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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2000
REGISTRATION NO. 333-31978
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ADAPTEC, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 3576 94-2748530
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. employer
incorporation or organization) Classification Code Number) identification no.)
</TABLE>
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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)
ANDREW J. BROWN
VICE PRESIDENT, FINANCE AND
CHIEF FINANCIAL 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:
DENNIS R. DEBROECK, ESQ.
DAVID A. BELL, ESQ.
DANIEL P. HARVATH, ESQ.
FENWICK & WEST LLP
TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
(650) 494-0600
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
--------------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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, please check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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. / / __________
--------------------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE(3)
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value.......... 290,000 shares $36.6875 $10,639,375 $2,809
</TABLE>
(1) The shares of Common Stock set forth in the Calculation of Registration Fee
Table, and which may be offered pursuant to this Registration Statement,
include, pursuant to rule 416 of the Securities Act of 1933, as amended,
such additional number of shares of the Registrant's Common Stock that may
become issuable as a result of any stock split, stock dividend or similar
event.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 193, as amended, based
on the average of the high and low prices of the common stock on the Nasdaq
national Market on March 2, 2000.
(3) Previously Paid.
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION DATED JULY 13, 2000
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO PURCHASE, THE SECURITIES OFFERED BY THIS PROSPECTUS IN ANY JURISDICTION
TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER,
SOLICITATION OF AN OFFER OR PROXY SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES PURSUANT TO THIS
PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE INFORMATION SET FORTH OR INCORPORATED HEREIN BY REFERENCE
OR IN OUR AFFAIRS SINCE THE DATE OF THIS PROSPECTUS.
<PAGE>
PROSPECTUS
The information in this Prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
290,000 SHARES
ADAPTEC, INC.
COMMON STOCK
($0.001 PAR VALUE)
------------------
This is an offering of common stock of Adaptec, Inc. All of the shares are
being offered by certain stockholders. We will not receive any of the proceeds
from the sale of shares by the selling stockholders.
The Common Stock of Adaptec, Inc., or "Adaptec," trades on the Nasdaq
National Market.
Last reported sale price on July 12, 2000: $19.625 per share.
Trading Symbol: ADPT
---------------------
INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS.
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION, NOR ANY STATE SECURITIES
COMMISSION, HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 2000.
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TABLE OF CONTENTS
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PAGE
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The Offering................................................ 1
Risk Factors................................................ 2
Use of Proceeds............................................. 11
Selling Stockholder......................................... 11
Plan of Distribution........................................ 11
Legal Matters............................................... 13
Experts..................................................... 13
Incorporation of Certain Information by Reference........... 13
Where You Can Find More Information......................... 14
</TABLE>
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WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THIS OFFERING. YOU SHOULD NOT RELY ON SUCH INFORMATION OR REPRESENTATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE PURSUANT TO THIS
PROSPECTUS SHALL CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO
BUY ANY SECURITY OTHER THAN THE COMMON STOCK COVERED BY THIS PROSPECTUS.
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THE OFFERING
Under this Prospectus, the selling stockholder named under the section
entitled "Selling Stockholder" of this Prospectus may offer and sell shares of
our Common Stock that it acquired upon its exercise of two Warrants to Purchase
Stock it received in connection with the cross-license agreement between Adaptec
and such selling stockholder.
The selling stockholder may sell its shares of Common Stock in the open
market at prevailing market prices, or in private transactions at negotiated
prices. They may sell the shares directly, or may sell them through
underwriters, brokers or dealers. Underwriters, brokers or dealers may receive
discounts, concessions or commissions from the selling stockholder or from the
purchaser, and this compensation might be in excess of the compensation
customary in the type of transaction involved. See "Plan of Distribution."
Except for payment of the exercise price of the Warrants, Adaptec will not
receive any of the proceeds from the sale of shares by the selling stockholder.
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RISK FACTORS
THIS OFFERING IS RISKY. ANYONE WHO MAY RECEIVE COMMON STOCK UNDER THIS
PROSPECTUS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN ADDITION TO
THE OTHER INFORMATION PRESENTED IN OR INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT.
YOU SHOULD NOT RELY UPON THE FORWARD-LOOKING STATEMENTS IN THIS PROSPECTUS.
We make many forward-looking statements in this Prospectus within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act
of 1934, as amended, or the Exchange Act. These statements relate to our future
plans, objectives, expectations and intentions. We may identify these statements
by the use of words such as "believe," "expect," "anticipate," "intend" and
"plan" and similar expressions. These forward-looking statements involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of various factors,
including those we discuss in "Risk Factors" and elsewhere in this Prospectus.
These forward-looking statements speak only as of the date of this Prospectus,
and you should not rely on these statements without also considering the risks
and uncertainties associated with these statements and our business.
