<PAGE>
The Index to Exhibits is on Page 6 of this document
As filed with the Securities and Exchange Commission on December 21, 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)
ADAPTEC, INC. 2000 DIRECTOR OPTION PLAN
ADAPTEC, INC. 2000 NONSTATUTORY 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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
<S> <C> <C> <C> <C>
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to to be Offering Price Aggregate Registration
be Registered Registered(1) Per Share(2) Offering Price Fee
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
Common Stock
$0.001 par value, to be
issued under the Adaptec,
Inc. 2000 Director Option Plan 1,000,000 $ 8.375 $ 8,375,000 $ 2,211
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
Common Stock
$0.001 par value, to be
issued under the Adaptec,
Inc. 2000 Nonstatutory Stock
Option Plan 8,000,000 $ 8.375 $ 67,000,000 $ 17,688
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
Total 9,000,000 $ 8.375 $ 75,375,000 $ 19,899
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement is the number of
additional shares authorized to be issued under the Adaptec, Inc. 2000
Director Option Plan and 2000 Nonstatutory Stock Option 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 December 20, 2000 because the price at which options to be
granted in the future may be exercised is not currently determinable.
<PAGE>
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 27, 2000, as amended by Amendment Number 1,
filed on July 20, 2000, and Amendment Number 2, filed on July 27,
2000.
(b) The Registrant's Quarterly report on Form 10-Q for the quarterly
period ended September 30, 2000, filed on November 6, 2000.
The Registrant's Quarterly report on Form 10-Q for the quarterly
period ended June 30, 2000, filed on August 11, 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.
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<PAGE>
The Company's Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Company's Bylaws also permit the Company to
secure insurance on behalf of any officer, director, employee or other agent for
any liability arising out of his or her actions in such capacity, regardless of
whether the Company would have the power to indemnify him or her against such
liability under the General Corporation Law of Delaware. The Company currently
has secured such insurance on behalf of its officers and directors.
The Company has entered into agreements to indemnify its directors
and officers, in addition to indemnification provided for in the Company's
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Company's directors and officers for certain expenses
(including 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 5).
------------------------------------
(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.
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<PAGE>
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in 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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<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 21st day of
December, 2000.
ADAPTEC, INC.
By: /s/ ROBERT N. STEPHENS
---------------------------------------
Robert N. Stephens
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert N. Stephens and David A. Young,
jointly and severally, as his or her attorneys-in-fact, each with the power
of substitution, for him or her 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 President, Chief Executive Officer and December 21, 2000
---------------------------------- Director
Robert N. Stephens
/s/ DAVID A. YOUNG Vice President and Chief Financial Officer December 21, 2000
---------------------------------- (principal financial officer)
David A. Young
/s/ KENNETH B. AROLA Vice President and Corporate Controller December 21, 2000
---------------------------------- (principal accounting officer)
Kenneth B. Arola
/s/ LAURENCE B. BOUCHER Chairman of the Board and Director December 21, 2000
----------------------------------
Laurence B. Boucher
---------------------------------- Director
Carl J. Conti
/s/ JOHN EAST Director December 21, 2000
----------------------------------
John East
---------------------------------- Director
Ilene H. Lang
/s/ ROBERT J. LOARIE Director December 21, 2000
----------------------------------
Robert J. Loarie
---------------------------------- Director
B.J. Moore
/s/ W. FERRELL SANDERS Director December 21, 2000
----------------------------------
W. Ferrell Sanders
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER
--------------
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.
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