<PAGE> 1
As Filed with the Securities and Exchange Commission on October 25, 1995
Registration No. 33-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ADAPTEC, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-2748530
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation organization) Identification Number)
691 South Milpitas Boulevard
Milpitas, California 95035
(408) 945-8600
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
--------------------
F. GRANT SAVIERS
President and Chief Executive Officer
ADAPTEC, INC.
691 South Milpitas Boulevard
Milpitas, California 95035
(408) 945-8600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
HENRY P. MASSEY, JR., ESQ.
DAVID C. DRUMMOND, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Rd.
Palo Alto, CA 94304-1050
--------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /x/
If this Form is filed to register securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate
Securities to Amount to be Price Per Offering Amount of
be Registered Registered Share (1) Price (1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 385,070 $40.375 $15,547,201.25 $5,362.00
=====================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(c) based upon the average of the high and
low sale prices for the Common Stock as reported by the Nasdaq National
Market on October 26, 1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
PROSPECTUS
385,070 SHARES
ADAPTEC, INC.
--------------------
COMMON STOCK
($.001 PAR VALUE)
-------------------------------------------
This Prospectus relates to the public offering, which is not being
underwritten, of shares of the common stock ("Common Stock") of Adaptec, Inc., a
California corporation (together with its consolidated subsidiaries, "Adaptec"
or the "Company") offered from time to time by any or all of the Selling
Shareholders named herein (the "Selling Shareholders") for their own benefit. It
is anticipated that the Selling Shareholders will generally offer shares of
Common Stock for sale at prevailing prices in the over-the-counter market on the
date of sale. The Company will receive no part of the proceeds of sales made
hereunder. The Common Stock to which this Prospectus relates was received by the
Selling Shareholders pursuant to the merger of Incat Systems Software USA, Inc.,
a California corporation ("Incat"), with and into ISS Acquisition Corp., a
Delaware corporation ("ISS"), a wholly-owned subsidiary of the Company (the
"Acquisition"). At the effective time of the merger, the name of ISS was changed
to Incat Systems Software USA, Inc. The Common Stock issued to the Selling
Shareholders in the Acquisition was issued pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided by Section 4(2) thereof. The Company will receive no
part of the proceeds of sales made hereunder. All expenses of registration
incurred in connection with this offering, are being borne by the Company, but
all selling and other expenses incurred by Selling Shareholders will be borne by
such Selling Shareholders. None of the shares offered pursuant to this
Prospectus have been registered prior to the filing of the Registration
Statement of which this Prospectus is a part.
The Common Stock of the Company is traded in the over-the-counter
market on the NASDAQ National Market System. On October 26, 1995, the closing
price of the Company's Common Stock was $41.00 (NASDAQ Symbol: ADPT).
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
Each Selling Shareholder and any broker executing selling orders on
behalf of the Selling Shareholders may be deemed to be an "underwriter" within
the meaning of the Securities Act. Commissions received by any such broker may
be deemed to be underwriting commissions under the Securities Act.
-------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------------------------------
The date of this Prospectus is October___, 1995.
<PAGE> 3
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Selling Shareholder. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus is delivered, upon written or oral request of
any such person, a copy of any and all of the information that has been or may
be incorporated by reference in this Prospectus, other than exhibits to such
documents. Requests for such copies should be directed to Adaptec, Inc., 691
South Milpitas Boulevard, Milpitas, California 95035, Attn: Legal Department,
(telephone (408) 945-8600).
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended, and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the Public Reference Room of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and copies of such material can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549, at prescribed
rates. Information, as of particular dates, concerning directors and officers of
the Company, their remuneration, options granted to them, the principal holders
of securities of the Company, and any material interest of such persons in
transactions with the Company has been disclosed in the proxy statements
distributed to shareholders of the Company and filed with the Commission.
