<PAGE> 1
The Index to Exhibits is on Page 5 of this document.
As filed with the Securities and Exchange Commission on April 29, 1999
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
(Full title of the Plan)
ROBERT N. STEPHENS
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
<TABLE>
<CAPTION>
=============================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE 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.............. 4,490,166 shares $23.625(2) $106,080,171 $29,490
=============================================================================================================
</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.
(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 April 27, 1999 because the price at which
options to be granted in the future may be exercised is not currently
determinable.
<PAGE> 2
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The information contained in Registrant's Registration Statement on Form
S-8 (SEC File No. 333-58183) as filed with the Securities and Exchange
Commission on June 30, 1998 is hereby incorporated by reference.
ITEM 8. Exhibits
<TABLE>
<S> <C>
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 3).
</TABLE>
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<PAGE> 3
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 28th day of
April, 1999.
ADAPTEC, INC.
By: /s/ ROBERT N. STEPHENS
-----------------------------------------------
Robert N. Stephens
Chief Executive Officer, President and Director
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<PAGE> 4
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert N. Stephens and Andrew J. Brown,
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/ Robert N. Stephens Chief Executive Officer, President and April 26, 1999
- -------------------------------- Director
Robert N. Stephens
/s/ Andrew J. Brown Vice President, Chief Financial Officer and April 26, 1999
- -------------------------------- Assistant Secretary (Principal Financial
Andrew J. Brown Officer)
s/ Kenneth B. Arola Vice President and Controller (Principal April 26, 1999
- -------------------------------- Accounting Officer)
Kenneth B. Arola
Director April 26, 1999
- --------------------------------
John G. Adler
/s/ Laurence B. Boucher Chairman of the Board and Director April 26, 1999
- --------------------------------
Laurence B. Boucher
/s/ Carl J. Conti Director April 26, 1999
- --------------------------------
Carl J. Conti
/s/ John East Director April 26, 1999
- --------------------------------
John East
/s/ Ilene H. Lang Director April 26, 1999
- --------------------------------
Ilene H. Lang
Director April 26, 1999
- --------------------------------
Robert J. Loarie
/s/ B.J. Moore Director April 26, 1999
- --------------------------------
B.J. Moore
/s/ W. Ferrell Sanders Director April 26, 1999
- --------------------------------
W. Ferrell Sanders
/s/ Phillip E. White Director April 26, 1999
- --------------------------------
Phillip E. White
</TABLE>
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<PAGE> 5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------------
EXHIBITS
------------------------------------------------------
Registration Statement on Form S-8
ADAPTEC, INC.
April 29, 1999
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<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Page No.
------ --------
<S> <C>
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 3).
</TABLE>
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<PAGE> 1
Exhibit 5.1
April 28, 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 around April 29, 1999 (the "Registration Statement")
in connection with the registration under the Securities Act of 1933, as
amended, of 4,490,166 shares of the Company's Common Stock (the "Shares")
reserved for issuance under the Company's 1990 Stock Plan (the "Plan"). 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 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
[HPM]
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<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 on page B26 of the 1998 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.
PricewaterhouseCoopers LLP
San Jose, California
April 28, 1999
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