<PAGE> 1
The Index to Exhibits is on Page 7 of this document.
As filed with the Securities and Exchange Commission on June 30, 1998
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ADAPTEC, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2748530
(State of Incorporation) (I.R.S. Employer Identification No.)
691 South Milpitas Boulevard
Milpitas, California 95035
(Address of principal executive offices)
ADAPTEC, INC. 1990 STOCK PLAN
RIDGE TECHNOLOGIES, INC. 1997 STOCK OPTION PLAN
(Full title of the Plan)
F. GRANT SAVIERS
Chief Executive Officer
ADAPTEC, INC.
691 South Milpitas Boulevard
Milpitas, California 95035
(408) 945-8600
(Name, address and telephone number of agent for service)
Copies to:
HENRY P. MASSEY, JR., ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) Per Share Price Fee
- ---------------------------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Common Stock
$.001 par value, to be issued
under the Adaptec, Inc.
1990 Stock Plan 9,584,899 $15.94(2) $152,783,290.00 $45,071.07
- ---------------------------------- ----------------- ----------------- ----------------- -----------------
Common Stock
$.001 par value, to be issued
under the Ridge Technologies,
Inc. 1997 Stock Option Plan 1,720,000 $17.38(3) $ 29,893,600.00 $8,818.61
================================== ================= ================= ================= =================
Total 11,304,899 $182,676,890.00 $53,889.68
================================== ================= ================= ================= =================
</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement is the number
of additional shares authorized to be issued under the Adaptec, Inc.
1990 Stock Plan and the number of shares subject to options currently
issued and outstanding under the Ridge Technologies, Inc. 1997 Stock
Option Plan. Adaptec, Inc. (the "Registrant") acquired all of the
outstanding capital stock of Ridge Technologies, Inc. ("Ridge") on May
21, 1998 (the "Ridge Acquisition"). Pursuant to the terms of the Ridge
Acquisition, the Registrant assumed all outstanding options to purchase
Ridge Common Stock under the Ridge 1997 Stock Option Plan (the "Assumed
Options"), and such options became options to purchase the Registrant's
Common Stock, subject to certain adjustments as to number of shares and
exercise price.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended (the "Securities Act") solely for the purpose of
calculating the registration fee. Computation based upon the average of
the high and low prices of the Registrant's Common Stock as reported on
The Nasdaq National Market on June 24, 1998 because the price at which
options to be granted in the future may be exercised is not currently
determinable.
(3) Pursuant to the terms of the Ridge Acquisition, the per share exercise
price of the Assumed Options was amended to $17.38, the closing sale
price of the Registrant's Common Stock as reported on The Nasdaq
National Market on May 20, 1998.
<PAGE> 3
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Information Incorporated by Reference
The following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference:
(a) The Registrant's Annual Report on Form 10-K, Commission file
no. 0-15071, filed on June 26, 1998.
(b) Not applicable.
(c) Items 1 and 2 of the Registrant's Registration Statement
Amendment on Form 8-A filed on July 20, 1992 pursuant to
Section 12 of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act").
Exhibit 1 to Amendment No. 4 on Form 8-A (filed on January 14,
1997) to the Registrant's Registration Statement on Form 8-A,
Commission file no. 0-15071, filed on May 11, 1989.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 4. Description of Securities
Not applicable.
ITEM 5. Interests of Named Experts and Counsel
Not applicable.
ITEM 6. Indemnification of Directors and Officers
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.
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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 attorneys' 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.
ITEM 7. Exemption From Registration Claimed
Not applicable.
<TABLE>
<CAPTION>
ITEM 8. Exhibits
--------
<S> <C>
4.1(1) Second Amended and Restated Rights Agreement, dated as of
December 5, 1996 between Adaptec, Inc. and ChaseMellon
Shareholder Services, LLC, New York, NY, including the
Certificate of Determination, the form of Rights Certificate
and the Summary of Rights attached thereto as Exhibits A, B
and C, respectively.
4.2(2) First Amendment, dated March 12, 1998, to the Second Amended
and Restated Rights Agreement, dated as of December 5, 1996
between Adaptec, Inc. and ChaseMellon Shareholder Services,
LLC, New York, NY, including the Certificate of Determination,
the form of Rights Certificate and the Summary of Rights
attached thereto as Exhibits A, B and C, respectively.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (see Exhibit 5.1).
24.1 Power of Attorney (see Page 4).
</TABLE>
- ---------------
(1) Incorporated by reference to Exhibit 1 to Amendment No. 4 on
Form 8-A (filed January 14, 1997) to the Registrant's
Registration Statement (Commission File No. 0-15071) on Form
8-A filed with the Commission on May 11, 1989.
