<PAGE> 1
As Filed with the Securities and Exchange Commission on June 26, 1998
Registration No. 33-______
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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)
DELAWARE 94-2748530
(State or other jurisdiction of (I.R.S. Employer
incorporation organization) Identification Number)
691 S. MILPITAS BLVD.
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
CHIEF EXECUTIVE OFFICER
ADAPTEC, INC.
691 S. MILPITAS BLVD.
MILPITAS, CALIFORNIA 95035
(408) 945-8600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
COPIES TO:
DAVID C. DRUMMOND, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
--------------------
Approximate date of commencement of proposed sale to the public under:
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 the 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 Maximum Proposed Maximum
Title of Securities Amount to Offering Price Per Aggregate Offering Amount of
to be Registered be Registered Share(1) Price(1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 1,241,538 $15.44 $19,169,347 $5,655
=================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for purposes of calculation of the
registration fee based on the average of the high and low sales price of the
Registrant's Common Stock on the Nasdaq National Market on June 19, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
PROSPECTUS
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1,241,538 SHARES
ADAPTEC, INC.
------------------
COMMON STOCK
($.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
Delaware corporation (the "Company") offered from time to time by 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 Common Stock to which this Prospectus relates was received by
the Selling Shareholders in connection with the acquisition by the Company of
all of the outstanding shares of Ridge Technologies, Inc. (the "Acquisition").
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 a Selling Shareholder will be borne by such Selling Shareholder.
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. On June 25, 1998, the closing price of the
Company's Common Stock was $16.69 (Nasdaq Symbol: ADPT).
SEE "RISK FACTORS" COMMENCING ON PAGE 3 FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS
OF THE COMMON STOCK OFFERED HEREBY.
The Selling Shareholders 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 June 26, 1998.
<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 the Selling Shareholders. 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 S.
Milpitas Blvd., Milpitas, CA 95035, Attn: Asst. Secretary, (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. The commission also maintains a world wide web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically. The address of the site is
http://www.sec.gov.
This Prospectus contains information concerning the Company and sales of
its Common Stock by the Selling Shareholders, 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.
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<PAGE> 4
RISK FACTORS
This report contains forward-looking statements that involve risks and
uncertainties. For example, Management's Discussion and Analysis of Results of
Operations and Financial Condition which is incorporated by reference from the
Company's Annual Report includes statements relating to expected sales growth,
anticipated operating expenditures, anticipated capital expenditures and
anticipated financing to fund the Symbios acquisition. The statements contained
in this document that are not purely historical are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, including without limitation statements
regarding the Company's expectations, beliefs, intentions or strategies
regarding the future. All forward-looking statements included in this document
are based on information available to the Company on the date hereof, and the
Company assumes no obligation to update any such forward-looking statements. The
Company's actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those set
forth in the following risk factors and elsewhere in this document. In
evaluating the Company's business, prospective investors should consider
carefully the following factors in addition to the other information set forth
in this document.
Future Operating Results Subject to Fluctuation. In the second half of
fiscal 1998, the Company's operating results were adversely affected by shifts
in corporate and retail buying patterns, increased competition, economic
instability in Asia and turbulence in the computer disk drive industry. In the
future, the Company's operating results may fluctuate as a result of these
factors and as a result of a wide variety of other factors, including, but not
limited to, cancellations or postponements of orders, shifts in the mix of the
Company's products and sales channels, changes in pricing policies by the
Company's suppliers, interruption in the supply of custom integrated circuits,
the market acceptance of new and enhanced versions of the Company's products,
product obsolescence and general worldwide economic and computer industry
fluctuations. In addition, fluctuations may be caused by future accounting
pronouncements, changes in accounting policies, and the timing of acquisitions
of other business products and technologies and any associated charges to
earnings. The volume and timing of orders received during a quarter are
difficult to forecast. The Company's customers from time to time encounter
uncertain and changing demand for their products. Customers generally order
based on their forecasts. If demand falls below such forecasts or if customers
do not control inventories effectively, they may cancel or reschedule shipments
previously ordered from the Company. The Company has historically operated with
a relatively small backlog, especially relating to orders of its host interface
solutions and has set its operating budget based in part on expectations of
future revenues. Because much of the Company's operating budget is relatively
fixed in the short term, if revenues do not meet the Company's expectations, as
happened in the fourth quarter of fiscal 1998, then the Company's operating
income and net income may be disproportionately affected. Operating results in
any particular quarter which do not meet the expectations of securities analysts
are likely to cause volatility in the price of the Company's Common Stock.