OUR FUTURE OPERATING RESULTS ARE SUBJECT TO FLUCTUATION, WHICH COULD REDUCE
OUR STOCK PRICE. Our operating results may fluctuate as a result of a wide
variety of factors, including, but not limited to, the following:
- cancellations or postponements of orders
- shifts in the mix of our products and sales channels
- changes in pricing policies by our suppliers
- shortages of components or wafer fabrication capacity affecting us, our
customers or our suppliers
- the market acceptance of new and enhanced versions of our products
- product obsolescence
- shortages of skilled labor
- general worldwide economic and computer industry fluctuations
- future accounting pronouncements
- changes in accounting policies
- the timing of acquisitions of other business products and technologies and
any associated charges or earnings
- restructuring actions or other involuntary terminations
Fiscal 2000 operating results were materially impacted by unusual charges,
including the following:
- write-offs of acquired in-process technology
- write-off of estimated license fees attributable to a patent settlement
agreement
Fiscal 1999 operating results were materially impacted by unusual charges,
including the following:
- write-offs of acquired in-process technology
2
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- costs related to the termination of the Symbios, Inc. acquisition
- restructuring charges
- impairment of assets
- terminations of senior executives
In addition to the unusual charges described above, our fiscal 1999
operating results were adversely affected by the following:
- shifts in corporate and retail buying patterns
- increased competition
- emerging technologies
- economic instability in Asia
- turbulence in the computer disk drive industry.
IF DEMAND FOR OUR CUSTOMERS' PRODUCTS DECLINE OR OUR CUSTOMERS DO NOT
CONTROL THEIR INVENTORIES EFFECTIVELY, OUR REVENUES MAY BE ADVERSELY
AFFECTED. The volume and timing of orders received during a quarter are
difficult to forecast. Our 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 us. We have historically operated with a relatively small backlog
and have set our operating budget based in part on expectations of future
revenues. Because much of our operating budget is relatively fixed in the
short-term, if revenues do not meet our expectations, then our operating income
and net income will be disproportionately affected. Also, operating results in
any particular quarter that do not meet the expectations of securities analysts
are likely to cause volatility in the price of our common stock.
IF DEMAND FOR SERVERS, WORKSTATIONS OR HIGH-PERFORMANCE DESKTOPS DECLINE,
OUR REVENUES FROM OUR DAS SEGMENT MAY DECLINE. Our Direct Attached Storage, or
DAS, products are used primarily in enterprise-class servers, workstations and
high-end desktop computer systems. Our DAS products include host bus adapters,
or HBA's, Redundant Array of Inexpensive Disks, or RAID, controllers, boards and
chips that allow computers to transfer information to and from peripherals, such
as hard-disk drives, scanners, CD-ROMs, CD-Rs, CD-RWs, DVD-ROMs, and Zip and Jaz
drives among many other devices. Historically, our growth has been supported by
increasing demand for systems that support:
- client/server applications
- computer-aided engineering
- Internet/intranet applications
- data storage and digital content
- multimedia
- video
In 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. Our
business or operating results could be materially adversely affected by a
similar decline in demand for our products. In addition, other technologies may
replace our existing technologies and the acceptance of our technologies in the
market may not be widespread, which could materially adversely affect our
revenues.
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<PAGE>
IF THE DEMAND FOR DESKTOP COMPUTER SYSTEMS AND CD-R AND CD-RW DRIVES
DECLINES, REVENUES FROM OUR SOFTWARE SEGMENT MAY DECLINE. Our software products
are used primarily in desktop computer systems to enable CD-R and CD-RW
capabilities. We sell our software products primarily to major OEMs and
distributors. Our business depends on general economic and business conditions
and the growth of the CD-R and desktop computer markets. If demand for our
products slows or the CD-R market does not develop as quickly as we expect, our
business or operating results may decline materially due to the resulting
decline in demand for our products.
IF WE ARE UNABLE TO PROVIDE ADEQUATE CUSTOMER SERVICE DURING OUR CUSTOMERS'
DESIGN AND DEVELOPMENT STAGE OR IF WE ARE UNABLE TO PROVIDE SUCH SERVICE IN A
TIMELY MANNER, REVENUES MAY BE LOST TO OUR COMPETITION. Certain of our products
are designed to meet our customers specifications and, to the extent we are not
able to meet these expectations at all or in timely manner, our customers may
choose to buy similar products from another company. As a result, our financial
results could be materially adversely impacted.
WE MAY BE UNABLE TO GENERATE ENOUGH REVENUES FROM PRODUCTS INCORPORATING
TECHNOLOGY LICENSED FROM AGILENT TO OFFSET THE GUARANTEED PAYMENTS TO AGILENT,
WHICH COULD MATERIALLY ADVERSELY IMPACT OUR RESULTS OF OPERATIONS. In
January 2000, we entered into a four-year agreement with Agilent Technologies,
Inc. to co-develop, market and sell fibre channel host adapters. As part of the
agreement, we agreed to license Agilent's fibre channel host adapter and
software driver technology and pay guaranteed minimum royalty payments of
$60.0 million over the term of the agreement as follows: $6.0 million in the
first year, $12.0 million in the second year, $18.0 million in the third year
and $24.0 million in the fourth year. Additionally, we issued Agilent warrants
to purchase Adaptec common stock valued at $37.1 million. The cost of these
warrants is being amortized over the term of the agreement. If we are unable to
generate sufficient revenues to offset our commitment per the agreement and
warrant amortization expenses, our results of operations could be materially
adversely impacted.
IF THERE IS A SHORTAGE OF COMPUTER COMPONENTS IN THE MARKET, OUR SALES MAY
DECLINE, WHICH COULD MATERIALLY ADVERSELY IMPACT OUR RESULTS OF OPERATIONS. If
our customers are unable to purchase certain components which are embedded into
their products, then their demand for our components may decline. Beginning in
the fourth quarter of fiscal 2000, we began to experience the impact of other
companys' chip supply shortages, which reduced the demand for some of our DAS
products. This shortage, as well as other shortages, could materially adversely
impact our sales and thereby our results of operations.