This Prospectus contains information concerning the Company and sales
of its Common Stock by the Selling Shareholders, which include employees of
Incat, but does not contain all the information set forth in the Registration
Statement on Form S-3 which the Company has filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Registration Statement"). The Registration Statement, including various
exhibits, may be inspected at the Commission's office in Washington, D.C.
RISK FACTORS
In addition to reviewing the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1995, the other documents incorporated herein by
reference and the other information in this prospectus, the following factors
should be considered carefully in evaluating the Company and its business before
purchasing the Common Stock offered hereby:
Reliance on the High-Performance Microcomputer Market. The market for
high-performance microcomputers and related products has continued to grow more
rapidly than the overall microcomputer market, primarily as a result of the
migration of minicomputer applications to microcomputers and the development of
increasingly sophisticated software for applications such as networking,
transaction processing, high resolution graphics and multimedia. Should this
growth decline, the Company's revenues and income may be adversely affected by a
decline in demand for the Company's products and increased pricing pressures
from both competitors and customers.
Fluctuation in Demand. The Company's customers encounter uncertain and
changing demand for their products. They typically order products from the
Company based on their forecasts. If demand falls below customers' forecasts, or
if customers do not control their inventories effectively, they may cancel or
reschedule shipments previously ordered from the Company. The Company has in the
past experienced, and may at any time and with minimal notice in the future
experience, cancellations and/or postponements of orders.
Dependence on Suppliers. The Company's products make extensive use of
standard logic, memory and microprocessor circuits. An extended supply shortage
or a major increase in the market prices of these components could have an
adverse effect on the Company's business. In addition, all semiconductor wafers
used to manufacture the Company's products are processed to its specification by
outside suppliers. The Company believes that its current wafer volume and
manufacturing technology
-2-
<PAGE> 4
requirements do not justify owning and operating a fabrication facility. The
Company's reliance on third party semiconductor manufacturers involves several
risks, including the absence of guaranteed capacity, the possible unavailability
of or delays in obtaining access to certain process technologies, and the
absence of control over wafer delivery schedules, manufacturing yields and
productions costs.
Competition and Rapid Technological Change. The markets for the
Company's products are competitive and are characterized by rapid technological
advances, frequent new product introductions and evolving industry standards.
The Company's competitors continue to introduce products with improved
performance characteristics. The Company's existing competitors may increase
their presence in, and the resources devoted to, these markets. In addition, new
competitors with substantial resources may choose to enter these markets. The
Company will have to continue to develop and market appropriate products to
remain competitive. While the Company continues to devote significant resources
to research and development, there can be no assurance that such efforts will be
successful or that the Company will develop and introduce new technology and
products in a timely manner.
Volatility of Stock Price. In recent months, the stock market in
general, and the market for shares of technology companies in particular, have
experienced extreme price fluctuations, which have often been unrelated to the
operating performance of the affected companies. In addition, factors such as
technological innovations or new product introductions by the Company, its
competitors or its customers may have a significant impact on the market price
of the Company's Common Stock. Furthermore, quarter- to-quarter fluctuations in
the Company's results of operations, caused by changes in customer demand,
changes in the microcomputer and peripherals markets, or other factors, may have
a significant impact on the market price of the Company's Common Stock. These
conditions, as well as factors which generally affect the market for stocks of
high technology companies, could cause the price of the Company's stock to
fluctuate substantially over short periods.
ADAPTEC, INC.
THE COMPANY
Adaptec, Inc. was incorporated in California in May 1981. The Company's
principal executive offices are located at 691 South Milpitas Boulevard,
Milpitas, California 95035 and its telephone number at that address is
(408) 945-8600. The Common Stock of the Company is traded on the NASDAQ National
Market System and is quoted under the symbol ADPT.