Certain Risks Associated with the High-Performance Microcomputer Market.
The Company's host interface solutions are used primarily in high performance
computer systems designed to support bandwidth-intensive applications and
operating systems. Historically, the Company's growth has been supported by
increasing demand for systems that support client/server and Internet/intranet
applications, computer-aided engineering, desktop publishing, multimedia, and
video. During the second half of fiscal 1998, the demand for such systems slowed
as more businesses chose to use relatively inexpensive PC's for desktop
applications and information technology managers shifted resources toward
resolving Year 2000 problems and investing in network infrastructure. Should
demand for such systems continue to slow, the Company's business or operating
results could be materially adversely affected by a resulting decline in demand
for the Company's products.
Certain Risks Associated with the Computer Peripherals Market. As a
supplier of controller circuits to manufacturers of computer peripherals such as
disk drives and other storage devices, a portion of the Company's business is
dependent on the overall market for computer peripherals. This market, which
itself is dependent on the market for personal computers, has historically been
characterized by periods of rapid growth followed by periods of oversupply and
contraction. As a result, suppliers to the computer peripherals industry from
time to time experience large and sudden fluctuations in demand for their
products as their customers adjust to changing conditions in their markets. If
these fluctuations are not accurately anticipated, as happened in the second
half of fiscal 1998, such suppliers, including the Company, could produce
excessive or insufficient inventories of various components which could
materially and adversely
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<PAGE> 5
affect the Company's business and operating results. The computer peripherals
industry is also characterized by intense price-competition, which in turn
creates pricing pressures on the suppliers to that industry. If the Company is
unable to correspondingly decrease its manufacturing or component costs, such
pricing pressures could have a material adverse effect on the Company's business
or operating results.
Reliance on Industry Standards, Technological Change, Dependence on New
Products. The computer industry is characterized by various standards and
protocols that evolve with time. The Company's current products are designed to
conform to certain industry standards and protocols such as SCSI, UltraSCSI,
Ultra2 SCSI, PCI, RAID, Fibre Channel, ATM, and Fast Ethernet. In particular, a
majority of the Company's revenues are currently derived from products based on
the SCSI standard. If consumer acceptance of these standards was to decline, or
if they were replaced with new standards, and if the Company did not anticipate
these changes and develop new products, the Company's business or operating
results could be materially adversely affected. For example, the Company
believes that changes in consumers' perceptions of the relative merits of SCSI
based products and products incorporating a competing standard, Ultra-DMA, have
recently started to adversely affect the sales of the Company's products and may
adversely affect the Company's future sales.
The markets for the Company's products are characterized by rapidly
changing technology, frequent new product introductions, and declining average
selling prices over product life cycles. The Company's future success is
therefore highly dependent upon the timely completion and introduction of new
products at competitive price/performance levels. The success of new product
introductions is dependent on several factors, including proper new product
definition, product costs, timely completion and introduction of new product
designs, quality of new products, differentiation of new products from those of
the Company's competitors, and market acceptance of the Company's and its
customers' products. As a result, the Company believes that continued
significant expenditures for research and development will be required in the
future. There can be no assurance that the Company will successfully identify
new product opportunities and develop and bring new products to market in a
timely manner, that products or technologies developed by others will not render
the Company's products or technologies obsolete or noncompetitive, or that the
Company's products will be selected for design into the products of its targeted
customers. The failure of any of the Company's new product development efforts
could have a material adverse effect on the Company's business or operating
results. In addition, the Company's revenues and operating results could be
adversely impacted if its customers shifted their demand to a significant extent
away from board-based I/O solutions to application-specific ICs.
