The following items were the subject of a
Form 12b-25 and are included herein:
Item 14(a)(3) Exhibits
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended June 30, 2000 or
[ ] Transition report pursuant to Section 13 of 15(d) of the Securities
Exchange Act of 1934 for the transition period from ________________ to
__________________.
Commission file number: 0-27122
ADEPT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
California 94-2900635
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
150 Rose Orchard Way, San Jose, California 95134
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (408) 432-0888
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------------- -------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(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. [X]
The aggregate market value of the voting stock held by non-affiliates
of the registrant, based upon the closing sale price of the common stock on
September 15, 2000 as reported on the Nasdaq National Market, was approximately
$356,213,894. Shares of common stock held by each officer and director and by
each person who owns 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.
As of September 15, 2000, registrant had outstanding 10,804,127 shares
of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the 2000 Annual Meeting
to be held on November 10, 2000 are incorporated by reference into Part III
hereof.
<PAGE>
EXPLANATORY NOTE:
This amendment to the Registrant's Annual Report on Form 10-K for the
year ended June 30, 2000 is filed to correct typographical errors in the exhibit
list in Item 14 and to include additional exhibits in Item 14. The Registrant
has made no further changes to its Annual Report on Form 10-K filed with the
Securities and Exchange Commission on September 29, 2000.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(3) Exhibits
3.1 Amended and Restated Articles of Incorporation of
the Registrant (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration
Statement on Form S- 1 (No. 33-98816) (the "1995
Form S-1")).
3.2 Bylaws of the Registrant, as amended to date.
10.1* 1983 Stock Incentive Program, and form of
agreements thereto (incorporated by reference to
Exhibit 10.1 to the 1995 Form S-1).
10.2* 1993 Stock Plan as amended, and form of agreement
thereto (incorporated by reference to Exhibit
10.2 to the Registrant's Form 10-K for the fiscal
year ended June 30, 1997 (the "1997 Form 10-K")).
10.3* 1998 Employee Stock Purchase Plan as amended, and
form of agreements thereto (incorporated by
reference to Exhibit 10.3 to the Registrant's
Form 10-K for the fiscal year ended June 30, 1999
(the "1999 Form 10-K")).
10.4* 1995 Director Option Plan as amended, and form of
agreement thereto (incorporated by reference to
Exhibit 10.4 to the 1997 Form 10-K).
10.5 Form of Indemnification Agreement between the
Registrant and its officers and directors
(incorporated by reference to Exhibit 10.5 to the
1995 Form S-1).
10.6 Lease Agreement between the Registrant and
Technology Associates I dated July 18, 1986, as
amended (incorporated by reference to Exhibit
10.6.1 to the 1995 Form S-1).
10.7 Office Building Lease between Registrant and
Puente Hills Business Center II dated May 20,
1993, as amended (incorporated by reference to
Exhibit 10.6.2 to the 1995 Form S-1).
10.8 Standard Office Lease - Lease between SILMA
Incorporated and South Bay/Copley Joint Venture
dated November 11, 1992 (incorporated by
reference to Exhibit 10.6.3 to the 1995 Form
S-1).
10.9 Fifth Amendment to Lease between Registrant and
Metropolitan Life Insurance Company dated as of
December 5, 1996 (incorporated by reference to
Exhibit 10.6.4 to the 1997 Form 10-K).
10.10* Loan Payoff Plan dated August 3, 1993 between
Registrant and Charles Duncheon (incorporated by
reference to Exhibit 10.7 to the 1995 Form S-1).
10.11* Promissory Note between Registrant and Charles
Duncheon dated August 20, 1998 (incorporated by
reference to Exhibit 10.7.1 to the 1999 Form
10-K).
10.12* Promissory Note between Registrant and Richard
Casler dated April 16, 1999 (incorporated by
reference to Exhibit 10.7.2 to the 1999 Form
10-K).
10.13* Promissory Note between Registrant and Brian
Carlisle dated May 7, 1999 (incorporated by
reference to Exhibit 10.7.3 to the 1999 Form
10-K).
<PAGE>
10.14* Promissory Note between Registrant and Bruce
Shimano dated May 7, 1999 (incorporated by
reference to Exhibit 10.7.4 to the 1999 Form
10-K).
10.15* Offer Letter between the Registrant and Marcy
Alstott dated February 19, 1998, as amended
(incorporated by reference to Exhibit 10.8 to the
Registrant's Form 10-K for the fiscal year ended
June 30, 1998 (the "1998 Form 10-K")).
