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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
------
JNI Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
46622G10
----------------------------------
(CUSIP Number)
October 29, 1999
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
Page 1 of 6 pages
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CUSIP No.
46622G10
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Adaptec, Inc. IRS#: 942748530
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power
Beneficially 1,972,895
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting Power
Person With: N/A
--------------------------------------------------
(7) Sole Dispositive Power
1,972,895
--------------------------------------------------
(8) Shared Dispositive Power
N/A
- -------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,972,895
- -------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) N/A
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
8.7%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions)
CO
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Page 2 of 6 pages
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INSTRUCTIONS FOR SCHEDULE 13G
INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS--Furnish
the full legal name of each person for whom the report is filed--i.e.,
each person required to sign the schedule itself--including each member
of a group. Do not include the name of a person required to be
identified in the report but who is not a reporting person. Reporting
persons that are entities are also requested to furnish their I.R.S.
identification numbers, although disclosure of such numbers is
voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13G" below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and that membership is expressly affirmed,
please check row 2(a). If the reporting person disclaims membership in
a group or describes a relationship with the other persons but does not
affirm the existence of a group, please check row 2(b) [unless it is a
joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be
necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) CITIZENSHIP OR PLACE OF ORGANIZATION--Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization.
(5)-(9),(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON,
ETC.--Rows (5) through (9) inclusive, and (11) are to be completed in
accordance with the provisions of Item 4 of Schedule 13G. All
percentages are to be rounded off to the nearest tenth (one place after
decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row (9)
does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 (17 CFR 240.13d-4) under the Securities Exchange
Act of 1934.
(12) TYPE OF REPORTING PERSON--Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and
place the appropriate symbol on the form:
CATEGORY SYMBOL
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
NOTES:
Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedules 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only
be used where the cover page item or items provide all the disclosure
required by the schedule item. Moreover, such a use of a cover page item
will result in the item becoming a part of the schedule and accordingly being
considered as "filed" for purposes of Section 18 of the Securities Exchange
Act or otherwise subject to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed
in the Commission's regulations and meet existing Securities Exchange Act
rules as to such matters as clarity and size (Securities Exchange Act Rule
12b-12).
Page 3 of 6 pages
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SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is authorized
to solicit the information required to be supplied by this schedule by
certain security holders of certain issuers. Disclosure of the information
specified in this schedule is mandatory, except for I.R.S. identification
numbers, disclosure of which is voluntary. The information will be used for
the primary purpose of determining and disclosing the holdings of certain
beneficial owners of certain equity securities. This statement will be made
a matter of public record. Therefore, any information given will be
available for inspection by any member of the public.
Because of the public nature of the information, the Commission can use
it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities
laws or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing
statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except
for I.R.S. identification numbers, may result in civil or criminal action
against the persons involved for violation of the Federal securities laws and
rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the information
required by this schedule shall be filed not later than February 14
following the calendar year covered by the statement or within the time
specified in Rules 13d-1(b)(2) and 13d-2(c). Statements filed pursuant
to Rule 13d-1(c) shall be filed within the time specified in Rules
13d-1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to Rule
13d-1(d) shall be filed not later than February 14 following the
calendar year covered by the statement pursuant to Rules 13d-1(d) and
13d-2(b).
B. Information contained in a form which is required to be filed by rules
under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as
that covered by a statement on this schedule may be incorporated by
reference in response to any of the items of this schedule. If such
information is incorporated by reference in this schedule, copies of
the relevant pages of such form shall be filed as an exhibit to this
schedule.
C. The items numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be
so prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
ITEM 1.
(a) Name of Issuer
JNI Corporation
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(b) Address of Issuer's Principal Executive Offices
9775 Towne Centre Drive
San Diego, CA 92121
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ITEM 2.
(a) Name of Person Filing
Adaptec, Inc.
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(b) Address of Principal Business Office or, if none, Residence
691 S. Milpitas Blvd.
Milpitas, CA 95035
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(c) Citizenship
N/A
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(d) Title of Class of Securities
Common Stock
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(e) CUSIP Number
46622G10
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Page 4 of 6 pages
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) / / Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) / / Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) / / An investment advisor in accordance with section
240.13d-1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
section 240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
ADAPTEC, INC. IS DEEMED TO BE THE BENEFICIAL OWNER OF AN AGGREGATE OF
1,972,895 SHARES OF COMMON STOCK, CONSISTING OF 1,132,895 SHARES OF COMMON
STOCK AND 840,000 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF A
WARRANT.
---------------------------------------------------------------------------
(b) Percent of class:
8.7%
---------------------------------------------------------------------------
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
1,972,895 SHARES OF COMMON STOCK
-----------------------------------------------------------------
(ii) Shared power to vote or to direct the vote
N/A
-----------------------------------------------------------------
(iii) Sole power to dispose or to direct the disposition of
1,972,895 SHARES OF COMMON STOCK
-----------------------------------------------------------------
(iv) Shared power to dispose or to direct the disposition of
N/A
-----------------------------------------------------------------
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. / /
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
Page 5 of 6 pages
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ITEM 10. CERTIFICATION
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 11, 2000
----------------------------------------
Date
/s/ Andrew J. Brown
----------------------------------------
Signature
Andrew J. Brown, Vice President,
Finance, Chief Financial Officer
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Name/Title
Page 6 of 6 pages