Dependence on Wafer Suppliers and Other Subcontractors. All of the
finished silicon wafers used for the Company's products are currently
manufactured to the Company's specifications by independent foundries. The
Company currently purchases a substantial majority of its wafers through a
supply agreement with TSMC. The Company also purchases wafers from SGS-Thomson
Microelectronics and Seiko Epson. The manufacture of semiconductor devices is
sensitive to a wide variety of factors, including the availability of raw
materials, the level of contaminants in the manufacturing environment,
impurities in the materials used, and the performance of personnel and
equipment. While the quality, yield, and timeliness of wafer deliveries to date
have been acceptable, there can be no assurance that manufacturing yield
problems will not occur in the future. In addition, although the Company has
various supply agreements with its suppliers, a shortage of raw materials or
production capacity could lead any of the Company's wafer suppliers to allocate
available capacity to customers other than the Company, or to internal uses. Any
prolonged inability to obtain wafers with competitive performance and cost
attributes, adequate yields, or timely deliveries from its foundries would delay
production and product shipments and could have a material adverse effect on the
Company's business or operating results. The Company expects that it will in the
future seek to convert its fabrication process arrangements to smaller
geometries and to more advanced process technologies. Such conversions entail
inherent technological risks that can affect yields and delivery times. If for
any reason the Company's current suppliers were unable or unwilling to satisfy
the Company's wafer needs, the Company would be required to identify and qualify
additional foundries. There can be no assurance that any additional wafer
foundries would become available, that such foundries would be successfully
qualified, or that such foundries would be able to satisfy the Company's
requirements on a timely basis.
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<PAGE> 6
The Company's future growth will depend in large part on increasing its
wafer capacity allocation from current foundries, adding additional foundries,
and gaining access to advanced process technologies. There can be no assurance
that the Company will be able to satisfy its future wafer needs from current or
alternative sources. Any increase in general demand for wafers within the
industry or any reduction of existing wafer supply from any of the Company's
foundry sources, could materially adversely affect the Company's business,
financial condition, or operating results.
In order to secure wafer capacity, the Company from time to time has
entered into "take or pay" contracts that committed the Company to purchase
specified wafer quantities over extended periods, and has made prepayments to
foundries. In the future, the Company may enter into similar transactions or
other transactions, including, without limitation, non-refundable deposits with
or loans to foundries, or equity investments in, joint ventures with or other
partnership relationships with foundries. Any such transaction could require the
Company to seek additional equity or debt financing to fund such activities.
There can be no assurance that the Company will be able to obtain any required
financing on terms acceptable to the Company.
Additionally, the Company relies on subcontractors for the assembly and
packaging of the ICs included in its products. The Company has no long-term
agreements with its assembly and packaging subcontractors. In addition, the
Company is increasingly using board subcontractors to better balance production
runs and capacity. There can be no assurance that such subcontractors will
continue to be able and willing to meet the Company's requirements for such
components or services. Any significant disruption in supplies from, or
degradation in the quality of components or services supplied by, such
subcontractors could delay shipments and result in the loss of customers or
revenues or otherwise have a material adverse effect on the Company's business
or operating results.
Certain Risks Associated With Acquisitions. Since the beginning of fiscal
1996, the Company has completed the acquisition of 13 complementary companies
and businesses. As part of its overall strategy, the Company plans to continue
to acquire or invest in complementary companies, products, or technologies and
to enter into joint ventures and strategic alliances with other companies. Risks
commonly encountered in such transactions include the difficulty of assimilating
the operations and personnel of the combined companies, the potential disruption
of the Company's ongoing business, the inability to retain key technical and
managerial personnel, the inability of management to maximize the financial and
strategic position of the Company through the successful integration of acquired
businesses, additional expenses associated with amortization of acquired
intangible assets, dilution of existing equity holders, the maintenance of
uniform standards, controls, procedures, and policies, and the impairment of
relationships with employees and customers as a result of any integration of new
personnel. There can be no assurance that the Company will be successful in
overcoming these risks or any other problems encountered in connection with such
business combinations, investments, or joint ventures, or that such transactions
will not materially adversely affect the Company's business, financial
condition, or operating results.
Certain Risks Associated with Implementation and Utilization of New
Information Systems. The Company has recently implemented new information
systems in its operations in the United States, Singapore and Europe and will
implement new information systems in its operations in Japan. There can be no
assurance that the Company will successfully implement and utilize these new
systems efficiently and in a timely manner. Problems with installation or
utilization of the new systems could cause substantial difficulties in
operations, financial reporting and management and thus could have a material
adverse effect on the Company's business or operating results.
