0000899243-15-007194.txt : 20151027 0000899243-15-007194.hdr.sgml : 20151027 20151027191956 ACCESSION NUMBER: 0000899243-15-007194 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151023 FILED AS OF DATE: 20151027 DATE AS OF CHANGE: 20151027 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ADEPT TECHNOLOGY INC CENTRAL INDEX KEY: 0000865415 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 942900635 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 5960 INGLEWOOD DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 9252453400 MAIL ADDRESS: STREET 1: 5960 INGLEWOOD DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cain Rob CENTRAL INDEX KEY: 0001512592 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27122 FILM NUMBER: 151178826 MAIL ADDRESS: STREET 1: C/O TELANETIX, INC., 11201 SE 8TH STREET STREET 2: SUITE 200 CITY: BELLEVUE STATE: WA ZIP: 98004 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-10-23 1 0000865415 ADEPT TECHNOLOGY INC ADEP 0001512592 Cain Rob 5690 INGLEWOOD DRIVE PLEASANTON CA 94558 1 1 0 0 President and CEO Non-Qualified Stock Option (right to buy) 4.60 2015-10-23 4 D 0 75000 13.00 D 2023-02-19 Common Stock 75000 0 D Non-Qualified Stock Option (right to buy) 3.58 2015-10-23 4 D 0 147068 13.00 D 2023-08-15 Common Stock 147068 0 D Non-Qualified Stock Option (right to buy) 3.27 2015-10-23 4 D 0 40807 13.00 D 2023-08-27 Common Stock 40807 2148 D Non-Qualified Stock Option (right to buy) 4.60 2015-10-23 4 D 0 863 13.00 D 2023-08-27 Common Stock 863 45 D Non-Qualified Stock Option (right to buy) 4.60 2015-10-23 4 D 0 39944 13.00 D 2023-08-27 Common Stock 39944 2102 D Non-Qualified Stock Option (right to buy) 6.90 2015-10-23 4 D 0 40806 13.00 D 2023-08-27 Common Stock 40806 2148 D Incentive Option (right to buy) 3.58 2015-10-23 4 D 0 27932 13.00 D 2023-08-15 Common Stock 27932 0 D Incentive Option (right to buy) 7.05 2015-10-23 4 D 0 35000 13.00 D 2025-06-22 Common Stock 35000 0 D Restricted Stock Unit 0.00 2015-10-23 4 D 0 103500 13.00 D 2024-01-14 Common Stock 103500 9000 D Restricted Stock Unit 0.00 2015-10-23 4 D 0 5276 13.00 D 2025-02-02 Common Stock 5276 0 D On September 16, 2015, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with OMRON Corporation, a Japanese corporation ("Omron"), Omron Management Center of America, a Delaware corporation ("Parent") and Hoffman Acquisition Corp. ("Merger Sub"), pursuant to which Merger Sub commenced a tender offer to acquire all shares of the Issuer's common stock at a price per share of $13.00. On October 23, 2015, Merger Sub accepted all shares of Issuer's common stock that were tendered and Merger Sub subsequently made a cash payment at a price of $13.00 per share in respect of all of the outstanding shares of the Issuer's common stock that were tendered, as well as a cash payment in respect of all of the outstanding derivative securities that were cancelled and exchanged in connection with consummation of the merger at a price per share of $13.00 (less any exercise price, if applicable). (Continued from footnote 1) The reporting person reports disposition of both shares of common stock and derivative securities in connection with the transactions contemplated by the Merger Agreement. On February 19, 2013, the reporting person was granted employee stock options to purchase 75,000 shares of the Issuer's common stock, at an exercise price of $4.60 per share. In connection with the Merger Agreement, the options, whether vested or unvested, were cancelled and exchanged at a price per share equal to $13.00 minus the exercise price of such shares. On August 15, 2013, the reporting person was granted employee stock options to purchase 147,068 shares of the Issuer's common stock at an exercise price of $3.58 per share. In connection with the Merger Agreement, the options, whether vested or unvested, were cancelled and exchanged at a price per share equal to $13.00 minus the exercise price of such shares. On August 27, 2013, pursuant to the Issuer's 2003 Equity Incentive Plan, the reporting person was granted employee stock options to purchase 42,955 shares of the Issuer's common stock at an exercise price of $3.27 per share, as well as employee stock options to purchase 908 shares at an exercise price of $4.60 per share. In connection with the transactions contemplated by the Merger Agreement, the options, whether vested or unvested, were cancelled and exchanged at a price per share equal to $13.00 minus the exercise price of such shares. Originally, the options were to vest according to achievement of certain performance criteria; 2,148 of the options with an exercise price of $3.27 per share, and 45 of the options with an exercise price of $4.60 per share, had been cancelled prior to consummation of the merger. On August 27, 2013, pursuant to the Issuer's 2005 Equity Incentive Plan, the reporting person was granted employee stock options to purchase 42,046 shares of the Issuer's common stock at an exercise price of $4.60 per share, as well as employee stock options to purchase 42,954 shares at an exercise price of $6.90 per share. In connection with the transactions contemplated by the Merger Agreement, the options, whether vested or unvested, were cancelled and exchanged at a price per share equal to $13.00 minus the exercise price of such shares. Originally, the options were to vest according to achievement of certain performance criteria; 2,102 of the options with an exercise price of $4.60 per share, and 2,148 of the options with an exercise price of $6.90 per share had been cancelled prior to consummation of the merger. On August 15, 2013, the reporting person was granted employee stock options to purchase 27,932 shares of the Issuer's common stock at an exercise price of $3.58 per share. In connection with the Merger Agreement, the options, whether vested or unvested, were cancelled and exchanged at a price per share equal to $13.00 minus the exercise price of such shares. On June 22, 2015, the reporting person was granted employee stock options to purchase 35,000 shares of the Issuer's common stock at an exercise price of $7.05 per share. In connection with the Merger Agreement, the options, whether vested or unvested, were cancelled and exchanged at a price per share equal to $13.00 minus the exercise price of such shares. On January 14, 2014, the reporting person was granted 112,500 restricted stock units equal to 112,500 shares, which were to vest upon a change in control based on the price of the Issuer's common stock as of the date of such change in control. Accordingly, approximately 92% (103,500) of such units vested in connection with consummation of the Merger Agreement, and the resulting 103,500 shares were redeemed at a price per share equal to $13.00 and the remaining shares subject to the grant were forfeited. On February 2, 2015, the reporting person was granted 5,276 restricted stock units equal to 5,276 shares. In connection with the Merger Agreement, the units, whether vested or unvested, were cancelled and exchanged at a price per share equal to $13.00. /s/ Rob Cain 2015-10-27