10.16* Promissory Note between Registrant and Marcy
Alstott dated April 27, 1998 (incorporated by
reference to Exhibit 10.8.1 to the 1998 Form
10-K).
10.17* Offer Letter between the Registrant and Kathleen
Fisher dated July 16, 1999 (incorporated by
reference to Exhibit 10.8.2 to the 1999 Form
10-K).
10.18* Promissory Note between Registrant and Kathleen
Fisher dated August 2, 1999 (incorporated by
reference to Exhibit 10.8.3 to the 1999 Form
10-K).
10.19 Lease Agreement dated as of April 30, 1998
between the Registrant and the Joseph and Eda
Pell Revocable Trust dated August 18, 1989
(incorporated by reference to Exhibit 10.9 to the
1998 Form 10-K).
10.20 Lease Agreement dated June 1, 1998 between the
Registrant and Technology Centre Associates LLC
for the premises located at 180 Rose Orchard Way,
San Jose, California (incorporated by reference
to Exhibit 10.10 to the 1998 Form 10-K).
10.21 First Amendment to Lease Agreement dated June 1,
1998 between the Registrant and Technology Centre
Associates LLC dated July 31, 1998 (incorporated
by reference to Exhibit 10.10.1 to the 1998 Form
10-K).
10.22 Sublease between the Registrant and Ascent Logic
Corporation dated as of July 31, 1998
(incorporated by reference to Exhibit 10.10.2 to
the 1998 Form 10-K).
10.23 Second Amendment to Lease Agreement dated March
31, 2000 between Registrant and Technology Centre
Associates LLC dated July 31, 1998.
10.24 First Addendum to Lease Agreement dated August
18, 1999 between Registrant and Joseph and Eda
Pell Revocable Trust dated August 18, 1989.
10.25 Lease Agreement dated April 28, 2000 between
Registrant and Michael and Diane Edwards for
premises located in Tucson, Arizona.
10.26 Lease Agreement dated May 19, 2000 between
NanoMotion Inc. and United Insurance Co. of
America for premises located at Santa Barbara,
California.
10.27** Agreement between Registrant and Altron Systems
Corporation (acquired by Sanmina Corporation)
dated January 30, 1998.
10.28 Agreement between Registrant and Ramix
Incorporated dated October 27, 1998.
10.29 Robert Module Purchase and Service Agreement
between Registrant and NSK Corporation dated
January 19, 1995.
10.30** Agreement between Registrant and Electronic
Manufacturing Systems, Inc. dated August 28,
1997.
10.31** Original Equipment Manufacturer Agreement between
Registrant and Hirata Corporation dated January
31, 1995.
10.32** Original Equipment Manufacturer Agreement between
Registrant and Samsung Electronics Co., LTD dated
July 16, 1998.
10.33** Sublicense Agreement between SILMA Division of
Registrant and Adept Japan Co., LTD dated
September 26, 2000.
10.34** Original Equipment Manufacturer Agreement between
Registrant and Yaskawa Electric Corp. dated
August 29, 2000.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young LLP, Independent
Auditors.
24.1 Power of Attorney (See Signature Page to this
Annual Report on Form 10-K).
27.1 Financial Data Schedule.
------------------
* Management contract or compensatory plan or arrangement.
** Confidential treatment has been requested as to certain portions of this
exhibit. An unredacted version of this exhibit has been filed separately
with the Securities and Exchange Commission.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
ADEPT TECHNOLOGY, INC.
By: /s/ Michael W. Overby
----------------------------
Michael W. Overby
Vice President, Finance
and Chief Financial Officer
Date: October 4, 2000
<TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
<CAPTION>
------------------------------- -------------------------------------------------- -------------------------
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board of Directors and Chief October 4, 2000
----------------------------- Executive Officer (Principal Executive Officer)
Brian R. Carlisle
/s/ Michael W. Overby Vice President, Finance and Chief Financial October 4, 2000
----------------------------- Officer (Principal Financial and Accounting
Michael W. Overby Officer)
* Vice President, Research and Development, October 4, 2000
----------------------------- Secretary and Director
Bruce E. Shimano
<PAGE>
------------------------------- -------------------------------------------------- -------------------------
Signature Title Date
--------- ----- ----
* Director October 4, 2000
-----------------------------
Ronald E. F. Codd
* Director October 4, 2000
-----------------------------
Michael P. Kelly
* Director October 4, 2000
-----------------------------
Cary R. Mock
* Director October 4, 2000
-----------------------------
John E. Pomeroy
* By: /s/ Michael W. Overby
-------------------------
Michael W. Overby
Attorney-in-Fact
</TABLE>