OUR RELIANCE ON INDUSTRY STANDARDS AND TECHNOLOGICAL CHANGE IN THE
MARKETPLACE MAY CAUSE OUR REVENUES TO FLUCTUATE OR DECLINE. Various standards
and protocols that evolve with time characterize the computer industry. We
design our products to conform to certain industry standards and protocols such
as the following:
TECHNOLOGIES:
- SCSI
- PCI and PCIX
- RAID
- Ultra-DMA (or UDMA)
- Etherstorage
- Infiniband
- Fibre channel
4
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OPERATING SYSTEMS:
- Windows (including Windows 98 and Windows NT)
- OS/2
- Netware
- UNIX
- Novell
- Macintosh
- Linux
In particular, a majority of our revenues are currently derived from
products based on the SCSI standard. If consumer acceptance of these standards
declines, or if new standards emerge, and if we did not anticipate these changes
and develop new products, these changes could materially adversely affect our
business or operating results. For example, we believe that changes in
consumers' perceptions of the relative merits of SCSI based products and
products incorporating a competing standard, Ultra-DMA, have materially
adversely affected the sales of our products beginning in fiscal 1998 and may
materially adversely affect our future sales.
IF OUR PRODUCTS DO NOT INTEROPERATE EFFECTIVELY, THIS COULD NEGATIVELY
IMPACT OUR REVENUES AND REDUCE THE PRICE OF OUR STOCK. We must design our
products to interoperate effectively with a variety of hardware and software
products supplied by other manufacturers, including the following:
- microprocessors
- peripherals
- operating system software
We depend on significant cooperation with these manufacturers to achieve our
design objectives and produce products that interoperate successfully. We
believe that generally we have good relationships with leading system,
peripheral, and microprocessor suppliers; however, these suppliers may, from
time to time, make it more difficult for us to design our products for
successful interoperability. These suppliers also may decide to compete with us.
OUR DEPENDENCE ON NEW PRODUCTS MAY CAUSE OUR REVENUES TO FLUCTUATE OR
DECLINE. Our future success is highly dependent upon our completing and
introducing new products at competitive price/performance levels in a timely
manner. The success of new product introductions depends on several factors,
including the following:
- defining products to meet customer needs
- product costs
- timely completion and introduction of new product designs relative to
customers' needs and competitor introductions
- quality of new products
- differentiation of new products from those of our competitors
- market acceptance of our products
As a result, we believe that continued significant expenditures for research
and development will be required in the future. We may fail to identify new
product opportunities and develop and bring new products to market in a timely
manner. In addition, products or technologies developed by others
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may render our products or technologies obsolete or noncompetitive, and our
targeted customers may not select our products for design or integration into
their products. The failure of any of our new product development efforts could
have a material adverse effect on our business or operating results.
IF WE ARE UNABLE TO COMPETE EFFECTIVELY OUR REVENUES AND OUR STOCK PRICE MAY
DECLINE. The markets for all of our products are intensely competitive and are
characterized by the following:
- rapid technological advances
- frequent new product introductions
- evolving industry standards
- price erosion
In the DAS and Storage Networking Solutions, or SNS, segments, we compete
with LSI Logic Corporation, QLogic, Corp., American Megatrends, Inc., Mylex
Corporation (a subsidiary of IBM) and other captive manufacturers and suppliers.
Our principal competitors in the Software segment range from small operations to
large consumer software companies. As we have continued to broaden our bandwidth
management product offerings into the server, and workstation and desktop
environments, we have experienced, and expect to experience in the future,
significantly increased competition both from existing competitors and from
additional companies that may enter our markets. Some of these companies have
greater technical, marketing, manufacturing, and financial resources than we do.
We cannot assure that we will have sufficient resources to accomplish any of the
following:
- meet growing product demand
- make timely introduction of new leading-edge solutions in response to
competitive threats
- compete successfully in the future against existing or potential
competitors
- provide OEMs with timely design specifications
- prevent price competition from eroding margins
COSTS ASSOCIATED WITH ACQUISITIONS MAY CAUSE OUR FINANCIAL CONDITION OR
OPERATING RESULTS TO DECLINE, WHICH COULD BE EXACERBATED IF WE ARE UNABLE TO
INTEGRATE THE ACQUIRED COMPANIES, PRODUCTS OR TECHNOLOGIES. In July 1999, we
acquired CeQuadrat, in December 1999, we acquired Distributed Processing
Technology, Corp., or DPT, and in March 2000, we acquired Wild File, Inc. Each
of the acquisitions was accounted for using the purchase method of accounting.
In January 2000, we entered into an agreement with Agilent to co-develop, market
and sell fibre channel HBAs. As part of our overall strategy, we may continue to
acquire or invest in complementary companies, products, or technologies and
enter into joint ventures and strategic alliances with other companies. In order
to be successful in these activities, we must:
- assimilate the operations and personnel of the combined companies
- minimize the potential disruption of our ongoing business
- retain key technical and managerial personnel
- integrate the acquired company into Adaptec's strategic and financial
plans.
- accurately assess the value of a potential target businesses, products or
technologies
- anticipate changes in the market conditions for acquired products or
technologies
- harmonize standards, controls, procedures, and policies
- minimize the impairment of relationships with employees and customers as a
result of integration of new personnel
6
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We may incur expenses associated with amortization of acquired intangible
assets. The benefits of acquisitions may prove to be less than anticipated and
may not outweigh the costs reported in our financial statements.
