SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use
of Commission Only
[X] Definitive proxy statement (as permitted by Rule
[ ] Definitive Additional Materials 14a-6(e)(2))
[ ] Soliciting Material Under Rule 14a-12
ADEPT TECHNOLOGY, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which
transactions applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
- --------------------------------------------------------------------------------
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
2
ADEPT TECHNOLOGY, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held November 15, 2002
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of Adept
Technology, Inc., a California corporation, will be held on Friday, November 15,
2002 at 8:00 a.m. local time, at the Livermore office of Adept Technology, Inc.
located at 3011 Triad Drive, Livermore, California 94551, for the following
purposes:
1. To elect six directors to serve until the next annual meeting of
shareholders or until their successors are duly elected and qualified;
2. To ratify the selection of Ernst & Young LLP to serve as the
independent auditors of Adept for its fiscal year ending June 30, 2003; and
3. To transact such other business as may properly come before the
annual meeting, including any motion to adjourn to a later date to permit
further solicitation of proxies if necessary, or before any adjournments
thereof.
The foregoing items of business are more fully described in the proxy
statement accompanying this notice. Only shareholders of record at the close of
business on September 20, 2002 are entitled to notice of and to vote at the
annual meeting and any adjournment thereof.
By Order of the Board Directors
Of Adept Technology, Inc.
/s/ Bruce E. Shimano
Bruce E. Shimano
Secretary
San Jose, California
October 10, 2002
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. IN ORDER
TO ASSURE YOUR REPRESENTATION AT THE MEETING WHETHER OR NOT YOU ATTEND, YOU ARE
REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
AND RETURN IT IN THE ENCLOSED ENVELOPE. ANY SHAREHOLDER ATTENDING THE MEETING
MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY. PLEASE NOTE, HOWEVER,
THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND
YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY
ISSUED IN YOUR NAME.
ADEPT TECHNOLOGY, INC.
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PROXY STATEMENT FOR
2002 ANNUAL MEETING OF SHAREHOLDERS
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INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed proxy is solicited on behalf of the board of directors of
Adept Technology, Inc., a California corporation, for use at the annual meeting
of shareholders to be held Friday, November 15, 2002 at 8:00 a.m. local time, or
at any adjournment or postponement of the annual meeting, for the purposes
specified in this proxy statement and in the accompanying Notice of Annual
Meeting of Shareholders. The annual meeting will be held at the Livermore office
of Adept Technology located at 3011 Triad Drive, Livermore, California 94551.
Adept's principal executive office is located at 150 Rose Orchard Way, San Jose,
California 95134, and its telephone number at that location is (408) 432-0888.
When proxies are properly dated, executed and returned, the shares they
represent will be voted at the annual meeting according to the instructions of
the shareholder. If no specific instructions are given, the shares will be voted
for the election of the nominees for directors listed in this proxy statement;
to ratify the selection of Ernst & Young LLP to serve as the independent
auditors of Adept for the fiscal year ending June 30, 2003; and at the
discretion of the proxy holders, upon such other business as may properly come
before the annual meeting or any adjournment or postponement thereof.
These proxy solicitation materials and the Annual Report to
Shareholders for the fiscal year ended June 30, 2002, including financial
statements, were first mailed on or about October 10, 2002 to all shareholders
entitled to vote at the annual meeting.
Record Date and Shares Outstanding
Shareholders of record at the close of business on September 20, 2002,
referred to in this proxy statement as the record date, are entitled to notice
of and to vote at the annual meeting. As of the record date, 14,880,720 shares
of Adept's common stock, no par value, 78,000 shares of Adept's Series A
convertible preferred stock, no par value, and 22,000 shares of Adept's Series B
convertible preferred stock, no par value, were issued and outstanding. The
Series A convertible preferred stock and the Series B convertible preferred
stock are collectively referred to as preferred stock in this proxy statement.
Revocability of Proxies
Any proxy given as a result of this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Secretary of
Adept a written notice of revocation or a duly executed proxy bearing a later
date or by attending the meeting and voting in person.
