<PAGE>
The Index to Exhibits is on Page 6 of this document
As filed with the Securities and Exchange
Commission on January 28, 2000
Registration No. _____________
===============================================================================
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 Number)
691 Milpitas Boulevard
Milpitas, California 95035
(Address of principal executive offices)
DISTRIBUTED PROCESSING TECHNOLOGY CORP. OMNIBUS STOCK OPTION PLAN
(Full title of the Plan)
ROBERT N. STEPHENS
President and Chief Executive Officer
ADAPTEC, INC.
691 Milpitas Boulevard
Milpitas, California 95035
(408) 945-8600
(Name, address and telephone number of agent for service)
COPIES TO:
HENRY P. MASSEY, JR., ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to to be Offering Price Aggregate Registration
be Registered Registered(1) Per Share Offering Price Fee
- ----------------------------------------- ------------------------- ---------------------- ---------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock
$0.001 par value, to be
issued under the Distributed
Processing Technology Corp.
Omnibus Stock Option Plan 1,130,525 $ 4.91(2) $ 5,550,878 $1,466
- ----------------------------------------- ------------------------- ---------------------- ---------------------- ----------------
</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 shares subject to options currently issued and outstanding
under the Distributed Processing Technology Corp. Omnibus Stock Option
Plan. Adaptec, Inc. (the "Registrant") acquired all of the outstanding
capital stock of Distributed Processing Technology Corp. ("DPT") on
December 22, 1999 (the "DPT Acquisition"). Pursuant to the terms of
the DPT Acquisition, the Registrant assumed all outstanding options to
purchase DPT Common Stock under the DPT Omnibus Stock Option Plan (the
"Assumed Options"), and such options became options to purchase the
Registrant's Common Stock, subject to certain adjustments as to number
of shares and exercise price.
(2) Pursuant to the terms of the DPT Acquisition, the per share exercise
price of the Assumed Options was amended to $4.91, the exercise price
of options to purchase DPT Common Stock under the DPT Omnibus Stock
Option Plan on December 22, 1999 divided by the exchange ratio set
forth in the Agreement and Plan of Reorganization for the DPT
Acquisition.
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PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE
The following documents and information heretofore filed
with the Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K, Commission file
no. 0-15071, filed on June 29, 1999.
(b) Quarterly reports on Form 10-Q/A relating to the quarters
ending June 30, 1998, September 30, 1998 and December 31, 1998
filed on July 7, 1999. Quarterly Reports on Form 10-Q relating
to the quarters ending June 30, 1999 and September 30, 1999
filed on August 12, 1999 and November 8, 1999, respectively.
Current Report on Form 8-K filed on January 6, 2000.
(c) Items 1 and 2 of the Registrant's Registration Statement
Amendment on Form 8-A filed on July 20, 1992 pursuant to
Section 12 of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act").
Exhibit 1 to Amendment No. 4 on Form 8-A (filed on January 14,
1997) to the Registrant's Registration Statement on Form 8-A,
Commission file no. 0-15071, filed on May 11, 1989.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law.
Delaware law provides that directors of a corporation will not be personally
liable for monetary damages for breach of their fiduciary duties as
directors, except for liability (i) for any breach of their duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases
or redemptions as provided in Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
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
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Bylaws also permit the Company to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his or her
actions in such capacity, regardless of whether the Company would have the
power to indemnify him or her against such liability under the General
Corporation Law of Delaware. The Company currently has secured such insurance
on behalf of its officers and directors.
The Company has entered into agreements to indemnify its
directors and officers, in addition to indemnification provided for in the
Company's Bylaws. Subject to certain conditions, these agreements, among
other things, indemnify the Company's directors and officers for certain
expenses (including attorneys' fees), judgments, fines and settlement amounts
incurred by any such person in any action or proceeding, including any action
by or in the right of the Company, arising out of such person's services as a
director or officer of the Company, any subsidiary of the Company or any
other company or enterprise to which the person provides services at the
request of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1(1) Second Amended and Restated Rights Agreement, dated
as of December 5, 1996 between Adaptec, Inc. and
ChaseMellon Shareholder Services, LLC, New York, NY,
including the Certificate of Determination, the form
of Rights Certificate and the Summary of Rights
attached thereto as Exhibits A, B and C,
respectively.