-3-
<PAGE> 5
SELLING SHAREHOLDERS
The following table shows (i) the name of each Selling Shareholder,
(ii) the number of shares of Common Stock beneficially owned prior to the
offering, (iii) the number of shares of Common Stock to be sold by him or her
pursuant to this Prospectus and (iv) the number of shares beneficially owned
after the offering:
<TABLE>
<CAPTION>
Shares
Shares Shares to be Beneficially Owned
Beneficially Owned Sold in the After the
Name Prior to Offering Offering Offering(1)
- ------------------------------------------------ ----------------- -------- -----------
<S> <C> <C> <C>
Fabrizio Caffarelli 148,239 148,239 0
1684 Dell Avenue
Campbell, CA 95008
Rossella De Peverelli 147,869 147,869 0
Via Nerino 8
Milan Italy
Whitney G. Lynn 36,967 36,967 0
1684 Dell Avenue
Campbell, CA 95008
Bruce Milne 15,403 15,403 0
10500 Northeast 8th St.
1910 Bellevue Place
Bellevue, WA 98004-4300
Umberto Bassignani 11,090 11,090 0
1684 Dell Avenue
Campbell, CA 95008
Andrea D'Amato 7,948 7,948 0
1684 Dell Avenue
Campbell, CA 95008
Paolo Barettoni 3,696 3,696 0
1684 Dell Avenue
Campbell, CA 95008
Ralph Jeffrey Stenehjem 3,696 3,696 0
1684 Dell Avenue
Campbell, CA 95008
Gianluca Macciocca 1,848 1,848 0
1684 Dell Avenue
Campbell, CA 95008
Guido Maffezzoni 1,848 1,848 0
1684 Dell Avenue
Campbell, CA 95008
Becky J. White 1,848 1,848 0
1684 Dell Avenue
Campbell, CA 95008
</TABLE>
-4-
<PAGE> 6
<TABLE>
<CAPTION>
Shares
Shares Shares to be Beneficially Owned
Beneficially Owned Sold in the After the
Name Prior to Offering Offering Offering(1)
- ------------------------------------------------ ----------------- -------- -----------
<S> <C> <C> <C>
Paul Bjorndahl 1,109 1,109 0
1684 Dell Avenue
Campbell, CA 95008
Michael J. Wright 1,109 1,109 0
1684 Dell Avenue
Campbell, CA 95008
Robert S. Griffith 924 924 0
1684 Dell Avenue
Campbell, CA 95008
Deirdre Straughan 369 369 0
Via Predabissi 6
20131 Milan, Italy
Sheila Vane 369 369 0
1684 Dell Avenue
Campbell, CA 95008
Liz Viray 369 369 0
1684 Dell Avenue
Campbell, CA 95008
Dmitri Warhus 369 369 0
1684 Dell Avenue
Campbell, CA 95008
</TABLE>
(1) Each Selling Shareholder owns less than 1% of the outstanding shares of
Common Stock of the Company. Each of the Selling Shareholders is a former
shareholder of Incat.
-5-
<PAGE> 7
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that they
intend to sell all or a portion of the shares offered hereby from time to time
in the over-the-counter market and that sales will be made at prices prevailing
at the times of such sales. The Selling Shareholders may also make private sales
directly or through a broker or brokers, who may act as agent or as principal.
In connection with any sales, the Selling Shareholders and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act. The Company will receive no part of the proceeds of sales
made hereunder.
Any broker-dealer participating in such transactions as agent may
receive commissions from the Selling Shareholders (and, if they act as agent for
the purchaser of such shares, from such purchaser). Usual and customary
brokerage fees will be paid by the Selling Shareholders. Broker-dealers may
agree with the Selling Shareholders to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the Selling Shareholders, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
the Selling Shareholders. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or otherwise
at market prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of such
shares commissions computed as described above.
The Company has advised the Selling Shareholders that the
anti-manipulative Rules 10b-2, 10b-6 and 10b-7 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), may apply to their sales in the
market, has furnished each Selling Shareholder with a copy of these Rules and
has informed them of the need for delivery of copies of this Prospectus. The
Selling Shareholders may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any such broker-dealers, and any profits
received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act if any such broker-dealers
purchase shares as principal.