We may be unsuccessful in overcoming these risks or any other problems
encountered in connection with these or other business combinations,
investments, or joint ventures. These transactions may materially adversely
affect our business, financial condition or operating results.
WE DEPEND ON WAFER SUPPLIERS WHOSE FAILURE TO MEET OUR MANUFACTURING NEEDS
COULD NEGATIVELY AFFECT OUR OPERATIONS. Independent foundries currently
manufacture to our specifications all of the finished silicon wafers used for
our products. We currently purchase most of our wafers through a supply
agreement with Taiwan Semiconductor Manufacturing Corp., or TSMC, the
manufacture of semiconductor devices is sensitive to a wide variety of factors,
including the following:
- the availability of raw materials
- the availability of manufacturing capacity
- the level of contaminants in the manufacturing environment
- impurities in the materials used
- the performance of personnel and equipment
While we have been satisfied with the quality, yield, and timeliness of
wafer deliveries to date, we cannot assure that manufacturing yield problems may
occur in the future. In addition, although we have various supply agreements
with our suppliers, a shortage of raw materials or production capacity could
lead our wafer suppliers to allocate available capacity to other customers, or
to the suppliers' internal uses. Any prolonged inability to obtain wafers with
competitive performance and cost attributes, adequate yields, or timely
deliveries from our foundries would delay our production and our product
shipments and could have a material adverse impact on our business or operating
results. We expect that our current suppliers will, seek to convert their
fabrication process arrangements to smaller wafer geometries and to more
advanced process technologies. Such conversions entail inherent technological
risks that can affect yields and delivery times. If for any reason our current
suppliers are unable or unwilling to satisfy our wafer needs, we will be
required to identify and qualify additional foundries. Additional wafer
foundries may be unavailable, may prove to be unqualified, and may be unable to
satisfy our requirements on a timely basis.
In order to secure wafer capacity, from time to time we have entered into
"take or pay" contracts that have committed us to purchase specified wafer
quantities over extended periods, and we have made prepayments to foundries. In
the future, we may enter into similar transactions, including, without
limitation, the following:
- non-refundable deposits
- loans
- equity investments
- joint ventures
- other partnership relationships
Any such transaction could require us to seek additional equity or debt
financing to fund such activities. We may be unable to obtain any required
financing on terms acceptable to us.
WE DEPEND ON SUBCONTRACTORS WHOSE FAILURE TO MEET OUR MANUFACTURING NEEDS
COULD NEGATIVELY AFFECT OUR OPERATIONS. We rely on subcontractors for the
assembly and packaging of the integrated circuits, or ICs, included in our
products. We have no long-term agreements with our assembly and packaging
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subcontractors. We also use board subcontractors to better balance production
runs and capacity. We cannot assure that such subcontractors will continue to be
able and willing to meet our 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
impact on our business or operating results.
WE DEPEND ON THE EFFORTS OF OUR DISTRIBUTORS, WHICH IF REDUCED, WOULD RESULT
IN LOWER REVENUES AND OPERATING RESULTS. Our distributors generally offer a
diverse array of products from several different manufacturers. Accordingly, we
are at a risk that these distributors may give higher priority to selling
products from other suppliers, thus reducing their efforts to sell our products.
A reduction in sales efforts by our current distributors could materially
adversely impact our business or operating results. Our distributors may on
occasion build inventories in anticipation of substantial growth in sales, and
if such growth does not occur as rapidly as we anticipate, distributors may
decrease the amount of product ordered from us in subsequent quarters. In
addition, if we decrease our price protection or distributor-incentive programs,
our distributors may temporarily decrease the amounts of product purchased from
us. This could result in a change in distributor business habits, and
distributors may decide to decrease the amount of product held and reduce their
inventory levels. This could reduce our revenues in any given quarter and could
negatively impact our operating results. In addition, we may from time to time
take actions to reduce levels of our products at distributors. These actions
could reduce our revenues in any given quarter and could negatively impact our
operating results or revenues.
Gross revenues from distributors accounted for 54% of our total gross
revenues in fiscal 2000. One distributor accounted for 13% of net revenues in
fiscal 2000 and 19% of gross trade receivables as of March 31, 2000. Another
distributor accounted for 11% of gross trade receivables as of March 31, 2000,
but represented less than 10% of net revenues in fiscal 2000.
OUR OPERATIONS DEPEND ON KEY PERSONNEL, THE LOSS OF WHOM COULD AFFECT OUR
BUSINESS AND REDUCE OUR FUTURE REVENUES. Our future success depends in large
part on the continued service of our key technical, marketing, and management
personnel, and on our ability to continue to attract and retain qualified
employees, particularly those highly skilled design, process, and test engineers
who are 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 materially adversely
affect our business, operating results or revenues. Specifically, the expansion
of high technology companies in Silicon Valley, where our corporate offices are
located, has increased demand and competition for qualified personnel. Our
continued growth and future operating results will depend upon our ability to
attract, hire and retain significant numbers of qualified employees.
CERTAIN OF OUR INTERNATIONAL OPERATIONS ARE RISKY, AND MAY NEGATIVELY AFFECT
OUR OPERATIONS OR REVENUES. Our manufacturing facilities and various
subcontractors it utilizes from time to time are primarily located in Asia.
Additionally, we have various sales offices and customers throughout Europe,
Japan, and other countries. Our 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. We may use forward exchange contracts to manage any
exposure associated with certain foreign currency-denominated commitments. In
addition, because our primary wafer supplier, TSMC is located in Taiwan, we may
be subject to certain risks resulting from the political instability in Taiwan,
including conflicts between Taiwan and the People's Republic of China.