Voting; Quorum; Abstentions; Broker Non-Votes
Each holder of common stock is entitled to one vote for each share of
common stock held by that shareholder on the record date. Each holder of
preferred stock is entitled to the number of votes equal to the number of shares
of common stock into which the preferred stock held by such holder would be
converted assuming a
conversion rate equal to the initial preferred stock price, as adjusted, divided
by 8.18. As of the record date, the initial preferred stock price was $250 which
means that every share of preferred stock is entitled to 30.56235 votes and the
total number of votes to which all of the shares of preferred stock are
entitled, in the aggregate, is 3,056,235. Every shareholder voting on Proposal
One, the election of directors, may cumulate the shareholder's votes and give
one candidate a number of votes equal to the number of directors to be elected
multiplied by the number of shares that the shareholder is entitled to vote, or
distribute the shareholder's votes on the same principle among as many
candidates as the shareholder may select, provided that votes cannot be cast for
more than six candidates. However, no shareholder will be entitled to cumulate
votes unless the candidate's name has been placed in nomination before the
voting and the shareholder, or any other shareholder, has given notice at the
meeting, before the voting, of the intention to cumulate the shareholder's
votes. The candidates receiving the highest number of votes shall be elected.
Votes against any candidate and votes withheld will have no legal effect. On all
other matters, each share of common stock has one vote and each share of
preferred stock has 30.56235 votes. A quorum comprising the holders of a
majority of the outstanding shares of stock entitled to vote on the record date
must be present or represented by proxy to transact business at the annual
meeting. See "Certain Transactions" in this proxy statement for a discussion of
the preferred stockholder's agreements with respect to voting of its shares of
preferred stock.
Broker non-votes and abstentions will be counted for purposes of
determining the presence or absence of a quorum, but will not be counted for
purposes of determining the number of votes cast regarding any particular
proposal. Therefore, if the number of abstentions or broker non-votes results in
the votes "for" a proposal not equaling at least a majority of the quorum
required for the meeting, the proposal will not be approved. This will be the
case even though the number of votes "for" the proposal exceeds the number of
votes "against" the proposal. Abstentions and broker non-votes are not counted
in the election of directors.
Solicitation of Proxies
The cost of this solicitation will be borne by Adept. In addition,
Adept may reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation material to the
beneficial owners. Proxies may also be solicited by certain of Adept's
directors, officers and employees, without additional compensation, personally
or by telephone or facsimile.
2
PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
A board of six directors is to be elected at the annual meeting. The
board of directors of Adept has authorized the nomination at the annual meeting
of the persons named in this proxy statement as candidates. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for Adept's
six nominees named below. All of the nominees are presently directors of Adept.
In the event that any nominee of Adept is unable or declines to serve as a
director at the time of the annual meeting, the proxies will be voted for any
nominee who will be designated by the current board of directors to fill the
vacancy. Adept is not aware of any nominee who will be unable or will decline to
serve as a director. The board of directors will consider the names and
qualifications of candidates for the board submitted by shareholders in
accordance with the procedures set forth in "Shareholder Proposals" at the end
of this proxy statement and Adept's bylaws. In the event that additional persons
are nominated for election as directors, the proxy holders intend to vote all
proxies received by them in a manner that is in accordance with cumulative
voting and that will assure the election of as many of the nominees listed below
as possible, and, in this event, the specific nominees to be voted for will be
determined by the proxy holders. The term of office for each person elected as a
director will continue until the next annual meeting of shareholders or until a
successor has been elected and qualified.
Vote Required
If a quorum is present and voting, the six nominees receiving the
highest number of affirmative votes will be elected to the board of directors.
Abstentions and broker non-votes are not counted in the election of directors.
Nominees
The names of the nominees and certain information about them are set
forth below:
- ------------------------------- -------- ------------------------------------------------------------- --------------
Director
Name of Nominee Age Position(s) with Adept Since
- ------------------------------- -------- ------------------------------------------------------------- --------------
Brian R. Carlisle 51 Chairman of the Board and Chief Executive Officer 1983
- ------------------------------- -------- ------------------------------------------------------------- --------------
Bruce E. Shimano 53 Vice President, Research and Development, Secretary and 1983
Director
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Ronald E. F. Codd (1)(3) 47 Director 1998
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Michael P. Kelly (1)(3) 54 Director 1997
- ------------------------------- -------- ------------------------------------------------------------- --------------
Cary R. Mock (1) (2) 59 Director 1990
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John E. Pomeroy (2) 61 Director 1994
- ------------------------------- -------- ------------------------------------------------------------- --------------
- -----------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Nominating Committee.
There is no family relationship between any director or executive
officer of Adept.
Brian R. Carlisle has served as Adept's Chief Executive Officer and
Chairman of the Board of Directors since he co-founded Adept in June 1983. From
June 1980 to June 1983, he served as General Manager of the West Coast Division
of Unimation, Inc., a manufacturer of industrial robots, where he was
responsible for new product strategy and development for Unimation's electric
robots, control systems, sensing systems and other robotics applications. Mr.