Upon notification by a Selling Shareholder to the Company that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a cross or block trade, a supplemental prospectus will be filed
under Rule 424(c) under the Securities Act setting forth the name of the
participating broker-dealer(s), the number of shares involved, the price at
which such shares were sold by the Selling Shareholder, the commissions paid or
discounts or concessions allowed by the Selling Shareholder to such
broker-dealer(s), and where applicable, that such broker-dealer(s) did not
conduct any investigation to verify the information set out in this Prospectus.
Any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under that Rule rather
than pursuant to this Prospectus.
There can be no assurance that any of the Selling Shareholders will
sell any or all of the shares of Common Stock offered by them hereunder.
INFORMATION INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents and information heretofore filed with the Securities and
Exchange Commission:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1995, filed pursuant to Section 13 of the
Exchange Act.
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1995, filed pursuant to Section 13 of
the Exchange Act.
-6-
<PAGE> 8
(3) The description of the Company's Common Stock to be offered
hereby contained in the Company's Registration Statement on
Form 8-A dated October 15, 1986, filed pursuant to Section
12(g) of the Exchange Act including any amendment or report
filed for the purpose of updating such description.
(4) The Company's definitive Proxy Materials for the Annual Meeting
of Shareholders held on August 24, 1995 as filed with the
Commission on July 14, 1995.
(5) The description of the First Amended and Restated Common Shares
Rights Agreement filed on July 20, 1992 on Form 8 as Amendment
No. 3 to Registration Statement Number 0-15071 filed on Form
8-A on May 11, 1989.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after the date of this Prospectus and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Prospectus and
to be part hereof from the date of filing such documents.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation and Bylaws provide that the
Company shall indemnify its directors and executive officers to the full extent
permitted by California law, including in circumstances in which indemnification
is otherwise discretionary under California law. The Company has entered into
separate indemnification agreements with its directors and executive officers
which may require the Company, among other things, (i) to indemnify them against
certain liabilities that may arise by reason of their status or service as
directors or officers (other than liabilities arising from willful misconduct of
a culpable nature) and (ii) to advance their expenses incurred as a result of
any proceeding against them as to which they could be indemnified. The Company
also maintains in effect directors' and officers' liability insurance for each
of its directors and officers.
The Company understands that the staff of the Securities and Exchange
Commission is of the opinion that statutory, charter and contractual provisions
as are described above have no effect on claims arising under the federal
securities laws.
LEGAL MATTERS
Counsel for the Company, Wilson, Sonsini, Goodrich & Rosati,
Professional Corporation, 650 Page Mill Road, Palo Alto, California 94304-1050,
has rendered an opinion to the effect that the Common Stock offered hereby is
duly and validly issued, fully paid and non-assessable. Henry P. Massey, a
member of Wilson, Sonsini, Goodrich & Rosati, P.C., is Secretary of the Company.
-7-
<PAGE> 9
ADAPTEC, INC.
REGISTRATION STATEMENT ON FORM S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
Number
- ------
Item 14 Other Expenses of Issuance and Distribution.*
The following table sets forth costs and expenses of the sale and
distribution of the securities being registered. All amounts except Securities
and Exchange Commission and NASD fees are estimates.
<TABLE>
<S> <C>
Registration fee--Securities and Exchange Commission .............. $ 5,561.00
NASD fees ......................................................... $ 7,701.56
Accountant's fees ................................................. $ 1,000.00
Legal fees ........................................................ $ 8,000.00
Miscellaneous ..................................................... $ 500.00
Total ............................................................. $22,762.56
</TABLE>
* Represents expenses relating to the distribution by Selling
Shareholders pursuant to the Prospectus prepared in accordance with
the requirements of Form S-3. These expenses will be borne by the
Company on behalf of the Selling Shareholders.
Item 15 Indemnification of Directors and Officers.
See "Indemnification of Directors and Officers."
Item 16 Exhibits.
Exhibit
Number
------
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati
23.1 Consent of Price Waterhouse LLP (Independent Accountants).
23.2 Consent of Arthur Andersen LLP (Independent Public
Accountants).