IF WE ARE UNABLE TO PROTECT AND ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS, WE
MAY BE UNABLE TO COMPETE EFFECTIVELY. Historically, we have devoted significant
resources to research and development, and we believe that the intellectual
property derived from such research and development is a valuable asset
8
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that is important to the success of our business. Although we actively maintain
and defend our intellectual property rights, we may be unable to adequately to
protect our proprietary rights. In addition, the laws of certain territories in
which our products are or may be developed, manufactured, or sold, including
Asia and Europe, may not protect our products and intellectual property rights
to the same extent as the laws of the United States.
Despite our efforts, we may be unable to prevent third parties from
infringing upon or misappropriating our intellectual property, which could harm
our business. We have from time to time discovered counterfeit copies of our
products being manufactured or sold by others. Although we maintain an active
program to detect and deter the counterfeiting of our products, significant
availability of counterfeit products could reduce our revenue and damage our
reputation and goodwill with customers.
THIRD PARTIES MAY ASSERT INFRINGEMENT CLAIMS AGAINST US, WHICH MAY BE
EXPENSIVE TO DEFEND AND RESULT IN ADDITIONAL COSTS AND COULD MATERIALLY
ADVERSELY IMPACT OUR OPERATIONS AND REVENUES. From time to time, third parties
may assert exclusive patent, copyright, and other intellectual property rights
to our key technologies. We cannot assure you that third parties will not assert
infringement claims against us in the future, that assertions by third parties
will not result in costly litigation, or that we 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 the outcome,
could result in substantial cost to us and diversion of our resources. Any
infringement claim or other litigation against or by us could materially
adversely impact our business, operating results or revenues.
In May 2000, we entered into an agreement with a third party for a patent
cross-license. We will pay the third party a settlement fee in return for a
release from past infringement claims prior to January 1, 2000 and a fully
paid-up license fee for the use of certain of the third party's patents through
June 30, 2004. Additionally, we will grant the third party a license to use all
of its patents for the same period. The aggregate fee to be paid by us under the
proposed cross-license agreement will range from $11 million to $25 million,
depending on the outcome of an evaluation of certain patents by an independent
party. Our best estimate of the aggregate fee that will be payable under the
proposed cross-license agreement is $18.0 million.
WE MAY ENCOUNTER NATURAL DISASTERS, WHICH MAY NEGATIVELY AFFECT OUR
OPERATIONS AND OUR FINANCIAL CONDITION. Our corporate headquarters in
California are located near major earthquake faults. Any damage to our
information systems caused as a result of an earthquake, fire or any other
natural disasters could have a material impact on our business, financial
condition and results of operations. Additionally, our primary wafer supplier is
located in Taiwan, which has experienced significant earthquakes. A severe
earthquake could interrupt our manufacturing process and could materially
adversely impact our business, financial condition or results of operations.
WE MAY EXPERIENCE VOLATILE FLUCTUATIONS IN OUR STOCK PRICE. The stock
market in general, and the market for shares of technology companies in
particular, has from time to time experienced extreme price fluctuations. Often,
these changes have been unrelated to the operating performance of the affected
companies. In addition, factors such as technological innovations or new product
introductions by us, by our competitors, or by our customers may have a
significant impact positively or negatively, on the market price of our common
stock. Furthermore, quarter-to-quarter fluctuations in our 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 our common stock. General market conditions and international
macroeconomic factors unrelated to our performance may also affect our stock
price. These conditions and other conditions and factors that generally affect
the market for stocks of technology companies could cause the price of our
common stock to fluctuate substantially over short periods.
9
<PAGE>
WE ARE EXPOSED TO CERTAIN EQUITY PRICE RISKS OR INVESTMENT RISKS WHICH COULD
AFFECT OUR QUARTERLY OR ANNUAL PROFITS AND OUR STOCK PRICE. We are exposed to
equity price risk with our investment in JNI Corporation common stock included
in "Marketable securities" in our Condensed Consolidated Balance Sheet as of
March 31, 2000. Since JNI's initial public offering in October 1999 through the
date of our fiscal 2000 Report on Form 10-K, the market price of JNI common
stock has ranged from $20.19 to $93.88 and is likely to continue to fluctuate.
An adverse change in the price of JNI common stock and limitations on the sale
of that stock could materially adversely affect our financial position and, if
we were to sell our investment at a loss, could materially adversely affect our
financial results.
WE ENGAGE IN TRANSACTIONS INVOLVING DERIVATIVES WHICH COULD ADVERSELY AFFECT
OUR FINANCIAL POSITION. We engage in transactions involving derivative
securities to execute repurchases of our common stock under stock repurchase
programs authorized by our board of directors. Some of these transactions may
obligate us to buy back shares of our common stock at prices greater than the
fair market value at the time of purchase. In June 2000, we repurchased shares
of its common stock at prices greater than the fair market value of our stock at
the date of repurchase in accordance with two derivative contracts. Although the
impact of the June 2000 repurchases did not materially adversely impact of
financial position, in the future our obligation could be in excess of the
amounts recognized in our financial statements and could materially adversely
affect our financial position.