Carlisle received B.S. and M.S. degrees in Mechanical Engineering from Stanford
University. Mr. Carlisle is currently a member of the Board of Directors for
each of the National Coalition for Manufacturing Sciences and the National
Coalition for Advanced Manufacturing.
Bruce E. Shimano has served as Adept's Vice President, Research and
Development, Secretary, and as a director since he co-founded Adept in June
1983. Prior to that time, he was Director of Software Development at Unimation,
Inc. Mr. Shimano received B.S., M.S. and Ph.D. degrees in Mechanical Engineering
from Stanford University.
3
Ronald E.F. Codd has served as a director of Adept since February 1998.
Since May 2002, Mr. Codd has worked as an independent consultant. From January
1999 until April 2002, Mr. Codd served as the Chief Executive Officer and
President of Momentum Business Applications, Inc., a spin-off of PeopleSoft,
Inc. that developed and commercialized certain e-business products, analytic
applications and industry-specific application products. From September 1991 to
December 1998, Mr. Codd served as Senior Vice President of Finance and
Administration, Chief Financial Officer and Secretary of PeopleSoft, Inc., a
designer and developer of enterprise application software. Mr. Codd is also a
director of Interwoven, Inc., Intraware, Inc. and Virage, Inc. Mr. Codd received
a B.S. in Business Administration from the University of California, Berkeley
and an M.M. from the J.L. Kellogg Graduate School of Management (Northwestern
University).
Michael P. Kelly has served as a director of Adept since April 1997.
Mr. Kelly has served as a managing director of Broadview International, LLC, an
international mergers and acquisitions advisory firm, and its predecessor
company since 1988. Mr. Kelly is also a director of Convergence Partners. Mr.
Kelly received a B.A. in Accounting from Western Illinois University and an
M.B.A. from St. Louis University. Mr. Kelly is a Certified Public Accountant.
Cary R. Mock has served as a director of Adept since December 1990.
Since January 1996, Mr. Mock has served as President of C.R. Mock & Associates,
a financial advisory firm specializing in acquisitions and related corporate
development activities. From October 1983 to December 1995, Mr. Mock served as
Director of Acquisitions and Divestitures for Westinghouse Electric Corporation,
and previously served in various other positions since joining Westinghouse in
1964. Mr. Mock received a B.S. in Electrical Engineering from the Massachusetts
Institute of Technology and an M.B.A. from the State University of New York at
Buffalo.
John E. Pomeroy has served as a director of Adept since August 1994.
Since May 1987, Mr. Pomeroy has served as President and Chief Executive Officer
of Dover Technologies, a subsidiary of Dover Corporation and a manufacturer of
production equipment for printed circuit board assembly. Mr. Pomeroy received a
B.S. in Electrical Engineering from Purdue University.
The Board of Directors recommends a vote FOR the election of all six
nominees listed above. Unless marked to the contrary, proxies received will be
voted FOR the election of all six nominees listed above.
4
Board and Committee Meetings
The board of directors of Adept held five meetings during the fiscal
year ended June 30, 2002, referred to as fiscal 2002. Each incumbent director
attended all meetings of the board of directors during fiscal 2002 and all
meetings of the committees of the board, if any, upon which the director served.
The board of directors has an Audit Committee, a Compensation Committee and a
Nominating Committee.
The Audit Committee is responsible for overseeing actions taken by
Adept's independent auditors and reviewing Adept's internal financial procedures
and controls. The Board of Directors adopted a charter for the Audit Committee
in May 2000 that meets the requirements of the Securities and Exchange
Commission and the National Association of Securities Dealers, a copy of which
was attached as an appendix to the 2001 proxy statement. Each member of the
Audit Committee is "independent" and "financially literate" as each term is
defined in the listing standards of the National Association of Securities
Dealers as of the date of this proxy statement. The Audit Committee met four
times during fiscal 2002 and was comprised of three non-employee directors,
Messrs. Codd, Kelly and Mock.
The Compensation Committee is responsible for determining salaries,
incentives and other forms of compensation for directors, officers and other
employees of Adept and administering various incentive compensation and benefit
plans. The Compensation Committee met once during fiscal 2002 and was comprised
of two non-employee directors, Messrs. Mock and Pomeroy.
The Nominating Committee was established by the board of directors in
August 2001. The Nominating Committee identifies, screens and recommends
qualified candidates to serve as directors of Adept and will consider
shareholder nominees recommended by shareholders in accordance with the
procedures set forth in "Shareholder Proposals" at the end of this proxy
statement and Adept's bylaws. The Nominating Committee did not meet during
fiscal 2002 and was comprised of two non-employee directors, Messrs. Codd and
Kelly.
