax asset or liability between periods.

Net Loss Per Share, Policy

Basic EPS excludes dilution and is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then participates in the earnings (loss) of the Company. Unless their effect is antidilutive, dilutive common equivalent shares consist of stock options and restricted stock calculated using the treasury stock method.

Contingencies, Policy

If Adept determines, after consideration of all known facts and consultation with legal counsel, that a loss related to the potential matter is neither probable nor cannot be reasonably determined or estimated as of the date of issuance of its fiscal period-end reports, the Company would not accrue for the potential liability. If a loss is material and reasonably possible related to the matter, the Company would disclose the relevant facts of the matter along with an estimated loss amount or range if such amount or range can be reasonably determined or estimated.

New Accounting Pronouncements, Policy

In September 2011, the FASB issued an update to Accounting Standards Codification Topic 350, Intangibles, Goodwill and Other (“ASC 350”), amending the process used to determine whether the two-step quantitative goodwill impairment test needs to be performed. The update states that an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendment is effective for annual and interim impairment tests for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. Adept anticipates ASC 350 may change the Company's determination on when the two-step impairment testing is performed on goodwill and intangible assets, however adoption is not expected to have an impact to the Company's financial position.

In December 2011, the FASB issued an update to Accounting Standards Codification Topic 210, Balance Sheet (“ASC 210”), amending the requirement for an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. This information will enable users of an entity's financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of rights of set off associated with certain financial instruments and derivative instruments. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The adoption is not expected to have an impact on the Company's financial position.

Fair Values, Policy

The carrying amounts for cash, accounts receivable, accounts payable, and line of credit approximate fair value due to the short-term nature of these instruments or the adjustable interest rate associated with debt. The only asset or liability required to be reflected at fair value at June 30, 2012 or 2011 was cash and cash equivalents.