Year 2000 Issues. The "Year 2000 issue" arises because most computer
systems and programs were designed to handle only a two-digit year not a
four-digit year. When the Year 2000 begins, these computers may interpret "00"
as the year 1900 and could either stop processing date-related computations or
could process them incorrectly. The Company has recently implemented new
information systems and accordingly does not anticipate any internal Year 2000
issues from its own information systems, databases or programs. However, the
Company could be adversely impacted by Year 2000 issues faced by major
distributors, suppliers, customers, vendors and financial service organizations
with which the Company interacts. The Company has sent surveys to certain third
parties to determine whether they are Year 2000
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<PAGE> 7
compliant and is in the process of evaluating and following up on responses to
determine the impact that third parties who are not Year 2000 compliant may have
on the operations of the Company. The Company believes it is currently being
impacted by the redirection of corporate management information system budgets
towards resolving the Year 2000 issue. Continuation of this trend could lower
the demand for the Company's products if corporate buyers defer purchases of
high-end business PCs.
Competition. The markets for the Company's products are intensely
competitive and are characterized by rapid technological advances, frequent new
product introductions, evolving industry standards, and price erosion. In the
host adapter market, the Company competes with a number of host adapter
manufacturers. The Company's principal competitors for semiconductor solutions
in the mass storage market are captive suppliers and Cirrus Logic, Inc. As the
Company has continued to broaden its bandwidth management product offerings into
the desktop, server, and networking environments, it has experienced, and
expects to experience in the future, significantly increased competition both
from existing competitors and from additional companies that may enter its
markets. Some of these companies have greater technical, marketing,
manufacturing, and financial resources than the Company. There can be no
assurance that the Company will be able to make timely introduction of new
leading-edge solutions in response to competitive threats, that the Company will
be able to compete successfully in the future against existing or potential
competitors or that the Company's business or operating results will not be
materially adversely affected by price competition.
Certain Issues Related to Distributors. The Company's distributors
generally offer a diverse array of products from several different
manufacturers. Accordingly, there is a risk that these distributors may give
higher priority to selling products from other suppliers, thus reducing their
efforts to sell the Company's products. A reduction in sales efforts by the
Company's current distributors could have a materially adverse effect on its
business or operating results. The Company's distributors may on occasion build
inventories in anticipation of substantial growth in sales, and if such growth
does not occur as rapidly as anticipated, distributors may decrease the amount
of product ordered from the Company in subsequent quarters. In addition, there
has recently been an industry trend towards the elimination of price protection
and distributor incentive programs. This trend could result in a change in
distributor business habits, with distributors possibly deciding to decrease the
amount of product held so as to reduce inventory levels and this in turn could
reduce the Company's revenues in any given quarter and give rise to fluctuation
in the Company's operating results.
Dependence on Key Personnel. The Company's future success depends in large
part on the continued service of its key technical, marketing, and management
personnel, and on its ability to continue to attract and retain qualified
employees, particularly those highly skilled design, process, and test engineers
involved in the design enhancements and manufacture of existing products and the
development of new products and processes. The competition for such personnel is
intense, and the loss of key employees could have a material adverse effect on
the Company's business or operating results. The Company believes the recent
weakness in its financial performance and the resulting decline in its stock
price has adversely impacted its ability to attract and retain qualified
employees.
Certain Risks Associated with International Operations. The Company's
manufacturing facility and various subcontractors it utilizes from time to time
are located primarily in Asia. Additionally, the Company has various sales
offices and customers throughout Europe, Japan, and other countries. The
Company's international operations and sales are subject to political and
economic risks, including political instability, currency controls, exchange
rate fluctuations, and changes in import/export regulations, tariffs, and
freight rates. The Company may use forward exchange contracts to manage any
exposure associated with certain foreign currency denominated commitments. In
addition, because the Company's principal wafer supplier, TSMC, is located in
Taiwan, the Company is subject to the risk of political instability in Taiwan,
including the potential for conflict between Taiwan and the People's Republic of
China.
Intellectual Property Protection and Disputes. The Company has
historically devoted significant resources to research and development and
believes that the intellectual property derived from such research and
development is a valuable asset that has been and will continue to be important
to the success of the Company's business. Although the Company actively
maintains and defends its intellectual property rights, no assurance can be
given that the steps taken by the Company will be adequate to protect its
proprietary rights. In addition, the laws of certain territories in which the
Company's products are or may be developed, manufactured, or sold, including
Asia and Europe, may not protect the
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<PAGE> 8
Company's products and intellectual property rights to the same extent as the
laws of the United States. The Company has from time to time discovered
counterfeit copies of its products being manufactured or sold by others.
Although the Company maintains an active program to detect and deter the
counterfeiting of its products, should counterfeit products become available in
the market to any significant degree it could materially adversely affect the
business or operating results of the Company.
