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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 ON
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934. FOR THE FISCAL YEAR ENDED MARCH 31, 1999 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934. FOR THE TRANSITION PERIOD FROM _____________ TO
_____________ .
COMMISSION FILE NUMBER 000-15071
ADAPTEC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2748530
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
691 S. MILPITAS BLVD.
MILPITAS, CALIFORNIA 95035
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 945-8600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.001 PAR VALUE
COMMON SHARE PURCHASE RIGHTS
(TITLE OF CLASS)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes [ ] No [X]
Based on the closing sale price of the Common Stock on the Nasdaq National
Market System on June 2, 1999, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was $2,486,811,915. Shares of Common
Stock held by each officer and director and by each person known by the Company
to own 5% or more of the outstanding Common Stock have been excluded in that
such persons may be deemed to be affiliates. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.
The number of shares outstanding of Registrant's Common Stock, $.001 par
value, was 104,447,315 at June 2, 1999.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference from the definitive proxy
statement for the Annual Meeting of Shareholders to be held on September 9,
1999.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(3) Exhibits included herein (numbered in accordance with Item 601 of Regulation
S-K):
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION NOTES
---------------- --------------------------------------------------------------------------------------------------- ----------
<S> <C> <C>
2.1 Agreement for Purchase and Sale of Stock by and among Western Digital Corporation, Western (3)
Digital CSG Corporation, and Adaptec, Inc. dated April 9, 1996.
2.2 Agreement and Plan of Reorganization by and among Adaptec, Inc., Adaptec Acquisition Corporation, (4)
and Data Kinesis, Inc. dated August 6, 1996.
2.3 Asset Acquisition Agreement by and among Adaptec, Inc. and Analog Devices, Inc. dated March 24, (16)
1998
2.4 Agreement and Plan of Reorganization by and among Adaptec, Inc., Ridge Technologies and RDS (16)
Acquisition (as of May 21, 1998).
2.5 Agreement and Plan of Merger dated February 23, 1998 between Registrant and Adaptec, Inc., a (16)
California corporation.
2.6 Asset Purchase Agreement between Texas Instruments, Incorporated and Adaptec, Inc. dated (14)
November 6, 1998.
2.7 Asset Acquisition Agreement among Adaptec, Inc., Adaptec Mfg.(s) Pte. Ltd. and (14)
STMicroelectronics, Inc. dated January 15, 1999.
2.8 Amendment No. 1 to Asset Acquisition Agreement among Adaptec, Inc., Adaptec Mfg. (s) Pte. Ltd. (14)
and STMicroelectronics, Inc. dated January 15, 1999.
3.1 Certificate of Incorporation of Registrant filed with Delaware Secretary of State on November 19, (16)
1997.
3.2 Bylaws of Registrant, as amended on June 29, 1999. (17)
4.1 Second Amended and Restated Rights Agreement dated December 5, 1996 between Registrant and Chase (8)
Mellon Shareholder Services, Inc. as Rights Agents.
4.2 First Amendment dated March 12, 1998 to Second Amended and Restated Rights Agreement. (16)
4.3 Indenture dated as of February 3, 1997 between Registrant and State Street Bank and Trust Company. (1)
4.4 First Supplemental indenture dated as of March 12, 1998 between Registrant and State Street Bank (16)
and Trust Company.
10.1+ Registrant's 1986 Employee Stock Purchase Plan. (6)
10.2 Technology License Agreement dated January 1, 1985 between the Registrant and International (10)
Business Machines Corporation.
10.3+ Registrant's Savings and Retirement Plan. (9)
10.4+ 1990 Stock Plan, as amended. (12)
10.5+ Forms of Stock Option Agreement, Tandem Stock Option/SAR Agreement, Restricted Stock Purchase (7)
Agreement, Stock Appreciation Rights Agreement, and Incentive Stock Rights Agreement for use in
connection with the 1990 Stock Plan, as amended.
10.6+ 1990 Directors' Option Plan and forms of Stock Option Agreement, as amended. (17)
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10.7 Option Agreement I between Adaptec Manufacturing (s) Pte. Ltd. and Taiwan Semiconductor (2)
Manufacturing Co., Ltd. dated October 23, 1995.
10.8* Option Agreement II between Adaptec Manufacturing (s) Pte. Ltd. and Taiwan Semiconductor (2)
Manufacturing Co., Ltd. dated October 23, 1995.
10.9 Consignment Agreement between Adaptec, Inc. and AT&T Corp. dated January 10, 1996. (2)
10.10 Form of Indemnification Agreement entered into with directors and officers of Adaptec, Inc., a (11)
California corporation, prior to Registrant's reincorporation into Delaware.
10.11 Form of Indemnification Agreement entered into between Registrant and its officers and directors. (16)
10.12 Deposit and Supply Agreement between Taiwan Semiconductor Manufacturing Co., Ltd. and Adaptec (6)
Manufacturing Pte. Ltd.
10.13 Industrial Lease Agreement between the Registrant, as Lessee, and Jurong Town Corporation, as (5)
Lessor.
10.14 Amendment No. 1 to Option Agreement III between Adaptec Manufacturing (s) Pte. Ltd. and Taiwan (13)
Semiconductor Manufacturing Co. Ltd.