Compensation of Directors
No director currently receives any cash compensation for attendance at
board or committee meetings, except that directors will be reimbursed for travel
and lodging expenses incurred in attending these meetings. Adept's 1995 Director
Option Plan provides that options will be granted to non-employee directors of
Adept under an automatic nondiscretionary grant mechanism. Upon joining the
board of directors, each new non-employee director is automatically granted an
option to purchase 15,000 shares of common stock. Each non-employee director is
granted an option to purchase 3,000 shares of common stock annually for so long
as the individual remains a member of the board. Messrs. Codd, Kelly, Mock and
Pomeroy each received an annual grant of an option to purchase 3,000 shares of
Adept's common stock on January 17, 2002 at an exercise price of $3.699 per
share. All the options were granted at the fair market value of the common stock
on the date of grant. The initial grants to non-employee directors vest at a
rate of 25% on the first anniversary date of grant and at a rate of 1/48th of
the shares subject to the options per month thereafter, and the annual grants
become exercisable at a rate of 1/48th of the shares subject to the options on
the monthly anniversary of the date of grant. Directors are also eligible to
participate in Adept's 1993 Stock Plan.
5
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP has audited Adept's accounts for the fiscal year
ended June 30, 2002. The board of directors has selected Ernst & Young LLP as
independent auditors of Adept for the fiscal year ending June 30, 2003 and has
further directed that management submit the selection of independent auditors
for ratification by the shareholders at the annual meeting. Shareholder
ratification of the selection of Ernst & Young LLP as Adept's independent
auditors is not required by Adept's bylaws or otherwise. However, the board is
submitting the selection of Ernst & Young LLP to the shareholders for
ratification as a matter of good corporate practice. A representative of Ernst &
Young LLP is expected to be present at the meeting, and will have an opportunity
to make a statement and to respond to appropriate questions.
The affirmative vote of the holders of at least a majority of the
shares of Adept's common stock represented in person or by proxy and entitled to
vote on this proposal is needed to ratify the selection of Ernst & Young LLP. In
the event that ratification of this selection of auditors is not approved by a
majority of the shares of common stock voting thereon, the Audit Committee and
the board of directors will review its future selection of auditors.
The board of directors recommends that shareholders vote FOR the
selection of Ernst & Young LLP to serve as the independent auditors of Adept for
the fiscal year ending June 30, 2003. Unless marked to the contrary, proxies
received will be voted FOR ratification of the selection of Ernst & Young LLP.
6
REPORT OF THE AUDIT COMMITTEE
In accordance with its written charter adopted by the board of
directors, the Audit Committee primarily assists the board in fulfilling its
responsibility for the oversight of the quality and integrity of the accounting
and financial reporting practices of Adept and reviewing the independence and
performance of Adept's independent auditors. Management has the primary
responsibility for the financial statements and the reporting process. Adept's
independent auditors are responsible for expressing an opinion on the conformity
of our consolidated financial statements in accordance with accounting
principles generally accepted in the United States.
In this context, the Audit Committee has reviewed and discussed with
management and the independent auditors the audited financial statements as of
and for the fiscal year ended June 30, 2002. The Audit Committee also reviewed
and discussed the results of the independent auditors' examination of the
financial statements, both with and without the presence of management.
In addition, the Audit Committee has discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61, as amended (Communication with Audit Committees). In addition, the Audit
Committee has received from the independent auditors the written disclosures
required by Independence Standards Board No. 1 (Independence Discussions with
Audit Committees) and discussed with them their independence from Adept and its
management. In addition, the Audit Committee has considered whether the
independent auditors' provision of other non-audit services to Adept is
compatible with their independence. The Audit Committee did not identify any
factors that would indicate the impairment of such independence.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the board of directors, and the board has approved,
that the audited consolidated financial statements be included in Adept's Annual
Report on Form 10-K for the fiscal year ended June 30, 2002 for filing with the
Securities and Exchange Commission. The Audit Committee also recommended the
reappointment of Ernst & Young LLP as independent auditors of Adept and the
board concurred with such recommendation.
Respectfully submitted by the Audit Committee of the Board of Directors of Adept
Technology, Inc.,
Ronald E.F. Codd, Chairman
Michael P. Kelly
Cary R. Mock
FEES BILLED TO ADEPT BY ERNST & YOUNG LLP DURING FISCAL YEAR 2001
Audit Fees: Audit fees billed to Adept by Ernst & Young LLP during
fiscal 2002 for review of Adept's annual financial statements and those
financial statements included in its quarterly reports on Form 10-Q totaled
$446,680.