WE MAY BE ENGAGED IN LEGAL PROCEEDINGS THAT COULD NEGATIVELY AFFECT OUR
FINANCIAL CONDITION OR BUSINESS OPERATIONS. From time to time we are subject to
litigation or claims that could negatively affect our financial condition or
business operations. For instance, a class action lawsuit is pending in the
United States District Court for the Northern District of California against us
and certain of our officers and directors. This lawsuit alleges that we made
false and misleading statements at various times during the period between
April 1997 and January 1998 and that these statements violated federal
securities laws. The complaint does not specify damages. Our motion to dismiss
the complaint was granted in April 2000. The plaintiffs were given leave to file
an amended complaint, and they have stated that they intend to do so. We believe
this lawsuit is without merit and we intend to defend ourselves vigorously.
However, any dispute, including this lawsuit, could cause us to incur unforeseen
expenses and could occupy an inordinate amount of our management's time and
attention and could negatively affect our financial condition or business
operations.
WE MAY BE SUBJECT TO A HIGHER EFFECTIVE TAX RATE THAT COULD NEGATIVELY
IMPACT OUR RESULTS OF OPERATIONS AND FINANCIAL POSITION. Currently, we are
subject to a significantly lower effective tax rate than the United States
Federal statutory tax rate due to income earned in Singapore, resulting from a
tax holiday relating to certain of our products. The terms of the tax holiday
provide that profits derived from certain products will be exempt from tax
through fiscal 2005, subject to certain conditions. If we do not continue to
meet the conditions and requirements of the tax holiday in Singapore, our
effective tax rate will increase, which could materially adversely impact our
results of operations and financial position.
WE MAY BE REQUIRED TO PAY ADDITIONAL FEDERAL INCOME TAXES WHICH COULD
NEGATIVELY IMPACT OUR FINANCIAL CONDITION. We received a statutory notice of
deficiency from the Internal Revenue Service relating to our taxable fiscal
years 1994 through 1996. Additionally, the Internal Revenue Service is auditing
our income tax returns for fiscal years 1997 through 1999, for which we have
received no proposed adjustments. We intend to contest the proposed
deficiencies. While we believe we have meritorious defenses to the proposed
adjustments and that sufficient taxes have been provided, the final outcome of
these matters could materially adversely impact our financial condition.
10
<PAGE>
USE OF PROCEEDS
Except for payment of the exercise price of the Warrants described below,
Adaptec will not receive any of the proceeds from the sale of shares by the
selling stockholder. We intend to use the payment of the exercise of the
Warrants for general corporate purposes, including working capital requirements.
SELLING STOCKHOLDER
The following table sets forth certain information known to us with respect
to the beneficial ownership of our Common Stock as of the close of business day
on July 12, 2000 by the selling stockholder. The table assumes that the selling
stockholder has exercised 100% of its Warrants described below and sells all of
the shares offered by it in this offering. However, we are unable to determine
the exact number of shares that the selling stockholder will sell or when or if
such sales will occur. We also assume, in the table below, that the selling
stockholder will not acquire any other shares of our Common Stock pending the
offering.
The selling stockholder has advised us that it is the beneficial owner of
the shares being offered.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED BEFORE OWNED AFTER
OFFERING OFFERING
-------------------- SHARES BEING -------------------
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
---- --------- -------- ------------ -------- --------
<S> <C> <C> <C> <C> <C>
Agilent Technologies, Inc..................... 1,160,000 1.2% 290,000 870,000 *
</TABLE>
------------------------
* Less that 1%
The address of the selling stockholder is 3000 Hanover Street, Palo Alto,
California 94304.
PLAN OF DISTRIBUTION
The selling stockholder will acquire the shares upon exercise of two
Warrants to Purchase Stock, the "Warrants," that it received in connection with
a cross-license agreement with us. The selling stockholder is bound by the terms
of the Warrants, which have a four-year term and entitle the selling stockholder
to purchase a total of 1,160,000 shares of our Common Stock at an exercise price
of $62.25 per share. The Warrants provide that we will register 25% of the
shares, or 290,000 shares, to be received by the selling stockholder and that
the selling stockholder may not sell or transfer such 290,000 shares until we
have registered them.
To our knowledge, the selling stockholder has not entered into any
agreement, arrangement or understanding with any particular broker or market
maker with respect to the sale of the shares covered by this Prospectus.
The selling stockholder may offer and sell shares of our Common Stock from
time to time. In addition, the selling stockholder's donees, pledgees,
transferees and other successors in interest may sell shares received from the
named selling stockholder after the date of this Prospectus. The selling
stockholder will act independently of us in making decisions with respect to the
timing, manner and size of each sale. Sales may be made over the Nasdaq National
Market or otherwise, at then prevailing market prices, at prices related to
prevailing market prices or at negotiated prices. The shares may be sold by one
or more of the following methods:
- a block trade in which the broker-dealer engaged by a selling stockholder
will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
- purchases by the broker-dealer as principal and resale by the broker or
dealer for its account pursuant to this Prospectus;
11
<PAGE>
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
- privately negotiated transactions.
The selling stockholder has advised us that it has not, as of the date of
this Prospectus, entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers for the sale of shares, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of shares by the selling stockholder.