10.15 Termination of Option III agreement between Adaptec Manufacturing (s) Pte. Ltd. and Taiwan (15)
Semiconductor Manufacturing Co. Ltd.
10.16** Amendment to Option Agreements I & II between Taiwan Semiconductor Manufacturing Co., Ltd. and
Adaptec, Manufacturing (s) Pte. Ltd.
10.17 Modification to Amendment to Option Agreements I & II between Taiwan Semiconductor Manufacturing (17)
Co., Ltd. and Adaptec, Manufacturing (s) Pte. Ltd.
21.1 Subsidiaries of Registrant. (17)
23.1 Consent of Independent Accountants, PricewaterhouseCoopers LLP. (See Page 34) (17)
24.1 Power of Attorney. (See Page 36) (17)
27.1 Financial Data Schedule for the year ended March 31, 1999. (17)
27.2 Financial Data Schedule for the year ended March 31, 1998. (17)
27.3 Financial Data Schedule for the year ended March 31, 1997. (17)
</TABLE>
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(1) Incorporated by reference to exhibits filed with Registrant's
Registration Statement Number 333-24557 on Form S-1 on April 4, 1997.
(2) Incorporated by reference to exhibits filed with Registrant's Annual
Report on Form 10-K for the year ended March 31, 1996.
(3) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 28, 1996.
(4) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 27, 1996.
(5) Incorporated by reference to exhibits filed with Registrant's Annual
Report on Form 10-K for the year ended March 31, 1995.
(6) Incorporated by reference to exhibits filed with Registrant's Annual
Report on Form 10-K for the year ended March 31, 1994.
(7) Incorporated by reference to exhibits filed with Registrant's Annual
Report on Form 10-K for the year ended March 31, 1993.
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(8) Incorporated by reference to Exhibit 1 filed with Amendment No. 4 to
Registrant's Registration Statement Number 0-15071 on Form 8-A as filed
on January 4, 1997.
(9) Incorporated by reference to exhibits filed with Registrant's Annual
Report on Form 10-K for the fiscal year ended March 31, 1987.
(10) Incorporated by reference to Exhibit 10.15 filed in response to Item
16(a) "Exhibits," of Registrant's Registration Statement on Form S-1
and Amendment No. 1 and Amendment No. 2 thereto (file No. 33-5519),
which became effective on June 11, 1986.
(11) Incorporated by reference to exhibits filed with Registrant's Annual
Report on Form 10-K for the fiscal year ended March 31, 1992.
(12) Incorporated by reference to Exhibit 4.2 to Form 10-Q as filed February
7, 1996.
(13) Incorporated by reference to Exhibit 10.1 to Form 10-Q as filed August
7, 1998.
(14) Incorporated by reference to Exhibits 2.1, 2.2, 2.3, respectively, to
Form 8-K as filed January 29, 1999.
(15) Incorporated by reference to Exhibit 10.1 to Form 10-Q as filed
February 12, 1999.
(16) Incorporated by reference to exhibits filed with the Registrant's
Annual Report on Form 10-K for the year ended March 31, 1998.
(17) Previously Filed.
+ Management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K pursuant to Item 14(c) of said
form.
* Confidential treatment has been granted for portions of this agreement.
** Confidential treatment has been requested for portions of this
agreement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized.
ADAPTEC, INC.
Date: July 20, 2000 /s/ Andrew J. Brown
-------------------------------------
Andrew J. Brown
Vice President of Finance
Chief Financial Officer
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POWER OF ATTORNEY
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
\s\ Robert N. Stephens* Chief Executive Officer July 20, 2000
--------------------------------------------------
(Robert N. Stephens)
\s\ Andrew J. Brown Vice President of Finance, July 20, 2000
-------------------------------------------------- Chief Financial Officer and
(Andrew J. Brown)
\s\ Kenneth B. Arola* Vice President, Corporate Controller and July 20, 2000
-------------------------------------------------- Principal Accounting Officer
(Kenneth B. Arola)
\s\ Laurence B. Boucher* Chairman July 20, 2000
--------------------------------------------------
(Laurence B. Boucher)
\s\ John G. Adler* Director July 20, 2000
--------------------------------------------------
(John G. Adler)
\s\ Carl J. Conti* Director July 20, 2000
--------------------------------------------------
(Carl J. Conti)
\s\ John C. East* Director July 20, 2000
--------------------------------------------------
(John C. East)
\s\ Ilene H. Lang* Director July 20, 2000
--------------------------------------------------
(Ilene H. Lang)
\s\ Robert J. Loarie* Director July 20, 2000
--------------------------------------------------
(Robert J. Loarie)
\s\ B. J. Moore* Director July 20, 2000
--------------------------------------------------
(B. J. Moore)
\s\ W. Ferrell Sanders* Director July 20, 2000
--------------------------------------------------
(W. Ferrell Sanders)
\s\ Phillip E. White* Director July 20, 2000
--------------------------------------------------
(Phillip E. White)
*by: /s/ Andrew J. Brown
--------------------------------------------------
Andrew J. Brown, Attorney-in-fact
</TABLE>
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