ADAPTEC INC
8-K, 1997-01-31
COMPUTER COMMUNICATIONS EQUIPMENT
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                            ------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)      January 20, 1997
                                                 ------------------------

                                  ADAPTEC, INC.
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

         CALIFORNIA                0-15071                   94-2748530
- --------------------------------------------------------------------------------
(State or other jurisdiction    (Commission                 (IRS Employer
     of incorporation)          File Number)             Identification No.)


691 S. MILPITAS DRIVE, MILPITAS, CALIFORNIA                      95035
- --------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code   (408) 945-8600
                                                   --------------------

                                 NOT APPLICABLE
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
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ITEM 5.           OTHER EVENTS

         The information which is set forth in the Registrant's News Release
dated January 20, 1997 is incorporated herein by reference.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

                  (c)      Exhibits

                           99.1 Text of Press Release dated January 20, 1997.



                                       -2-
<PAGE>   3
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: January 20, 1997               ADAPTEC, INC.


                                     /s/ PAUL G. HANSEN
                                     -------------------------------------------
                                     Paul G. Hansen,
                                     Vice President, Finance and Chief Financial
                                     Officer


                                      
                                       -3-
<PAGE>   4
                                INDEX TO EXHIBITS

Exhibit                                      Description
- -------                                      -----------
99.1                             Text of Press Release dated January 20, 1997



                                      -4-

<PAGE>   1
[ADAPTEC LOGO]                                         FOR IMMEDIATE RELEASE



          ADAPTEC ANNOUNCES OFFERING OF CONVERTIBLE SUBORDINATED NOTES

MILPITAS, CALIF. January 20, 1997 Adaptec, Inc. (Nasdaq. ADPT) announced today
that it intends to raise $200 million (excluding the proceeds of the
over-allotment option, if any) through an offering of convertible subordinated
notes within the United States to qualified institutional investors and outside
the United States to non-U.S. investors. The Company stated that it intends to
use the net proceeds of the offering for general corporate purposes, including
working capital, possible prepayments or other arrangements to obtain foundry
capacity, capital expenditures and possible acquisitions. No other terms were
disclosed. 

The securities to be offered will not be registered under the Securities Act of
1933, as amended, or applicable state securities laws, and may not be offered
or sold in the United States absent registration under the Securities Act and
applicable state securities laws or available exemptions from the registration
requirements. 



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