In connection with distributions of the shares or otherwise, the selling
stockholder may enter into hedging transactions with broker-dealers or other
financial institutions. In connection with these transactions, broker-dealers or
financial institutions may engage in short sales of the shares in the course of
hedging the positions they assume with the selling stockholder. The selling
stockholder may also sell shares short and redeliver the shares to close out
these short positions. The selling stockholder may also enter into option or
other transactions with broker-dealers or other financial institutions that
require the delivery to the broker-dealer or financial institution of the
shares, which the broker-dealer or financial institution may resell or otherwise
transfer under this Prospectus. The selling stockholder may also loan or pledge
the shares to a broker-dealer or other financial institution and the broker-
dealer or financial institution may sell the shares so loaned or, upon a
default, the broker-dealer may sell the pledged shares under this Prospectus. In
addition, any securities covered by this Prospectus that qualify for sale under
Rule 144 of the Securities Act may be sold under Rule 144 rather than under this
Prospectus.
Transactions under this Prospectus may or may not involve brokers or
dealers. The selling stockholder may sell shares directly to purchasers or to or
through broker-dealers, who may act as agents or principals. Broker-dealers
engaged by the selling stockholder may arrange for other broker-dealers to
participate in selling shares. Broker-dealers or agents may receive compensation
in the form of commissions, discounts or concessions from the selling
stockholder in amounts to be negotiated in connection with the sale.
Broker-dealers or agents may also receive compensation in the form of discounts,
concessions or commissions from the purchasers of shares for whom the
broker-dealers may act as agents or to whom they sell as principal, or both.
This compensation as to a particular broker-dealer might exceed customary
commissions.
The selling stockholder and any participating broker-dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
sales of shares covered by this Prospectus. Any commission, discount or
concession received by a broker-dealer and any profit on the resale of shares
sold by them while acting as principals might be deemed to be underwriting
discounts or commissions under the Securities Act. Because selling stockholder
may be deemed to be underwriters within the meaning of the Securities Act, the
selling stockholder will be subject to the prospectus delivery requirements of
the Securities Act.
We have informed the selling stockholder that the anti-manipulation
rules under the Exchange Act apply to sales of shares in the market and to the
activities of the selling stockholder and their affiliates. The selling
stockholder have advised us that during the time they may be engaged in the
attempt to sell registered shares, they will:
- not bid for or purchase any of our securities or any rights to acquire our
securities, or attempt to induce any person to purchase any of our
securities or rights to acquire our securities, other than, in each case,
as permitted under the Exchange Act;
- not sell or distribute the shares until after the Prospectus has been
appropriately amended or supplemented, if required, to set forth the terms
of sale or distribution; and
This offering will terminate on the earlier of:
- January 17, 2001;
12
<PAGE>
- the date on which all shares held by all selling stockholder can be sold
in a three-month period under Rule 144; or
- the date on which all shares offered have been sold by the selling
stockholder.
We have agreed to pay the expenses of registering the shares under the
Securities Act, including registration and filing fees, printing expenses,
administrative expenses and certain legal and accounting fees. The selling
stockholder will bear all discounts, commissions or other amounts payable to
underwriters, dealers or agents as well as fees and disbursements for legal
counsel retained by any selling stockholder.
Adaptec and the selling stockholder have agreed to indemnify each other and
other related parties against specified liabilities, including liabilities
arising under the Securities Act. The selling stockholder may agree to indemnify
any agent, dealer or broker-dealer that participates in transactions involving
sales of shares against liabilities, including liabilities arising under the
Securities Act.
Upon the occurrence of any of the following events, a supplement to this
Prospectus will be filed, if required, under Rule 424(b) under the Securities
Act to include additional disclosure before offers and sales of the securities
in question are made:
- to the extent the securities are sold at a fixed price or at a price other
than the prevailing market price, such price would be set forth in the
Prospectus,
- if the securities are sold in block transactions and the purchaser acting
in the capacity of an underwriter wishes to resell, such arrangements
would be described in the Prospectus,
- if the selling stockholder sells to a broker-dealer acting in the capacity
as an underwriter, such broker-dealer will be identified in the Prospectus
- if the compensation paid to broker-dealers is other than usual and
customary discounts, concessions or commissions, disclosure of the terms
of the transaction would be included in the Prospectus; and
- if the selling stockholder notifies us that a donee or pledgee intends to
sell more than 500 shares.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon by Fenwick & West LLP, Palo Alto, California.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to our Annual Report on Form 10-K for the year ended March 31, 2000,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" in this Prospectus the
information that we file with the SEC. This means that we can disclose important
information by referring the reader to those SEC filings. The information
incorporated by reference is considered to be part of this Prospectus, and later
information we file with the SEC will update and supersede this information. We
incorporate by reference our Annual Report on Form 10-K for our fiscal year
ended March 31, 2000, and any future filings made with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act until termination of
the offering.
13
<PAGE>
This Prospectus may contain information that updates, modifies or is
contrary to information in one or more of the documents incorporated by
reference in this Prospectus. Reports we file with the SEC after the date of
this Prospectus may also contain information that updates, modifies or is
contrary to information in this Prospectus or in documents incorporated by
reference in this Prospectus. Investors should review these reports as they may
disclose a change in our business, prospects, financial condition or other
affairs after the date of this Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
The documents incorporated by reference into this Prospectus are available
from us upon request. We will provide a copy of any and all of the information
that is incorporated by reference in this Prospectus, not including exhibits to
the information unless those exhibits are specifically incorporated by reference
into this proxy statement Prospectus, to any person, without charge, upon
written or oral request.
Requests for documents should be directed to Investor Relations,
Adaptec, Inc., 691 S. Milpitas Blvd., Milpitas, California 95035 (telephone
number (408) 945-8600).