23.3 Consent of Wilson, Sonsini, Goodrich & Rosati (Included in
Exhibit 5.1)
25.1 Power of Attorney (contained on Page II-3)
II-1
<PAGE> 10
Item 17 Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate represent a fundamental change
in the information set forth in the registration statement, and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
as that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-2
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Adaptec, Inc., a corporation organized and existing under the laws
of the State of California, certifies that it has reasonable cause to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milpitas, State of California, on the
19th day of October, 1995.
ADAPTEC, INC.
By: /s/ F. Grant Saviers
--------------------------------------------
(F. Grant Saviers, President and Chief
Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints F. Grant Saviers and Paul G. Hansen,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendment to this
Registration Statement on Form S-3, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------- --------------------------------------------------------- ----------------
<S> <C> <C>
/s/ John G. Adler Chairman of the Board of Directors October 19, 1995
- ----------------------------
(John G. Adler)
/s/ F. Grant Saviers President and Chief Executive Officer (Principal October 19, 1995
- ---------------------------- Executive Officer)
(F. Grant Saviers)
/s/ Paul G. Hansen Vice President, Finance, Chief Financial Officer October 19, 1995
- ---------------------------- (Principal Financial Officer) and Assistant
(Paul G. Hansen) Secretary
/s/ Andrew J. Brown Corporate Controller and Principal Accounting October 19, 1995
- ---------------------------- Officer
(Andrew J. Brown)
/s/ Robert J. Loarie Director October 19, 1995
- ----------------------------
(Robert J. Loarie)
</TABLE>
II-3
<PAGE> 12
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------- --------------------------------------------------------- ----------------
<S> <C> <C>
/s/ B.J. Moore Director October 19, 1995
- ----------------------------
(B.J. Moore)
/s/ W. Ferrell Sanders Director October 19, 1995
- ----------------------------
(W. Ferrell Sanders)
/s/ Laurence B. Boucher Director October 19, 1995
- ----------------------------
(Laurence B. Boucher)
/s/ Phillip E. White Director October 19, 1995
- ----------------------------
(Phillip E. White)
</TABLE>
II-4
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Page
- ------ ----
<S> <C>
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati . . . . . . . . . . . . . . . . . . . . . . . .
23.1 Consent of Price Waterhouse LLP (Independent Accountants). . . . . . . . . . . . . . . . . .
23.2 Consent of Arthur Andersen LLP (Independent Public Accountants) . . . . . . . . . . . . . . .
23.3 Consent of Wilson, Sonsini, Goodrich & Rosati (Included in Exhibit 5.1) . . . . . . . . . . .
25.1 Power of Attorney (contained on Page II-3) . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
<PAGE> 1
Exhibit 5.1
October 24, 1995
Adaptec, Inc.
691 South Milpitas Blvd.
Milpitas, CA 95035
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on October 25, 1995, in
connection with the registration under the Securities Act of 1933, as amended,
385,070 shares of your Common Stock (the "Shares"), all of which are issued and
outstanding and to be offered for sale for the benefit of certain selling
shareholders. The Shares are to be sold from time to time in the
over-the-counter market at prevailing prices or as otherwise described in the
Registration Statement. As your counsel in connection with this transaction, we
have examined the proceedings proposed to be taken in connection with said sale
of the Shares.
It is our opinion that the Shares are legally and validly issued, fully
paid, and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof, and any
amendment thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
/s/ WILSON, SONSINI, GOODRICH & ROSATI
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
April 20, 1995, which appears on page 47 of the 1995 Annual Report to
Shareholders of Adaptec, Inc., which is incorporated by reference in Adaptec,
Inc.'s Annual Report on Form 10-K for the year ended March 31, 1995.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
San Jose, California
October 23, 1995
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated April 25, 1994
included in Adaptec, Inc.'s Form 10-K for the year ended March 31, 1995.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
San Jose, California
October 23, 1995