Financial Information Systems Design and Implementation Fees: Adept did
not engage Ernst & Young LLP to provide advice regarding financial information
systems design and implementation during fiscal 2002.
All Other Fees: The aggregate of "All Other Fees" billed to Adept by
Ernst & Young LLP during fiscal 2002 for non-audit services totaled $165,071.
This figure includes fees billed for services related to various acquisitions
and dispositions completed in fiscal 2002 and approximately $94,689 in
tax-related advisory and compliance fees.
7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the outstanding shares of Adept's common stock and
preferred stock held by:
o each person who is known by Adept to beneficially own more than 5%
of the outstanding shares of Adept's Series A convertible preferred
stock, Series B convertible preferred stock or common stock;
o each director of Adept;
o each of the executive officers and two former executive officers of
Adept named in the Summary Compensation Table below; and
o all current directors and executive officers of Adept as a group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, or SEC, and includes voting and investment
power with respect to shares. Shares of common stock subject to options or
issuable upon conversion of convertible securities currently exercisable or
exercisable within 60 days after the record date are deemed outstanding for
computing the percentage ownership of the person holding the options, but are
not deemed outstanding for computing the percentage of any other person. Unless
otherwise indicated, the principal address of each of the following persons is
c/o Adept Technology, Inc., 150 Rose Orchard Way, San Jose, California 95134.
Series A Preferred Series B Preferred Common Shares
-------------------- ------------------ ---------------------
Beneficially Owned Beneficially Owned Beneficially Owned
-------------------- ------------------- ---------------------
Beneficial Owner Number Percent Number Percent Number Percent(1)
- ---------------- ------ ------- ------ ------- ------ ----------
JDS Uniphase Corporation (2)(3)
210 Baypointe Parkway
San Jose, California 95134 ................... 78,000 100.0% 22,000 100.0% 3,056,435 17.0%
Kopp Investment Advisors Inc. (4)
7701 France Avenue South,
Edina, Minnesota 55435 ....................... -- -- -- -- 2,033,738 13.7
State of Wisconsin (5)
121 East Wilson St., 2nd Floor
Madison, Wisconsin 53702 ..................... -- -- -- -- 1,439,600 9.7
Capital Group International, Inc.(6)
11100 Santa Monica Blvd., 16th Floor
Los Angeles, California 90071 ................ -- -- -- -- 933,800 6.3
Dimensional Fund Advisors, Inc. (7)
1299 Ocean Ave., 11th Floor
Santa Monica, California 90401 .............. -- -- -- -- 895,300 6.0
Brian R. Carlisle (8) ............................. -- -- -- -- 528,574 3.6
Bruce E. Shimano (9) .............................. -- -- -- -- 417,278 2.8
Michael W. Overby (10) ............................ -- -- -- -- 157,332 1.1
Marcy R. Alstott (11) ............................. -- -- -- -- 71,491 *
John E. Pomeroy (12) .............................. -- -- -- -- 32,249 *
Cary R. Mock (13) ................................. -- -- -- -- 27,249 *
Michael P. Kelly (14) ............................. -- -- -- -- 24,249 *
Ronald E.F. Codd (15) ............................. -- -- -- -- 18,249 *
John Schwartz (16) ................................ -- -- -- -- 2,507 *
All current executive officers and directors
as a group (7 persons) (17) ....................... -- -- -- -- 1,205,180 8.1
- ----------
* Less than 1%
This table is based upon information supplied by officers, directors
and principal shareholders, and Schedules 13D and 13G filed with the SEC.
Beneficial ownership of greater than five percent of Adept's outstanding common
stock reflects ownership as of the most recent date indicated under filings with
the SEC as noted below, while beneficial ownership of executive officers and
directors is as of September 20, 2002.
8
(1) Applicable percentage ownership for all shareholders other than JDS
Uniphase Corporation is based on 14,880,720 shares of common stock
outstanding as of the record date together with options for the applicable
shareholder currently exercisable or exercisable within 60 days after the
record date. The number of shares outstanding for the calculation of
percentage ownership for JDS Uniphase Corporation includes all shares of
common stock reported to be beneficially owned on the Schedule 13D filed
by JDS Uniphase Corporation. See Notes 2 and 3 below for more information
regarding the preferred stock and JDS Uniphase Corporation.
(2) Reflects ownership as reported on Schedule 13D filed with the SEC on
November 6, 2001 by JDS Uniphase Corporation, or JDSU, who reported
beneficial ownership of 3,056,235 shares of Adept's common stock, with
sole voting power of 3,056,235 shares and sole dispositive power of
3,056,235 shares. Includes 3,056,235 shares of common stock which JDSU has
the right to vote as holder of 100,000 shares of preferred stock. See Note
3 below for a discussion of beneficial ownership and refer to the section
of this proxy statement entitled "Certain Transactions" for a discussion
of the voting agreement between Adept and JDS Uniphase Corporation which
covers the preferred shares.