2
<PAGE> 5
(2) Incorporated by reference to Exhibit 4.2 to the Registrant's
Annual Report on Form 10-K, Commission file no. 0-15071, filed
on June 26, 1998.
ITEM 9. Undertakings
A. 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 such 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.
B. 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 Sec tion 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 at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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.
3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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 26th day of
June, 1998.
ADAPTEC, INC.
By: /s/ F. GRANT SAVIERS
-------------------------------------
F. Grant Saviers
Chief Executive Officer and Director
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, as his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, 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 by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- --------------------------- ------------------------------------------------ --------------------
<S> <C> <C>
/s/ F. GRANT SAVIERS Chief Executive Officer and Director June 26, 1998
- --------------------------
F. Grant Saviers
/s/ PAUL G. HANSEN Vice President, Finance, Chief Financial Officer June 29, 1998
- --------------------------
Paul G. Hansen (Principal Financial Officer)
/s/ ANDREW J. BROWN Vice President, Corporate Controller (Principal June 29, 1998
- --------------------------
Andrew J. Brown Accounting Officer)
Director June __, 1998
- --------------------------
Laurence B. Boucher
/s/ CARL J. CONTI Director June 28, 1998
- --------------------------
Carl J. Conti
Director June __, 1998
- --------------------------
John East
Director June __, 1998
- --------------------------
Ilene H. Lang
/s/ ROBERT J. LOARIE Director June 29, 1998
- --------------------------
Robert J. Loarie
</TABLE>
4
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<TABLE>
<CAPTION>
NAME TITLE DATE
- --------------------------- ------------------------------------------------ ------------------
<S> <C> <C>
/s/ B.J. MOORE Director June 28, 1998
- --------------------------
B.J. Moore
/s/ W. FERRELL SANDERS Director June 26, 1998
- --------------------------
W. Ferrell Sanders
Director June __, 1998
- --------------------------
Phillip E. White
</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------------
EXHIBITS
------------------------------------------------------
Registration Statement on Form S-8
ADAPTEC, INC.
June 30, 1998
6
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number No.
------ ---
<S> <C> <C>
4.1(1) Second Amended and Restated Rights Agreement, dated as of
December 5, 1996 between Adaptec, Inc. and ChaseMellon
Shareholder Services, LLC, New York, NY, including the
Certificate of Determination, the form of Rights Certificate and
the Summary of Rights attached thereto as Exhibits A, B and C,
respectively.
4.2(2) First Amendment, dated March 12, 1998, to the Second Amended and
Restated Rights Agreement, dated as of December 5, 1996 between
Adaptec, Inc. and ChaseMellon Shareholder Services, LLC, New
York, NY, including the Certificate of Determination, the form of
Rights Certificate and the Summary of Rights attached thereto as
Exhibits A, B and C, respectively.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (see Exhibit 5.1).
24.1 Power of Attorney (see Page 4).
</TABLE>
- ------------
(1) Incorporated by reference to Exhibit 1 to Amendment No. 4 on Form
8-A (filed January 14, 1997) to the Registrant's Registration
Statement (Commission File No. 0-15071) on Form 8-A filed with
the Commission on May 11, 1989.
(2) Incorporated by reference to Exhibit 4.2 to the Registrant's
Annual Report on Form 10-K (Commission file no. 0-15071) filed
with the Commission on June 26, 1998.
7
<PAGE> 1
Exhibit 5.1
June 30, 1998
Adaptec, Inc.
691 South Milpitas Boulevard
Milpitas, California 95035
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
Adaptec, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission on or about June 30, 1998 (the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as amended,
of an aggregate of 11,304,899 shares of the Company's Common Stock (the
"Shares") reserved for issuance under the Company's 1990 Stock Plan and the
Ridge Technologies, Inc. 1997 Stock Option Plan (collectively, the "Plans"). As
your legal counsel, we have examined the proceedings taken and are familiar with
the proceedings proposed to be taken by you in connection with the issuance and
sale of the Shares under the Plans.
It is our opinion that, upon completion of the proceedings being taken
or contemplated by us to be taken prior to the issuance and sale of the Shares
pursuant to the Plans, and upon completion of the proceedings being taken in
order to permit such transaction to be carried out in accordance with the
securities laws of the various states where required, the Shares, when issued
and sold in the manner referred to in the Plan and the Registration Statement,
will be legally and validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
[HPM]
8
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 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.
PRICE WATERHOUSE LLP
San Jose, California
June 24, 1998
9
