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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1998
REGISTRATION NO. 333-24557
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ADAPTEC, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2748530
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
691 S. MILPITAS BLVD.
MILPITAS, CALIFORNIA 95035
(408) 945-8600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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F. GRANT SAVIERS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ADAPTEC, INC.
691 S. MILPITAS BLVD.
MILPITAS, CALIFORNIA 95035
(408) 945-8600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
HENRY P. MASSEY, JR., ESQ.
DAVID C. DRUMMOND, ESQ.
PETER S. HEINECKE, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
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Approximate date of commencement of proposed sale to the public: FROM
TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.[ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to that certain
Registration Statement on Form S-1 (File No. 333-24557) (the "Registration
Statement") is being filed pursuant to Rule 414 under the Securities Act of
1933, as amended (the "Securities Act") by Adaptec, Inc., a Delaware corporation
("Adaptec Delaware" or the "Company"), which is the successor to Adaptec, Inc.,
a California corporation ("Adaptec California"), following a statutory merger
effective on March 12, 1998 (the "Merger") for the purpose of changing Adaptec
California's state of incorporation. Prior to the Merger, Adaptec Delaware had
no assets or liabilities other than nominal assets or liabilities. In connection
with the Merger, Adaptec Delaware succeeded by operation of law to all of the
assets and liabilities of Adaptec California. The Merger was approved by the
shareholders of Adaptec California at a meeting for which proxies were solicited
pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
Except as modified by this Amendment, Adaptec Delaware, by virtue of
this Amendment, expressly adopts the Registration Statement, including any
prospectus supplements filed pursuant to Rule 424, as its own registration
statement for all purposes of the Securities Act and the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that has duly caused this Post-Effective Amendment No. 1 to
a Registration Statement on Form S-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milpitas, State of
California, on the 28th day of April, 1998.
ADAPTEC, INC.
By: /s/ F. GRANT SAVIERS
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F. Grant Saviers
President, Chief Executive Officer,
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
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/s/ F. GRANT SAVIERS President, Chief Executive Officer and Director April 28, 1998
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F. Grant Saviers
/s/ PAUL G. HANSEN* Vice President, Finance, Chief Financial Officer April 28, 1998
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Paul G. Hansen (Principal Financial Officer)
/s/ ANDREW J. BROWN* Vice President, Corporate Controller (Principal April 28, 1998
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Andrew J. Brown Accounting Officer)
/s/ LAURENCE B. BOUCHER* Director April 28, 1998
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Laurence B. Boucher
Director
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Carl J. Conti
Director
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John C. East
/s/ ROBERT J. LOARIE* Director April 28, 1998
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Robert J. Loarie
/s/ B.J. MOORE* Director April 28, 1998
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B.J. Moore
/s/ W. FERREL SANDERS* Director April 28, 1998
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W. Ferrel Sanders
Director
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Phillip E. White
*By: /s/ F. GRANT SAVIERS
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Attorney-in-fact