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As filed with the Securities and Exchange Commission on March 26, 1997
Registration No.33-43591
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ADAPTEC, INC.
(Exact name of issuer as specified in its charter)
Delaware 94-2748530
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(State of Incorporation) (I.R.S. Employer Identification No.)
691 South Milpitas Boulevard
Milpitas, California 95035
(Address of principal executive offices)
1986 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
F. GRANT SAVIERS
President and 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 94304-105
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock
$.001 par value,
to be issued under
1990 Stock Plan N/A* N/A* N/A* N/A*
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* No additional securities are to be registered, and registration fees were paid
upon filing of the original Registration Statement No. 33-43591. Therefore, no
further registration fee is required.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to that certain
Registration Statement on Form S-8 (File No. 33-43591) (the "Registration
Statement") is being filed pursuant to Rule 414 under the Securities Act of
1933, as amended (the "Securities Act") by Adaptec, Inc., a Delaware corporation
("Adaptec Delaware" or the "Company"), which is the successor to Adaptec, Inc.,
a California corporation ("Adaptec California"), following a statutory merger
effective on March 12, 1998 (the "Merger") for the purpose of changing Adaptec
California's state of incorporation. Prior to the Merger, Adaptec Delaware had
no assets or liabilities other than nominal assets or liabilities. In connection
with the Merger, Adaptec Delaware succeeded by operation of law to all of the
assets and liabilities of Adaptec California. The Merger was approved by the
shareholders of Adaptec California at a meeting for which proxies were solicited
pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
Except as modified by this Amendment (including modifications
resulting from the incorporation of documents by reference), Adaptec Delaware,
by virtue of this Amendment, expressly adopts the Registration Statements as its
own registration statement for all purposes of the Securities Act and the
Exchange Act.
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PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Information Incorporated by Reference
In addition to the documents already incorporated by reference into the
Registration Statement, 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.
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.
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.
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ITEM 8. Exhibits
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1 Consent of Wilson Sonsini Goodrich & Rosati (See Exhibit 5.1)
24.1 Power of Attorney (see Page II-4).
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 this Registration Statement or any material change to such
information in this 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 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 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 Delaware General Corporations Law, the
Restated Articles of Incorporation of the Registrant, the Bylaws of the
Registrant, Indemnification Agreements entered into between the Registrant and
its officers and directors, 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
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milpitas, State of
California, on the 25th day of March, 1998.
ADAPTEC, INC.
By: /s/ F. Grant Saviers
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F. Grant Saviers
President, Chief Executive Officer, and Director
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 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 dates indicated.
NAME TITLE DATE
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/s/ F. Grant Saviers
____________________________ President, Chief Executive March 25, 1998
F. Grant Saviers Officer and Director
/s/ Paul G. Hansen
____________________________ Vice President, Finance, March 25, 1998
Paul G. Hansen Chief Financial Officer,
(Principal Financial Officer)
/s/ Andrew J. Brown
____________________________ Vice President, Corporate
Andrew J. Brown Controller (Principal March 25, 1998
Accounting Officer)
/s/ Laurence B. Boucher
____________________________ Director March 25, 1998
Laurence B. Boucher
/s/ Carl J. Conti
____________________________ Director March 25, 1998
Carl J. Conti
/s/ John C. East
____________________________ Director March 25, 1998
John C. East
/s/ Robert J. Loarie
____________________________ Director March 25, 1998
Robert J. Loarie
/s/ B.J. Moore
____________________________ Director March 25, 1998
B.J. Moore
____________________________ Director March 25, 1998
W. Ferrell Sanders
/s/ Ilene H. Lang
____________________________ Director March 25, 1998
Ilene H. Lang
/s/ Phillip E. White
____________________________ Director March 25, 1998
Phillip E. White
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Exhibit 5.1
March 26, 1998
Adaptec, Inc.
691 South Milpitas Boulevard
Milpitas, California 95035
RE: REGISTRATION STATEMENT ON FORM S-8
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 March 26, 1998 (the "Registration Statement") in
connection with the assumption pursuant to Rule 414 of the Securities Act of
1933, as amended, by the Company of that certain Registration Statement on Form
S-8 filed by the Company's predecessor, Adaptec, Inc., a California Corporation
("Adaptec California"), relating to shares of Common Stock of Adaptec California
reserved for issuance under the 1986 Employee Stock Purchase Plan (the "Plan")
of Adaptec California. We understand that the Plans have been assumed by the
Company and that in accordance with the terms of the Plans, the Company has
reserved shares (the "Shares") of Common Stock of the Company for issuance
pursuant to the Plans. As your counsel, we have examined the proceedings taken
and are familiar with the proceedings proposed to be taken by you in connection
with said issuance and sale of the Shares pursuant to the Plan.
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 Plan, 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