(3) As of the record date, the shares of preferred stock are not convertible
into common stock but had voting rights as described in this proxy
statement. The number of shares of common stock into which the preferred
stock may be converted is subject to adjustment based upon the trading
price of Adept's common stock at the time of conversion. As a result,
beneficial ownership for this shareholder reflects voting rights for
outstanding preferred stock. The preferred stock may be converted into
shares of Adept common stock at any time after the earlier of October 29,
2002, the public announcement of a liquidity event, or an event of
default, and, in the absence of a liquidity event or earlier conversion or
redemption, will be converted into Adept common stock on October 29, 2004.
The preferred stock may be converted into shares of Adept common stock at
a rate of the initial purchase price divided by a denominator equal to the
lesser of $8.18, or 75% of the 30 day average closing price of Adept
common stock immediately preceding the conversion date, provided, however,
that as waived by the preferred shareholder, in no event shall the
denominator for the determination of the conversion rate with respect to
the Series B preferred stock be less than $4.09 and with respect to the
Series A preferred stock be less than $2.05 other than in connection with
certain liquidity events that are not approved by the board of Adept. The
preferred stock shall not be convertible, in the aggregate, into 20% or
more of Adept's outstanding voting securities. No holder of preferred
stock may convert shares of preferred stock if, after the conversion, the
holder will hold 20% or more of Adept's outstanding voting securities.
Shares not permitted to be converted remain outstanding, unless redeemed,
and become convertible when such holder holds less than 20% of Adept's
outstanding voting securities. Adept has the right, but not the
obligation, to redeem shares of the Series A preferred stock under certain
conditions and, if redeemed, such shares of preferred stock will not be
convertible into common stock.
(4) Reflects ownership as reported on Schedule 13G/A filed with the SEC on
January 23, 2002 by Kopp Investment Advisors, Inc., or KIA. As set forth
in KIA's filing, this figure represents shares beneficially owned by (i)
KIA, a registered investment advisor, (ii) Kopp Holding Company, and (iii)
LeRoy C. Kopp individually and through his ownership of a controlling
interest in KIA and his control over Kopp Holding and Kopp Funds. KIA
beneficially owns 1,818,738 shares of Adept's common stock, has sole
voting power over 1,000,000 shares, sole dispositive power over 780,000
shares and shared dispositive power over 1,038,738 shares. Kopp Holding
also beneficially owns 1,818,738 shares of Adept's common stock. Mr. Kopp
has beneficial ownership of 2,033,738 shares of Adept's common stock and
sole voting and dispositive power over 215,000 shares of Adept's common
stock.
(5) Reflects ownership as reported on Schedule 13G filed with the SEC on
August 7, 2002 by the State of Wisconsin Investment Board who beneficially
owns 1,439,600 shares of Adept's common stock, has sole voting power of
1,439,600 shares and sole dispositive power of 1,439,600 shares.
(6) Reflects ownership as reported on Schedule 13G filed jointly with the SEC
on February 11, 2002 by Capital Group International, Inc., or CGI, and
Capital Guardian Trust Company, or CGTC. As set forth in their filing,
this figure represents shares beneficially owned by (i) CGI as the parent
holding company of CGTC and (ii) CGTC as the investment manager of several
institutional accounts. Both CGI and CGTC
9
beneficially own 933,800 shares of Adept's common stock and have sole
voting power of 735,500 shares with sole dispositive power of 933,800
shares.
(7) Reflects ownership as reported on Schedule 13G filed with the SEC on
February 12, 2002 by Dimensional Fund Advisors Inc. who beneficially owns
895,300 shares of Adept's common stock and sole voting power of 895,300
shares with sole dispositive power of 895,300 shares.
(8) Includes 244,111 shares of common stock which may be acquired upon
exercise of options which are presently exercisable or will become
exercisable within 60 days of the record date. Mr. Carlisle is Chairman of
the Board and Chief Executive Officer of Adept.
(9) Includes 146,429 shares of common stock which may be acquired upon
exercise of options which are presently exercisable or will become
exercisable within 60 days of the record date and 40,000 shares of common
stock held by Mr. Shimano's children. Mr. Shimano is Vice President,
Research and Development, Secretary and a director of Adept.
(10) Includes 152,912 shares of common stock which may be acquired upon
exercise of options which are presently exercisable or will become
exercisable within 60 days of the record date. Mr. Overby is Vice
President of Finance and Chief Financial Officer of Adept.
