SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 13, 1998
ADEPT TECHNOLOGY, INC.
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(Exact Name of the Registrant as Specified in Its Charter)
California
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(State or Other Jurisdiction of Incorporation)
000-27122 94-29000635
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(Commission File Number) (I.R.S. Employer Identification No.)
150 Rose Orchard Way, San Jose, California 95134
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(Address of Principal Executive Offices) (Zip Code)
(408) 432-0888
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
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99.1 Press Release of Adept Technology, Inc.
dated as of February 9, 1998 announcing
Adept's intent to acquire RoboElektronik
GmbH.
99.2 Press Release of Adept Technology, Inc.
dated as of February 17, 1998 announcing
the acquisition of RoboElektronik GmbH.
Item 9. Sale of Equity Securities pursuant to Regulations S.
On February 12, 1998, the Board of Directors of Adept Technology, Inc.
(the "Company") approved the acquisition (the "Acquisition") of RoboElektronik
GmbH, a limited liability company organized under the laws of Germany
("RoboElektronik") and based in Munich, Germany, through the acquisition of all
of the outstanding share capital of RoboElektronik. The Acquisition was
completed February 13, 1998 pursuant to a Share Purchase Agreement dated as of
February 13, 1998 (the "Purchase Agreement") among the Company and the
shareholders of RoboElektronik. The Acquisition did not involve a significant
amount of assets (as contemplated by Item 2 of Form 8-K and Instruction 4
thereto). In connection with the Acquisition, the Company issued an aggregate of
24,252 shares of its Common Stock (the "Adept Shares") to the former
shareholders of RoboElektronik.
The Adept Shares issued in connection with the Acquisition were sold in
reliance on the exemption(s) from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), set forth in
Regulation S and/or Regulation D promulgated thereunder. The Adept Shares are
subject to restrictions on transfer under the applicable provisions of the
Securities Act and carry a legend reflecting such restrictions. The Company has
advised the former shareholders of RoboElektronik that the Adept Shares will be
subject to restrictions on transfer for a minimum of one year from the date of
acquisition and, absent registration, may be sold or transferred only in
reliance on Rule 144 under the Securities Act or an opinion of counsel in form
and substance satisfactory to the Company that an exemption from the
registration requirements of the Securities Act is otherwise available in
connection with such sale or transfer.
In connection with the Acquisition, the Company obtained
representations from the shareholders of RoboElektronik to the effect that each
such holder was not a "U.S. Person" within the meaning of Regulation S. The
offer of the Adept Shares was made in an offshore transaction, and neither the
Company, any distributor, any of their respective affiliates, or any person
acting on behalf of any of the foregoing made any directed selling efforts with
respect to the Adept Shares in the United States.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: February 20, 1998
ADEPT TECHNOLOGY, INC.
By: /s/ Betsy A. Lange
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Betsy A. Lange
Vice President, Finance and
Chief Financial Officer
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ADEPT TECHNOLOGY, INC.
FORM 8-K
INDEX TO EXHIBITS
Exhibit
Number Exhibit Title
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99.1 Press Release of Adept Technology, Inc. dated as
of February 9, 1998 announcing Adept's intent to
acquire RoboElektronik GmbH.
99.2 Press Release of Adept Technology, Inc. dated as
of February 17, 1998 announcing the acquisition
of RoboElektronik GmbH.
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ADEPT TECHNOLOGY ANNOUNCES INTENT TO ACQUIRE ROBOELEKTRONIK; KEY ELEMENT IN
STRATEGIC EXPANSION OF RAPID DEPLOYMENT AUTOMATION (RDA) SERVICES GROUP
RoboElektronik To Provide Adept with Immediate Team of Experienced Software
and Controls Engineers
Offering Automation Consulting Resources in Europe
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San Jose, Calif. - February 9, 1998 - Adept Technology, Inc. (Nasdaq: ADTK), a
leading supplier of factory automation products, today announced a key strategic
move to expand its RDA Services Group into Europe. The company has signed a
letter of intent to acquire RoboElektronik, an automation consulting business
based in Munich, Germany. The acquisition is subject to approval by the Board of
Directors of Adept and negotiation of final transaction terms. The company said
it expects to complete the acquisition for stock and repayment of certain
indebtedness totalling US$500,000. With this initial step, Adept enhances its
ability to provide systems integrators and OEMs throughout Europe with
customized consulting services.
"Completion of the acquisition will further strengthen our ability to offer
advanced automation software consulting in Europe," said Joe Campbell, vice
president of marketing for Adept Technology. "RoboElektronik has a strong
reputation in Europe for designing and developing flexible automation software
and this acquisition is expected to make additional resources available to
Adept's integrator network, the largest in the industry. In keeping with Adept's
strategy of partnering with our integrators, we will be discontinuing
RoboElektronik's systems integration business."
RoboElektronik will become a wholly-owned subsidiary of Adept and will be
renamed Adept Technology GmbH. RoboElektronik's twelve employees will become
part of the worldwide RDA Services Group and will focus on serving Germany,
Austria, Switzerland and the Netherlands. The RoboElektronik office in Southern
Germany will strengthen Adept's overall presence in Germany, complementing
Adept's long-established Northern Germany office located in Dortmund.
Adept's RDA Services Group
"Adept's RDA Services Group was created to supplement the staffs of our
integrators and OEMs with experienced automation professionals," said Campbell.
