As filed with the Securities and Exchange Commission on November 20, 2000
Registration No. 333-_____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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ADEPT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
California 94-2900635
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
150 Rose Orchard Way
San Jose, California 95134
(Address of Principal Executive Offices) (Zip Code)
----------------------
1998 Employee Stock Purchase Plan
(Full title of the Plan)
----------------------
Michael W. Overby
Vice President, Finance and Chief Financial Officer
Adept Technology, Inc.
150 Rose Orchard Way, San Jose, California 95134
(Name and Address of Agent for Service)
(408) 432-0888
(Telephone number, including area code, of agent for service)
----------------------
Copies to:
Kenneth R. Lamb, Esq.
Gibson, Dunn & Crutcher LLP
One Montgomery Street, Telesis Tower
San Francisco, California 94104
(415) 393-8200
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered (1) Offering Price Aggregate Registration Fee
------------- ---------- per Share (2) Offering Price (2) ----------------
--------- --------------
<S> <C> <C> <C> <C>
Common Stock, no 2,400,000 shares $26.50 $63,600,000 $16,791
par value
======================================================================================================================
<FN>
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable
under the 1998 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration which results in an increase in the
number of the outstanding shares of Adept Technology, Inc. Common Stock.
(2) A Registration Statement on Form S-8 was filed with the Securities and Exchange Commission on November 9,
1998, registering an aggregate of 3,600,000 shares of Common Stock issuable pursuant to the 1998 Employee
Stock Purchase Plan and a registration fee was paid in connection therein. The fee for the 2,400,000
additional shares included in this Registration Statement is calculated solely for purposes of this offering
under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low
selling prices per share of Common Stock as reported on The Nasdaq Stock Market on November 13, 2000.
======================================================================================================================
</FN>
</TABLE>
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Adept Technology, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 2000, as amended by Form 10-K/A;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2000;
(c) The description of the Registrant's Common Stock to be offered
hereby contained in the Registrant's Registration Statement on
Form 8-A filed with the Commission on October 31, 1995 pursuant to
section 12(g) of the Securities Exchange Act of 1934, as amended
(the "1934 Act");
(d) The Registrant's Current Reports on Form 8-K filed with the
Commission on July 27, 2000, October 25, 2000 (8-K/A), and October
26, 2000; and
(e) The Registrant's Form S-8 Registration Statement (File No.
333-66993) filed with the Commission on November 9, 1998.
All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the 1934 Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a 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
As permitted by Section 204(a) of the California General Corporation
Law, the Registrant's Articles of Incorporation eliminate a director's personal
liability for monetary damages to the Registrant and its shareholders arising
from a breach or alleged breach of the director's fiduciary duty, except for
liability arising under Sections 310 and 316 of the California General
Corporation Law or liability for (i) acts or omissions that involve intentional
misconduct
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<PAGE>
or knowing and culpable violation of law, (ii) acts or omissions that a director
believes to be contrary to the best interests of the Registrant or its
shareholders or that involve the absence of good faith on the part of the
director, (iii) any transaction from which a director derived an improper
personal benefit, (iv) acts or omissions that show a reckless disregard for the
director's duty to the Registrant or its shareholders in circumstances in which
the director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of serious injury to the Registrant or
its shareholders and (v) acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
Registrant or its shareholders. This provision does not eliminate the directors'
duty of care, and in appropriate circumstances equitable remedies such as an
injunction or other forms of non-monetary relief would remain available under
California law.
Sections 204(a) and 317 of the California General Corporation Law
authorize a corporation to indemnify its directors, officers, employees and
other agents in terms sufficiently broad to permit indemnification (including
reimbursement for expenses) under certain circumstances for liabilities arising
under the Securities Act of 1933, as amended (the "1933 Act"). The Registrant's
Articles of Incorporation and Bylaws contain provisions covering indemnification
of corporate directors, officers and other agents against certain liabilities
and expenses incurred as a result of proceedings involving such persons in their
capacities as directors, officers, employees or agents, including proceedings
under the 1933 Act or the 1934 Act. The Registrant has entered into
indemnification agreements with its directors and executive officers.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of the Registrant in which
indemnification is being sought, nor is the Registrant aware of any threatened
litigation that may result in a claim for indemnification by any director,
officer, employee or other agent of the Registrant.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
-------------- -------
4.1 1998 Employee Stock Purchase Plan, as amended and
form of agreement thereunder.
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Independent Auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP is
contained in Exhibit 5.1.
24.1 Power of Attorney (see signature pages, pages II-4
and II-5).
II-2
<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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that subparagraphs (1)(i) and (l)(ii)
shall not apply if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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, and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold upon the termination of the
Registrant's 1998 Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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. The undersigned Registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the 1933 Act may be permitted to
directors, officers or controlling persons of the Registrant pursuant to the
indemnity provisions incorporated by reference in Item 6, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the 1933 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 1933 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 of 1933, as amended,
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 San Jose, State of California, on this 20th day
of November, 2000.
ADEPT TECHNOLOGY, INC.
By: /s/ Michael W. Overby
--------------------------------
Michael W. Overby
Vice President, Finance and Chief Financial Officer
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 Michael W. Overby, the lawful
attorneys-in- fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and either one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, including pre-effective and post-effective
amendments, and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that all said attorneys and agents, or
either of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
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<PAGE>
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Brian R. Carlisle Chairman of the Board and November 20, 2000
---------------------------------- Chief Executive Officer
Brian R. Carlisle (Principal Executive Officer)
/s/ Michael W. Overby Vice President, Finance and November 20, 2000
----------------------------------- Chief Financial Officer (Principal
Michael W. Overby Financial and Accounting Officer)
/s/ Bruce E. Shimano Vice President, Research and November 20, 2000
----------------------------------- Development, Secretary and Director
Bruce E. Shimano
/s/ Ronald E.F. Codd Director November 20, 2000
-----------------------------------
Ronald E.F. Codd
/s/ Michael P. Kelly Director November 20, 2000
-----------------------------------
Michael P. Kelly
/s/ Cary R. Mock Director November 20, 2000
-----------------------------------
Cary R. Mock
/s/ John E. Pomeroy Director November 20, 2000
-----------------------------------
John E. Pomeroy
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit
-------------- -------
4.1 1998 Employee Stock Purchase Plan, as amended, and
form of agreement thereunder.
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Independent Auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in
exhibit 5.1).
24.1 Power of Attorney (see signature page, pages II-4,
and II-5).