(11) Includes 64,573 shares of common stock which may be acquired upon exercise
of options which are presently exercisable or will become exercisable
within 60 days of the record date. Ms. Alstott served as Vice President,
Operations of Adept until August 9, 2002 and terminated her employment
with Adept as of October 4, 2002.
(12) Includes 27,249 shares of common stock which may be acquired upon exercise
of options which are presently exercisable or will become exercisable
within 60 days of the record date. Mr. Pomeroy is a director of Adept.
(13) Represents 27,249 shares of common stock which may be acquired upon
exercise of options which are presently exercisable or will become
exercisable within 60 days of the record date. Mr. Mock is a director of
Adept.
(14) Represents 24,249 shares of common stock which may be acquired upon
exercise of options which are presently exercisable or will become
exercisable within 60 days of the record date. Mr. Kelly is a director of
Adept.
(15) Includes 13,249 shares of common stock which may be acquired upon exercise
of options which are presently exercisable or will become exercisable
within 60 days of the record date. Mr. Codd is a director of Adept.
(16) Represents 2,705 shares of common stock acquired through Adept's employee
stock purchase program. Mr. Schwartz served as Chief Accounting Officer of
Adept until March 5, 2002.
(17) Includes 635,448 shares of common stock which may be acquired upon
exercise of options which are presently exercisable or will become
exercisable within 60 days of the record date.
10
EXECUTIVE COMPENSATION AND OTHER MATTERS
Executive Compensation
The following Summary Compensation Table sets forth certain information
regarding the compensation of the Chief Executive Officer of Adept and the other
three most highly compensated executive officers or former executive officers
who earned at least $100,000 for the fiscal year ended June 30, 2002, referred
to as the Named Executive Officers.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
--------------
Awards
--------------
Annual Compensation(1) Number of
------------------------ Securities
Fiscal Underlying All Other
Name and Principal Position Year Salary (2) Bonus Options Compensation
--------------------------- ---- ---------- ----- ---------- ------------
Brian R. Carlisle ..................... 2002 $225,903 $ -- 140,504(6) 19,144 (7)
Chairman of the Board and Chief 2001 332,699 -- 25,000 15,294 (8)
Executive Officer 2000 312,440 -- 25,000 14,314 (9)
Bruce E. Shimano ...................... 2002 $186,707 -- 67,600(6) 11,643 (7)
Vice President, Research and 2001 218,000 -- 20,000 13,284 (8)
Development, Secretary and Director 2000 210,527 -- 20,000 12,247 (9)
Michael W. Overby .................... 2002 $62,133 -- 147,500(6) 10,377 (7)
Vice President of Finance and Chief 2001 163,846 20,000 30,000 11,226 (8)
Financial Officer (3) 2000 80,038 15,000 40,000 3,245 (9)
Marcy R. Alstott (4).................. 2002 $162,658 -- 24,270(6) 64,487 (7)
Former Vice President, Operations 2001 174,578 -- 10,000 72,251 (8)
2000 165,610 -- 15,000 69,886 (9)
John Schwartz ........................ 2002 $95,410 -- -- 12,833 (7)
Former Chief Accounting Officer (5) 2001 79,039 15,000 -- 1,419 (8)
(1) Other than salary, bonus and all other compensation described in this
table, Adept did not pay the Named Executive Officers any compensation,
including incidental personal benefits that in the aggregate constituted
an excess of 10% of the executive officer's salary.
(2) Mr. Carlisle voluntarily elected to forgo an additional $95,489 otherwise
payable in salary during fiscal 2002; Mr. Shimano voluntarily elected to
forgo an additional $25,507 otherwise payable in salary during fiscal
2002; Ms. Alstott voluntarily elected to forgo an additional $2,950
otherwise payable in salary during fiscal 2002; Mr. Overby voluntarily
elected to forgo an additional $86,752 otherwise payable in salary during
fiscal 2002, and Mr. Schwartz voluntarily elected to forgo an additional
$25,385 otherwise payable in salary during fiscal 2002. These salary
reduction amounts are not reflected in the "Salary" column described in
this table and Adept has no obligation to pay these amounts.
(3) Mr. Overby joined Adept in March 2000.
(4) Ms. Alstott resigned as an executive officer as of August 9, 2002 and left
her employment with Adept as of October 4, 2002.
(5) Mr. Schwartz joined Adept in December 2000 and left his employment as an
officer of Adept on March 5, 2002.
11
(6) In October 2001, in lieu of salary voluntarily forgone during October
through December 2001, Mr. Carlisle was granted 16,850 options, Mr.
