<PAGE>
The Index to Exhibits is on Page 4 of this document.
As filed with the Securities and Exchange Commission on December 6, 1999
Registration No. 333-77321
================================================================================
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 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. 1999 STOCK PLAN
(Full title of the Plan)
ROBERT N. STEPHENS
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 94304-1050
(650) 493-9300
===============================================================================
<PAGE>
===============================================================================
CALCULATION OF REGISTRATION FEE
===============================================================================
<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. 1999
Stock Plan (previously registered)..... 4,490,166 shares $ 23.625(2) $ 106,080,171 $ 29,490(3)
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement is the sum of the
number of shares previously registered for issuance under the Adaptec, Inc.
1990 Stock Plan which are now issuable under the Adaptec, Inc. 1999 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.
(3) Previously paid.
===============================================================================
<PAGE>
EXPLANATORY NOTE
Adaptec, Inc. (the "Company") previously registered on this
Registration Statement 4,490,166 shares of its Common Stock for issuance under
its 1990 Stock Plan. On September 9, the Stockholders (the "Stockholders") of
Adaptec, Inc. approved the Company's 1999 Stock Plan and authorized for issuance
thereunder (a) 1,000,000 shares of Common Stock plus (b) any shares of Common
Stock reserved but ungranted under the Company's 1990 Stock Plan as of the date
of Stockholder approval of the 1999 Stock Plan plus (c) any shares of returned
to the 1990 Stock Plan after the date of Stockholder approval of the 1999 Stock
Plan as a result of termination of options under the 1990 Stock Plan. Upon
Stockholder approval of the 1999 Stock Plan, the 1990 Stock Plan was terminated
with respect to new option grants. This Post-Effective Amendment No. 1 amends
the Registration Statement to register 4,490,166 shares of Common Stock for
issuance under the 1999 Plan rather than under the 1990 Stock Plan. These
4,490,166 shares represent a portion of the reserved but ungranted shares of
Common Stock under the 1990 Stock Plan which the Stockholders approved for
issuance under the 1999 Stock Plan.
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.
<TABLE>
<CAPTION>
ITEM 8. EXHIBITS
<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>
-1-
<PAGE>
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 1st day of
December, 1999.
ADAPTEC, INC.
By: /s/ Robert N. Stephens
--------------------------------
Robert N. Stephens
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND DIRECTOR
-2-
<PAGE>
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 President, Chief Executive Officer and Director December 1, 1999
- --------------------------
Robert N. Stephens
/s/ ANDREW J. BROWN Vice President, Chief Financial Officer and December 1, 1999
- -------------------------- Assistant Secretary (Principal Financial Officer)
Andrew J. Brown
/s/ KENNETH B. AROLA Vice President and Corporate Controller December 1, 1999
- -------------------------- (Principal Accounting Officer)
Kenneth B. Arola
/s/ JOHN G. ADLER* Director December 1, 1999
- --------------------------
John G. Adler
/s/ LAURENCE B. BOUCHER* Chairman of the Board and Director December 1, 1999
- --------------------------
Laurence B. Boucher
/s/ CARL J. CONTI* Director December 1, 1999
- --------------------------
Carl J. Conti
/s/ JOHN EAST* Director December 1, 1999
- --------------------------
John East
/s/ ILENE H. LANG* Director December 1, 1999
- --------------------------
Ilene H. Lang
/s/ ROBERT J. LOARIE* Director December 1, 1999
- --------------------------
Robert J. Loarie
/s/ B.J. MOORE* Director December 1, 1999
- --------------------------
B.J. Moore
/s/ W. FERRELL SANDERS* Director December 1, 1999
- --------------------------
W. Ferrell Sanders
/s/ PHILLIP E. WHITE* Director December 1, 1999
- --------------------------
Phillip E. White
* by: /s/ ROBERT N. STEPHENS December 1, 1999
---------------------
Robert N. Stephens
Attorney-in-Fact
</TABLE>
-3-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Page No.
--------- -----------
<S> <C> <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>
-4-
<PAGE>
Exhibit 5.1
December 3, 1999
Adaptec, Inc.
691 South Milpitas Boulevard
Milpitas, California 95035
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Post-Effective Amendment No. 1 to 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 December 3,
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 1999 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]
-5-
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 of our
report dated April 28, 1999 relating to the financial statements of Adaptec,
Inc., which appears in Adaptec, Inc.'s Annual Report on Form 10-K for the
year ended March 31, 1999.
/s/ PricewaterhouseCoopers LLP
San Jose, California
December 1, 1999