From time to time, third parties may assert exclusive patent, copyright,
and other intellectual property rights to technologies that are important to the
Company. There can be no assurance that third parties will not assert
infringement claims against the Company in the future, that assertions by third
parties will not result in costly litigation or that the Company would prevail
in such litigation or be able to license any valid and infringed patents from
third parties on commercially reasonable terms. Litigation, regardless of its
outcome, could result in substantial cost and diversion of resources of the
Company. Any infringement claim or other litigation against or by the Company
could materially adversely affect the Company's business or operating results.
Need for Interoperability. The Company's products must be designed to
interoperate effectively with a variety of hardware and software products
supplied by other manufacturers, including microprocessors, peripherals, and
operating system software. The Company depends on significant cooperation with
these manufacturers in order to achieve its design objectives and produce
products that interoperate successfully. While the Company believes that it
generally has good relationships with leading system, peripheral, and
microprocessor suppliers, there can be no assurance that such suppliers will not
from time to time make it more difficult for the Company to design its products
for successful interoperability or decide to compete with the Company.
Natural Disasters. The Company's corporate headquarters are located near
major earthquake faults. Any damage to the Company's information systems caused
as a result of an earthquake, fire, La Nina related floods or any other natural
disasters could have a material adverse effect on the Company's business,
results of operations and financial condition.
Volatility of Stock Price. The stock market in general, and the market for
shares of technology companies in particular, have from time to time 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, as occurred in the fourth quarter of
fiscal 1998, 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. In addition, the Company's stock
price may be affected by general market conditions and international
macroeconomic factors unrelated to the Company's performance such as those
recently evidenced by the financial turmoil in Asia. These conditions, as well
as factors that generally affect the market for stocks of high technology
companies, could cause the price of the Company's Common Stock to fluctuate
substantially over short periods.
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<PAGE> 9
ADAPTEC, INC.
THE COMPANY
Adaptec, Inc. was incorporated in Delaware in November 1997. It is the
successor by statutory merger to Adaptec, Inc., a California corporation, which
was incorporated in May 1981. The Company's principal executive offices are
located at 691 S. Milpitas Blvd., Milpitas, CA 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 under the symbol ADPT.
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<PAGE> 10
SELLING SHAREHOLDERS
The following table shows (i) the name of the Selling Shareholders, (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 them pursuant to this
Prospectus and (iv) the number of shares beneficially owned after the offering:
<TABLE>
<CAPTION>
SHARES
SHARES BENEFICIALLY
BENEFICIALLY SHARES TO BE OWNED
OWNED SOLD IN THE AFTER THE
NAME PRIOR TO OFFERING OFFERING OFFERING(1)
- ----------------------------------------------------- ----------------- ------------ -------------
<S> <C> <C> <C>
Abraham, Lisanne..................................... 299 299 --
Anderson, Les........................................ 3,822 3,822 --
Babu, Bashkar........................................ 997 997 --
Bain, Sam............................................ 54,492 54,492 --
Bean, Aaron.......................................... 797 797 --
Bernius, Susan....................................... 1,993 1,993 --
Buczek, Joseph....................................... 3,489 3,489 --
Canning, Brian....................................... 797 797 --
Cardillo, Barbara.................................... 22,433 22,433 --
Chandler, Darryl..................................... 2,326 2,326 --
Chen, Jeff........................................... 3,406 3,406 --
Cooper, Rosa......................................... 132 132 --
Cornett, Lary........................................ 1,495 1,495 --
Crosby, Tom.......................................... 2,492 2,492 --
Digiorno, Terri...................................... 747 747 --
Eneboe, Mike......................................... 4,486 4,486 --
Falconer, Trudy...................................... 29 29 --
Farrington, David.................................... 1,794 1,794 --
Fingles, Bruce....................................... 997 997 --
Gendler, Rosti....................................... 997 997 --
Gessen, Ed........................................... 4,985 4,985 --
Graham, Robert J. 1997 Trust......................... 255,820 255,820 --
Graham, Bob.......................................... 319,778 319,778 --
Gray, Cary, Ware..................................... 11,036 11,036 --
Grissom, Christine................................... 498 498 --
Hamlin, Chris........................................ 14,955 14,955 --
Hauge, Nancy......................................... 14,955 14,955 --
Headsten, Pam........................................ 1,794 1,794 --
Heier, Greg.......................................... 2,492 2,492 --
Hill, Robert......................................... 299 299 --
Holzer, David........................................ 4,237 4,237 --