4.2(2) First Amendment, dated March 12, 1998, to the Second
Amended and Restated Rights Agreement, dated as of
December 5, 1996 between Adaptec, Inc. and
ChaseMellon Shareholder Services, LLC, New York, NY,
including the Certificate of Determination, the form
of Rights Certificate and the Summary of Rights
attached thereto as Exhibits A, B and C,
respectively.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, as to legality of
securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati,
Professional Corporation (see Exhibit 5.1).
24.1 Power of Attorney (see Page 4).
------------------------------------
(1) Incorporated by reference to Exhibit 1 to Amendment No. 4
on Form 8-A (filed January 14, 1997) to the Registrant's
Registration Statement (Commission File No. 0-15071) on
Form 8-A filed with the Commission on May 11, 1989.
(2) Incorporated by reference to Exhibit 4.2 to the
Registrant's Annual Report on Form 10-K, Commission file
no. 0-15071, filed on June 26, 1998.
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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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 Amendment No. 1
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Milpitas, State of California, on the 21st day of January, 2000.
ADAPTEC, INC.
By: /s/ Robert N. Stephens
-----------------------------------
Robert N. Stephens
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND DIRECTOR
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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
- --------------------------------
Robert N. Stephens President, Chief Executive Officer and Director January 19, 2000
/s/ Andrew J. Brown
- -------------------------------- Vice President, Chief Financial Officer and
Andrew J. Brown Assistant Secretary (Principal Financial Officer) January 19, 2000
/s/ Kenneth B. Arola
- -------------------------------- Vice President and Corporate Controller
Kenneth B. Arola (Principal Accounting Officer) January 19, 2000
/s/ John G. Adler
- --------------------------------
John G. Adler Director January 19, 2000
/s/ Laurence B. Boucher
- --------------------------------
Laurence B. Boucher Chairman of the Board and Director January 19, 2000
/s/ Carl J. Conti
- --------------------------------
Carl J. Conti Director January 19, 2000
- --------------------------------
John East Director January 19, 2000
- --------------------------------
Ilene H. Lang Director January 19, 2000
/s/ Robert J. Loarie
- --------------------------------
Robert J. Loarie Director January 19, 2000
/s/ B.J. Moore
- --------------------------------
B.J. Moore Director January 19, 2000
/s/ W. Ferrell Sanders
- --------------------------------
W. Ferrell Sanders Director January 19, 2000
/s/ Phillip E. White
- --------------------------------
Phillip E. White Director January 19, 2000
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER PAGE NO.
- ------------------------ ---------
<S> <C>
4.1(1) Second Amended and Restated Rights Agreement, dated
as of December 5, 1996 between Adaptec, Inc. and
ChaseMellon Shareholder Services, LLC, New York, NY,
including the Certificate of Determination, the form
of Rights Certificate and the Summary of Rights
attached thereto as Exhibits A, B and C,
respectively.
4.2(2) First Amendment, dated March 12, 1998, to the Second
Amended and Restated Rights Agreement, dated as of
December 5, 1996 between Adaptec, Inc. and
ChaseMellon Shareholder Services, LLC, New York, NY,
including the Certificate of Determination, the form
of Rights Certificate and the Summary of Rights
attached thereto as Exhibits A, B and C, respectively.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, as to legality of
securities being registered.
23.1 Consent of Independent Accountants
23.2 Consent of Wilson Sonsini Goodrich & Rosati,
Professional Corporation (see Exhibit 5.1).
-------------------------------
(1) Incorporated by reference to Exhibit 1 to Amendment No. 4 on Form
8-A (filed January 14, 1997) to the Registrant's Registration
Statement (Commission File No. 0-15071) on Form 8-A filed with the
Commission on May 11, 1989.
(2) Incorporated by reference to Exhibit 4.2 to the Registrant's
Annual Report on Form 10-K (Commission file no. 0-15071) filed
with the Commission on June 26, 1998.
</TABLE>
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<PAGE>
Exhibit 5.1
January 28, 2000
Adaptec, Inc.
691 South Milpitas Boulevard
Milpitas, California 95035
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by Adaptec, Inc., a Delaware Corporation (the "Company"), with the Securities
and Exchange Commission on or about January 28, 2000 (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended, of 1,130,525 shares of the Company's Common Stock (the
"Shares") subject to options currently issued and outstanding under the
Distributed Processing Technology Corp. Omnibus Stock Plan (the "Stock
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 Stock 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 Stock 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, P.C.
-------------------------------------------
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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 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
January 27, 2000
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