"Access to Adept automation engineers provides our partners with the flexibility
to expand their integration capacity and reduce their delivery times. With
demand for flexible automation engineers at an all
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time high, this is a strategic service that supports our joint business and the
growth in the market."
The Adept RDA Services team consists of experienced software and controls
engineers, with a proven track record for successfully implementing automation
in real world factory environments. The group was created in 1997 to support the
systems integration and OEM network on an as needed basis. Adept RDA Services
are available in the US through offices in San Jose, Calif., Southbury, Conn.
and Cincinnati and, with the acquisition of RoboElektronik, in Europe from
Munich, Germany.
RDA Services may include
* System concepting, planning and simulation
* Software and GUI design and development
* System Start-up, training and documentation
Adept Technology, Inc., founded in 1983, is America's largest manufacturer of
industrial robots with more than 10,000 systems installed worldwide. Adept
provides direct sales, service, and training in the U.S., Europe, and Japan and
offers turn-key flexible automation systems through specialized automation
engineering companies throughout the world. Adept is headquartered in San Jose,
Calif., and maintains offices in City of Industry, Calif.; Cincinnati;
Southbury, Conn.; Detroit; Dortmund, Germany; Arezzo, Italy; Massy, France;
Kennilworth, England; Kobe, Japan; Seoul, South Korea; and Singapore.
Adept and the Adept logo are registered trademarks of Adept Technology, Inc.
Rapid Deployment Automation and RDA are trademarks of Adept Technology, Inc. All
other trademarks are owned by their respective companies.
This press release contains forward-looking statements that involve risks and
uncertainties. The success of the acquisition of RoboElektronik GmbH, if
consummated, and future operating results of Adept Technology, Inc. may differ
from the results discussed or forecast in the forward-looking statements,
including, but not limited to, risks associated with the acquisition, such as
potential inability to complete the acquisition, potential difficulties in the
assimilation of the acquired company and its personnel and technology, risks of
entering new markets and specific risks associated with the acquired company's
business. Further information on potential factors that could effect the
financial results of Adept Technology, Inc. is included in the Adept's Annual
Report on Form 10-K for the year ended June 30, 1997 and its subsequent
Quarterly Reports on Form 10-Q, as filed with the United States Securities and
Exchange Commission.
ADEPT TECHNOLOGY COMPLETES ACQUISITION
OF ROBOELEKTRONIK
Acquisition Provides Key Automation Consulting
Resources in Europe and Expands Rapid Deployment Automation
(RDA) Services Group
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San Jose, Calif. - February 17, 1998 - Adept Technology, Inc. (Nasdaq: ADTK), a
leading supplier of factory automation products, today announced it has
completed the purchase of RoboElektronik, an automation consulting business
based in Munich, Germany. The acquisition follows a February 9 announcement of a
signed letter of intent between Adept and RoboElektronik. The purchase price
paid at closing, for stock and repayment of certain indebtedness, was
approximately US$500,000. The acquisition of RoboElektronik enhances Adept's
ability to provide systems integrators and OEMs throughout Europe with
customized consulting services.
"Because of RoboElektronik's long-standing relationship with Adept as a customer
and their familiarity with Adept's products, we will be able to immediately
deploy these additional resources as part of the RDA Services team," said Joe
Campbell, vice president of marketing for Adept Technology. "Adding their strong
technical capabilities will allow Adept to continue to grow its RDA service
business not only in Europe but worldwide. Since the RDA group was formed last
year, the demand has outstripped the availability of software and controls
engineers."
RoboElektronik will become a wholly-owned subsidiary of Adept. The consulting
company's twelve employees will join Adept's worldwide RDA Services Group and
will provide services in Germany, Austria, Switzerland and the Netherlands.
The Adept RDA Services Group, established in 1997, supports systems integrators
and the OEM network with automation consulting resources on an as needed basis.
The RDA team consists of experienced software and controls engineers with a
proven track record for successfully implementing automation in real world
factory environments. RDA Services are available in the US through offices in
San Jose, Calif., Southbury, Conn., Cincinnati, Ohio and in Munich, Germany for
Europe.
Adept Technology, Inc., founded in 1983, is America's largest manufacturer of
industrial robots with more than 10,000 systems installed worldwide. Adept
provides direct sales, service, and training in the U.S., Europe, and
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Japan and offers turn-key flexible automation systems through specialized
automation engineering companies throughout the world. Adept is headquartered in
San Jose, Calif., and maintains offices in City of Industry, Calif.; Cincinnati;
Southbury, Conn.; Detroit; Dortmund, Germany; Arezzo, Italy; Massy, France;
Kennilworth, England; Kobe, Japan; Seoul, South Korea; and Singapore.
This press release contains forward-looking statements that involve risks and
uncertainties. The success of the acquisition of RoboElektronik GmbH and future
operating results of Adept Technology, Inc. may differ from the results
discussed or forecast in the forward-looking statements, including, but not
limited to, risks associated with the acquisition, such as potential
difficulties in the assimilation of the acquired company and its personnel and
technology, risks of entering new markets and specific risks associated with the
acquired company's business. Further information on potential factors that could
effect the financial results of Adept Technology, Inc. is included in the
Adept's Annual Report on Form 10-K for the year ended June 30, 1997 and its
subsequent Quarterly Reports on Form 10-Q, as filed with the United States
Securities and Exchange Commission.
