As filed with the Securities and Exchange Commission on October 30, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------
ADEPT TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
-------------------
California 94-2900635
---------- ----------
(State of incorporation) (I.R.S. Employer Identification No.)
150 Rose Orchard Way
San Jose, California 95134
(Address, including zip code, of Registrant's principal executive offices)
-------------------
1993 STOCK PLAN
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
-------------------
BETSY A. LANGE
Vice President, Finance and
Chief Financial Officer
ADEPT TECHNOLOGY, INC.
150 Rose Orchard Way
San Jose, California 95134
(408) 434-5012
(Name, address, and telephone number, including area code, of agent for service)
-------------------
Copies to:
ROBERT P. LATTA, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94306
(650) 493-9300
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Title of Each Class Amount Proposed Proposed Amount of
of Securities to to be Maximum Maximum Registration
be Registered Registered Offering Aggregate Fee(1)
Price Offering
Per Share Price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value........................ 1,500,000 shares $12.875 $19,312,500.00 $5,853.00
====================================================================================================================================
<FN>
(1) Calculated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
October 28, 1997.
</FN>
====================================================================================================================================
</TABLE>
<PAGE>
The contents of the Registrant's Form S-8 Registration Statement No.
333-3656 as filed with the Commission on April 12, 1996 are incorporated herein
by reference.
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits
--------
Exhibit Documents
Number
------------- -------------------------------------------------------------
4.1* 1993 Stock Plan, as amended, and form of agreement thereunder
4.2* 1995 Employee Stock Purchase Plan, as amended, and form of
agreement thereunder
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
-------------
* Incorporated by reference to the Exhibits filed with
the Registrant's Report on Form 10-K for the fiscal
year ended June 30, 1997, File No. 0-27122, as filed
with the Securities and Exchange Commission on
September 26, 1997.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Adept Technology, Inc., 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 San Jose, State of
California, on this 30th day of October, 1997.
ADEPT TECHNOLOGY, INC.
By: /s/ Betsy A. Lange
---------------------------
Betsy A. Lange
Vice President, Finance and
Chief Financial Officer
II-2
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Brian
R. Carlisle and Betsy A. Lange 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 (including post-effective
amendments), and to file the same, with all 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
or her 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 dates indicated
Signature Title Date
----------- ----------- -----------
/s/ Brian R. Carlisle Chairman of the Board and October 30, 1997
- ----------------------- Chief Executive Officer
(Brian R. Carlisle) (Principal Executive Officer)
/s/ Betsy A. Lange Vice President, Finance and October 30, 1997
- ----------------------- Chief Financial Officer
(Betsy A. Lange) (Principal Financial and
Accounting Officer)
/s/ Bruce E. Shimano Vice President, Research and October 30, 1997
- ----------------------- Development, Secretary
(Bruce E. Shimano) and Director
/s/ Michael P. Kelly Director October 30, 1997
- -----------------------
(Michael P. Kelly
/s/ Cary R. Mock Director October 30, 1997
- -----------------------
(Cary R. Mock
/s/ John E. Pomeroy Director October 30, 1997
- -----------------------
(John E. Pomeroy
II-3
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
EXHIBITS
-----------------------------------
Registration Statement on Form S-8
Adept Technology, Inc.
October 30, 1997
II-4
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Exhibit Numbered
Number ------- Page
- ------ ----
4.1* 1993 Stock Plan, as amended, and form of agreement
thereunder
4.2* 1995 Employee Stock Purchase Plan and form of ....
agreement thereunder
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,......
a Professional Corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)......
24.1 Power of Attorney (see page II-3).................
- ----------------
* Incorporated by reference to the Exhibits filed with the Registrant's
Report on Form 10-K for the fiscal year ended June 30, 1997, File No.
0-27122, as filed with the Securities and Exchange Commission on
September 26, 1997.
II-5
Exhibit 5.1
October 30, 1997
Adept Technology, Inc.
150 Rose Orchard Way
San Jose, California 95134
Re: Registration Statement on Form S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about October 30, 1997
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 1,500,000 shares of your
Common Stock under the 1993 Stock Plan and the 1995 Employee Stock Purchase
Plan. Such shares of Common Stock are referred to herein as the "Shares", and
such plans are referred to herein as the "Plans". As your counsel in connection
with this transaction, 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 pursuant to the Plans.
It is our opinion that, when issued and sold in the manner described in
the Plans and pursuant to the agreements which accompany each grant under the
Plans, the Shares 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 and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
II-6
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1993 Stock Plan and the 1995 Employee
Stock Purchase Plan of our reports dated July 29, 1997 with respect to the
consolidated financial statements and schedule of Adept Technology, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
June 30, 1997 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
San Jose, California
October 29, 1997
II-7
