As filed with the Securities and Exchange Commission on November 9, 2004
Registration No. 333-52512
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ADAPTEC, INC.
(Exact Name of registrant as specified in its charter)
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Delaware |
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94-2748530 |
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(State or other
jurisdiction of |
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(I.R.S. Employer |
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691 S. Milpitas Blvd., Milpitas, California |
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95035 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Stock
options granted pursuant to |
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(Full titles of the plans) |
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Robert
N. Stephens |
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(Name, address and telephone number, including area code, of agent for service) |
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Copies to: |
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Daniel J. Winnike, Esq. |
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Scott J. Leichtner, Esq. |
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Fenwick & West LLP |
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Silicon Valley Center |
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801 California Street |
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Mountain View, California 94041 |
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(Counsel to the Registrant) |
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered |
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Amount to be |
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Proposed maximum offering price |
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Proposed maximum aggregate offering |
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Amount of |
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Common Stock, $0.001 par value |
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N/A* |
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$ |
N/A* |
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$ |
N/A* |
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$ |
N/A* |
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* No additional securities are to be registered, and registration fees were paid upon the filing of the Form S-8 (File No. 333-52512) filed with the Securities and Exchange Commission (“SEC”) on December 21, 2000.
Adaptec, Inc.
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
On August 26, 2004, the stockholders of the Registrant approved the Adaptec 2004 Equity Incentive Plan (“2004 Plan”) and authorized for issuance thereunder (a) 10,000,000 shares of the Registrant’s common stock; (b) any shares of the Registrant’s common stock reserved but ungranted under the Adaptec, Inc. 1999 Stock Plan (“1999 Stock Plan”) and the Adaptec, Inc. 2000 Nonstatutory Stock Option Plan (“2000 NSO Plan”); and (c) any shares returned to the 1999 Stock Plan and 2000 NSO Plan as a result of the termination of options under each plan, respectively. Upon the stockholders’ approval of the 2004 Plan, the 1999 Stock Plan and 2000 NSO Plan terminated with respect to new option grants. In accordance with Instruction E to Form S-8, Registrant files this Post-effective Amendment No. 1 to deregister 3,226,093 shares originally registered under this Registration Statement in connection with the 2000 NSO Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Milpitas, State of California, on this 9th day of November, 2004.
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ADAPTEC, INC. |
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By: |
/s/ Robert N. Stephens |
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Robert N. Stephens |
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President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert N. Stephens and Marshall Mohr, and each of them acting individually, as his or her attorney-in- fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with 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 any substitute, may do or cause to be done by virtue hereof. This Power of Attorney may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts shall together constitute one and the same instrument.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on this 9th day of November, 2004:
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Signature |
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Title |
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Principal Executive Officer: |
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/s/ Robert N. Stephens |
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Chief Executive Officer and Director |
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Robert N. Stephens |
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Principal Financial and Accounting Officer: |
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/s/ Marshall L. Mohr |
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Chief Financial Officer |
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Marshall L. Mohr |
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Other Directors: |
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/s/ Carl J. Conti |
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Chairman of the Board of Directors |
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Carl J. Conti |
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/s/ Lucie J. Fjeldstad |
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Director |
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Lucie J. Fjeldstad |
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/s/ Joseph S. Kennedy |
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Director |
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Joseph S. Kennedy |
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/s/ Ilene H. Lang |
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Director |
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Ilene H. Lang |
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/s/ Robert J. Loarie |
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Director |
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Robert J. Loarie |
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/s/ D. Scott Mercer |
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Director |
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D. Scott Mercer |
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/s/ Douglas Van Houweling |
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Director |
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Douglas Van Houweling |
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