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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) January 31, 1997
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ADAPTEC, INC.
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(Exact name of registrant as specified in charter)
CALIFORNIA 0-15071 94-2748530
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
691 S. MILPITAS DRIVE, MILPITAS, CALIFORNIA 95035
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 945-8600
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 9. Sale of Equity Securities Pursuant to Regulation S.
On January 31, 1997, Adaptec, Inc., a California corporation (the
"Company"), completed the sale of $230,000,000 aggregate principal amount of its
4 3/4% Convertible Subordinated Notes due 2004 (the "Notes"). Interest on the
Notes is payable semi-annually on February 1 and August 1 of each year,
commencing on August 1, 1997. The Notes are convertible, in whole or in part, at
the option of the holder at any time from and after May 1, 1997 and prior to the
close of business on February 1, 2004, unless previously redeemed, into shares
of the Company's common stock ("Common Stock"), at a conversion price of $51.66
per share, subject to adjustment in certain circumstances. The Notes are
redeemable at the Company's option at any time from and after February 3, 2000
at the redemption prices specified therein, together with accrued and unpaid
interest thereon to the date of redemption. Moreover, if a "Change-in-Control"
(as defined in the Indenture for the Notes) of the Company were to occur, each
holder of Notes would be entitled to require the Company to purchase its Notes,
in whole or in part, at a purchase price equal to 101% of the principal amount
thereof, together with accrued and unpaid interest thereon to the date of
purchase. No sinking fund is provided for the Notes, which are general unsecured
obligations of the Company, subordinated in right of payment to all "Senior
Indebtedness" (as defined in the Indenture for the Notes) of the Company and
effectively subordinated in right of payment to the prior payment in full of all
indebtedness and other liabilities of the Company's subsidiaries.
The Notes were sold by the Company to Bear, Stearns & Co., Inc., Lehman
Brothers, Robertson, Stephens & Company LLC and Unterberg Harris, as initial
purchasers (collectively, the "Initial Purchasers"), in an unregistered private
placement conducted pursuant to Regulation D under the Securities Act of 1933,
as amended (the "Securities Act"). The discount to the Initial Purchasers was
2.65% of the principal amount of the Notes purchased (or an aggregate of $6.1
million).
The Company has been advised that the Initial Purchasers subsequently
resold the Notes in the United States to "qualified institutional buyers" in
reliance on Rule 144A under the Securities Act and outside of the United States
in offshore transactions to investors in reliance on Regulation S under the
Securities Act. In addition, the Company has been advised that the Initial
Purchasers have resold a portion of the Notes in the United States to a limited
number of institutions that are "accredited investors" within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act.
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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.
Date: March 10, 1997 ADAPTEC, INC.
/s/ CHRISTOPHER G. O'MEARA
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Christopher G. O'Meara,
Vice President and Treasurer
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