We file reports, proxy statements and other information with the Securities
and Exchange Commission. Copies of our reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the SEC:
<TABLE>
<S> <C> <C>
Judiciary Plaza Citicorp Center Seven World Trade Center
Room 1024 5000 West Madison Street 13th Floor
450 Fifth Street, N.W. Suite 1400 New York, New York 10048
Washington, D.C. 20549 Chicago, Illinois 60661
</TABLE>
Copies of these materials can also be obtained by mail at prescribed rates
from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330. The SEC
maintains a Website that contains our reports, proxy statements and other
information. The address of the SEC Website is http://www.sec.gov.
We have filed a registration statement under the Securities Act with the
Securities and Exchange Commission with respect to the shares to be sold by the
selling stockholder. This Prospectus has been filed as part of the registration
statement. This Prospectus does not contain all of the information set forth in
the registration statement because certain parts of the registration statement
are omitted in accordance with the rules and regulations of the SEC. The
registration statement is available for inspection and copying as set forth
above.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The aggregate estimated expenses to be paid by the Registrant in connection
with this offering are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 2,809
Nasdaq National Market filing fee........................... $ 2,900
Accounting fees and expenses*............................... $ 7,000
Legal fees and expenses*.................................... $15,000
Miscellaneous*.............................................. $ 5,000
-------
Total................................................... $32,709
=======
</TABLE>
------------------------
* Estimate
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our 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 us or our 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.
Our Bylaws provide that we shall indemnify our directors and officers and
may indemnify our employees and other agents to the fullest extent permitted by
law. Our Bylaws also permit us 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 we would have the power to
indemnify him or her against such liability under the General Corporation Law of
Delaware. We currently have secured such insurance on behalf of our officers and
directors.
We have entered into agreements to indemnify our directors and officers, in
addition to indemnification provided for in our Bylaws. Subject to certain
conditions, these agreements, among other things, indemnify our 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 Adaptec, arising out of such person's
services as a director or officer of Adaptec, any subsidiary of Adaptec or any
other company or enterprise to which the person provides services at our
request.
II-1
<PAGE>
ITEM 16. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
herein:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
--------------------- -------------
<C> <S>
4.01* Warrant to Purchase Stock delivered by Adaptec to the
selling shareholder, issued on January 17, 2000, as amended
on February 14, 2000, providing for the purchase of 696,000
shares of the Common Stock of Adaptec at an exercise price
of $62.25 per share.
4.02* Warrant to Purchase Stock delivered by Adaptec to the
selling shareholder, issued on January 17, 2000, as amended
on February 14, 2000, providing for the purchase of 464,000
shares of the Common Stock of Adaptec at an exercise price
of $62.25 per share.
5.01* Opinion of Fenwick & West LLP.
23.01* Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
24.01* Power of Attorney.
</TABLE>
------------------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
pursuant to this Registration Statement, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "SECURITIES ACT");
(ii) to reflect in the Prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement (notwithstanding the foregoing, any increase
or decrease in volume or securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement); and
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by
paragraphs (1)(i) or (1)(ii) is contained in any periodic report filed
with or furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "EXCHANGE ACT") that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed 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.
II-2
<PAGE>
(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.
(4) 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
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 provisions described under Item 15 above, 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 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.
II-3
<PAGE>
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 Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milpitas, State of California, on July 13, 2000.
<TABLE>
<S> <C> <C>
ADAPTEC, INC.
By: /s/ ANDREW J. BROWN
-----------------------------------------
Andrew J. Brown
VICE PRESIDENT, FINANCE AND
CHIEF FINANCIAL OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
PRINCIPAL EXECUTIVE OFFICER:
*
------------------------------------------- President, Chief Executive July 13, 2000
Robert N. Stephens Officer and Director
PRINCIPAL FINANCIAL OFFICER:
/s/ ANDREW J. BROWN
------------------------------------------- Vice President, Finance and July 13, 2000
Andrew J. Brown Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
*
------------------------------------------- Vice President and Corporate July 13, 2000
Kenneth B. Arola Controller
ADDITIONAL DIRECTORS:
*
------------------------------------------- Director July 13, 2000
John G. Adler
*
------------------------------------------- Chairman of the Board and July 13, 2000
Laurence B. Boucher Director
*
------------------------------------------- Director July 13, 2000
Carl J. Conti
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
*
------------------------------------------- Director July 13, 2000
John East
*
------------------------------------------- Director July 13, 2000
Ilene H. Lang
*
------------------------------------------- Director July 13, 2000
Robert J. Loarie
*
------------------------------------------- Director July 13, 2000
B.J. Moore
*
------------------------------------------- Director July 13, 2000
W. Ferrell Sanders
*
------------------------------------------- Director July 13, 2000
Phillip E. White
</TABLE>
<TABLE>
<S> <C>
*By: /s/ ANDREW J. BROWN
-------------------------------------
Andrew J. Brown
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
--------------------- -------------
<C> <S>
4.01* Warrant to Purchase Stock delivered by Adaptec to the
selling shareholder, issued on January 17, 2000, as amended
February 14, 2000, providing for the purchase of 696,000
shares of the Common Stock of Adaptec at an exercise price
of $62.25 per share.
4.02* Warrant to Purchase Stock delivered by Adaptec to the
selling shareholder, issued on January 17, 2000, as amended
February 14, 2000, providing for the purchase of 464,000
shares of the Common Stock of Adaptec at an exercise price
of $62.25 per share.
5.01* Opinion of Fenwick & West LLP.
23.01* Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
24.01* Power of Attorney.
</TABLE>
------------------------
* Previously filed.