Hsu, Ho.............................................. 1,993 1,993 --
Hutchins, Edward..................................... 116 116 --
Jackson Education Trust.............................. 13,294 13,294 --
Johnathan Mark Jackson Rev 8/97...................... 19,941 19,941 --
KTA.................................................. 598 598 --
</TABLE>
-9-
<PAGE> 11
<TABLE>
<CAPTION>
SHARES
SHARES BENEFICIALLY
BENEFICIALLY SHARES TO BE OWNED
OWNED SOLD IN THE AFTER THE
NAME PRIOR TO OFFERING OFFERING OFFERING(1)
- ----------------------------------------------------- ----------------- ------------ -------------
<S> <C> <C> <C>
Larson, Greg......................................... 1,495 1,495 --
Lopez, Tom........................................... 997 997 --
Loung, Cyndy......................................... 149 149 --
Main, Debbie......................................... 498 498 --
Mallory, John........................................ 1,993 1,993 --
McCluney, James...................................... 29,911 29,911 --
Mehler, Rick......................................... 3,489 3,489 --
Mogri, Juzer......................................... 2,492 2,492 --
Moore, Mike.......................................... 13,709 13,709 --
Nielson, Lisa Marie.................................. 299 299 --
Ogrey, Bob........................................... 2,824 2,824 --
Oney, Mark........................................... 18,694 18,694 --
Ogrey, Bill.......................................... 997 997 --
Pohlman, A. Taylor................................... 1,319 1,319 --
Quan, Mike........................................... 1,162 1,162 --
Rodgers, Jan......................................... 498 498 --
Rohner, Ron E........................................ 1,882 1,882 --
Rohner & Associates.................................. 1,349 1,349 --
Saliba, Ellen........................................ 598 598 --
Santa Clara Group Trust, The......................... 29,911 29,911 --
Silicon Venture Partners, LLC........................ 217,967 217,967 --
Sperling, Tricia..................................... 1,993 1,993 --
Stephenson, Dale..................................... 1,162 1,162 --
Sullivan, Ian........................................ 4,486 4,486 --
Sweeney, Steve....................................... 2,990 2,990 --
Taylor, Rita......................................... 1,162 1,162 --
Titus, Mary.......................................... 4,985 4,985 --
Vo, Tam.............................................. 299 299 --
Volmar, James........................................ 725 725 --
Wetzel, Greg......................................... 997 997 --
Williams, Mike....................................... 18,694 18,694 --
Williamsen, Bob...................................... 4,486 4,486 --
Willow Trust......................................... 22,433 22,433 --
Wingo, Brett......................................... 3,739 3,739 --
Woodward, Wayne...................................... 7,477 7,477 --
Yeager, Kurtis M..................................... 706 706 --
Yuhas, Allen......................................... 17,448 17,448 --
Zehr, Gregg.......................................... 37,389 37,389 --
Zweben, Louise....................................... 3,323 3,323 --
--------- ---------
Total for all........................................ 1,241,538 1,241,538
</TABLE>
- ----------
(1) Each of the Selling Shareholders owns less than 1% of the outstanding
shares of Common Stock of the Company.
-10-
<PAGE> 12
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 a Selling Shareholder (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 Shareholder. Broker-dealers may agree with a
Selling Shareholder 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 such Selling Shareholder, to purchase as principal any unsold shares
at the price required to fulfill the broker-dealer commitment to the Selling
Shareholder. 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 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 anti-manipulation rules
of Resolution M 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 Shareholder 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 the Selling Shareholders will sell any or all
of the shares of Common Stock offered by them hereunder.
-11-
<PAGE> 13
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, 1998, filed pursuant to Section 13 of the Exchange Act
(including those portions of the Company's Annual Report to
Shareholders and definitive proxy statement for the Annual Meeting
of Shareholders to be held on August 20, 1998).
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarters
ended June 30, 1997, September 30, 1997 and December 31, 1997 filed
pursuant to Section 13 of the Exchange Act.
(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
June 20, 1992, 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 description of the Company's Preferred Share Purchase Rights
contained in its Registration Statement on Form 8-A filed with the
Commission on January 14, 1997 including any amendment or report
filed for the purpose of updating such description.
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
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Company's Bylaws also permit the Company to
secure insurance on behalf of any officer, director, employee or other agent for
any liability arising out of his or her actions in such capacity, regardless of
whether the Company would have the power to indemnify him or her against such
liability under the General Corporation Law of Delaware. The Company currently
has secured such insurance on behalf of its officers and directors.
The Company has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Company's Bylaws.
Subject to certain conditions, these agreements, among other things, indemnify
the Company's directors and officers for certain expenses (including attorney's
fees), judgments, fines and settlement amounts incurred by any such person in
any action or proceeding, including any action by or in the right of the
Company, arising out of such person's services as a director or officer of the
Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company.
-12-
<PAGE> 14
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.
-13-
<PAGE> 15
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.
Registration fee--Securities and Exchange Commission .................$ 5,655
Accounting fees ......................................................$ 2,500
Legal fees ...........................................................$ 4,000
Miscellaneous ........................................................ 0
------
Total ................................................................$12,155
+ Represents expenses relating to the distribution by the 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.
<TABLE>
<CAPTION>
Exhibit
Number
-------
<S> <C>
4.1* Restated Certificate of Incorporation, as amended, of the Company
4.2* Second Amended and Restated Preferred Share Rights Agreement dated December 5, 1996
between Adaptec California and ChaseMellon Shareholder Services, LLC
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1 Consent of Independent Accountants (contained on Page II-3)
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (Included in Exhibit 5.1)
24.1 Power of Attorney (contained on Page II-4)
</TABLE>
- ----------
* Previously filed.
II-1
<PAGE> 16
Item 1 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 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.
The undersigned registrant 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.
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> 17
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 29, 1998, except for Note 12 which is as of May 21, 1998, which appears in
the Annual Report to Stockholders of Adaptec, Inc., which is incorporated by
reference in Adaptec, Inc.'s Annual Report on Form 10-K for the year ended March
31, 1998.
/s/ PRICE WATERHOUSE LLP
- -----------------------------------------
San Jose, California
June 24, 1998
II-3
<PAGE> 18
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/: F. Grant Saviers Chairman and Chief Executive Officer June 18, 1998
- ------------------------------------
(F. Grant Saviers)
/s/: Robert N. Stephens Chief Operating Officer June 18, 1998
- ------------------------------------
(Robert N. Stephens)
/s/: Paul G. Hansen Vice President of Finance, June 18, 1998
- ------------------------------------ Chief Financial Officer and
(Paul G. Hansen) Assistant Secretary
/s/: Andrew J. Brown Vice President, Corporate Controller and June 18, 1998
- ------------------------------------ Principal Accounting Officer
(Andrew J. Brown)
/s/: Laurence B. Boucher Director June 18, 1998
- ------------------------------------
(Laurence B. Boucher)
/s/: Carl J. Conti Director June 18, 1998
- ------------------------------------
(Carl J. Conti)
/s/: John C. East Director June 18, 1998
- ------------------------------------
(John C. East)
/s/: Ilene H. Lang Director June 18, 1998
- ------------------------------------
(Ilene H. Lang)
/s/: Robert J. Loarie Director June 18, 1998
- ------------------------------------
(Robert J. Loarie)
/s/: B. J. Moore Director June 18, 1998
- ------------------------------------
(B. J. Moore)
/s/: W. Ferrell Sanders Director June 18, 1998
- ------------------------------------
(W. Ferrell Sanders)
/s/: Phillip E. White Director June 18, 1998
- ------------------------------------
(Phillip E. White)
</TABLE>
II-4
<PAGE> 19
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 18th day
of June, 1998.
ADAPTEC, INC.
By: /s/ F. GRANT SAVIERS
-------------------------------------
(F. Grant Saviers, Chairman and Chief
Executive Officer)
II-5
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
- --------
<S> <C>
4.1* Restated Certificate of Incorporation, as amended, of the Company
4.2* Second Amended and Restated Preferred Share Rights Agreement dated
December 5, 1996 between Adaptec California and ChaseMellon
Shareholder Services, LLC
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
23.1 Consent of Independent Accountants (contained on Page II-3)
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (Included in Exhibit 5.1)
24.1 Power of Attorney (contained on Page II-4).
</TABLE>
- ----------
* Incorporated by reference.
<PAGE> 1
EXHIBIT 5.1
June 26, 1998
Adaptec, Inc.
691 S. Milpitas Blvd.
Milpitas, California 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 or about June 26, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 1,241,538 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 legal counsel for
Adaptec, Inc., we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the 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 further
consent to the use of our name wherever it appears in the Registration Statement
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