Shimano 4,360 options, Ms. Alstott 1,770 options, and Mr. Overby 25,000
options. In December 2001, in lieu of salary voluntarily forgone in
January 2002 through December 2002, Mr. Carlisle was granted 67,404
options, Mr. Shimano 18,240 options, Mr. Overby 100,000 options, and Mr.
Schwartz 75,000 options.
(7) Other compensation for fiscal 2002 consists of (i) group term life excess
premiums of $780 for Mr. Carlisle, $711 for Mr. Shimano, $518 for Mr.
Overby, $475 for Mr. Schwartz, and $552 for Ms. Alstott, (ii) automobile
allowance of $14,041 for Mr. Carlisle, $8,736 for Mr. Shimano, $8,736 for
Mr. Overby, and $9,670 for Ms. Alstott, (iii) supplemental life insurance
premiums of $3,323 for Mr. Carlisle, $2,096 for Mr. Shimano, $568 for Mr.
Overby, $602 for Mr. Schwartz, and $612 for Ms. Alstott, (iv) matching
contributions of $1,000 by Adept under its 401(k) Plan for each of Messrs.
Carlisle, Shimano and for Ms. Alstott, $555 for Mr. Overby, and $692 for
Mr. Schwartz, and (v) loan forgiveness of $52,653 for Ms. Alstott per the
terms of her April 1998 promissory note to Adept.
(8) Other compensation for fiscal 2001 consists of (i) group term life excess
premiums of $607 for Mr. Carlisle, $410 for Mr. Shimano, $299 for Mr.
Overby, $699 for Mr. Schwartz, and $319 for Ms. Alstott; (ii) automobile
allowance of $10,181 for Mr. Carlisle, $8,736 for Mr. Shimano, $8,736 for
Mr. Overby, and $9,174 for Ms. Alstott; (iii) supplemental life insurance
premiums of $2,506 for Mr. Carlisle, $2,183 for Mr. Shimano, $556 for Mr.
Overby, $419 for Mr. Schwartz, and $599 for Ms. Alstott; (iv) matching
contributions of $2,000 by Adept under its 401(k) Plan for each of Messrs.
Carlisle and Shimano and for Ms. Alstott, $1,000 for Mr. Schwartz, and
$1,635 for Mr. Overby; and (v) loan forgiveness of $60,159 for Ms. Alstott
according to the terms of her April 1998 promissory note to Adept.
(9) Other compensation for fiscal 2000 consists of (i) group term life excess
premiums of $616 for Mr. Carlisle, $419 for Mr. Shimano, $152 for Mr.
Overby and $323 for Ms. Alstott; (ii) automobile allowance of $10,736 for
Mr. Carlisle, $8,736 for Mr. Shimano, $2,352 for Mr. Overby, and $8,736
for Ms. Alstott; (iii) supplemental life insurance premiums of $1,962 for
Mr. Carlisle, $2,092 for Mr. Shimano, $242 for Mr. Overby, and $564 for
Ms. Alstott; (iv) matching contributions of $1,000 by Adept under its
401(k) Plan for each of Messrs. Carlisle and Shimano and for Ms. Alstott
and $500 for Mr. Overby; and (v) loan forgiveness of $59,263 for Ms.
Alstott according to the terms of her April 1998 promissory note to Adept.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding Adept's grant
of stock options to the Named Executive Officers during the fiscal year ended
June 30, 2002.
Individual Grants
----------------------------------------------------------------
Potential Realizable
Value at Assumed Annual
Percentage of Rates of Stock Price
Number of Total Options Appreciation for Option
Securities Granted to Exercise Term (1)
Underlying Employees in Price Per Expiration -----------------------
Name Option Granted Fiscal Year Share (5) Date 5% 10%
---- ----------------------------------------------------------------------------------------------
Brian R. Carlisle........ 25,000 (2) 1.54% $7.16 08/09/11 $112588 $285,320
16,850 (3) 1.04% 3.31 10/22/11 35,076 88,889
67,404 (4) 4.16% 3.26 01/01/12 138,191 350204
31,250 (2) 1.93% 2.79 05/03/12 54,832 138,954
Bruce E. Shimano ........ 20,000 (2) 1.23% 7.16 08/09/11 90,058 228,224
4,360 (3) 0.27% 3.31 10/22/11 9,076 23,000
18,240 (4) 1.13% 3.26 01/01/12 37,396 94,768
25,000 (2) 1.54% 2.79 05/03/12 43,865 111,164
Michael W. Overby........ 5,000 (2) 0.31% 7.16 08/09/11 22,514 57,056
12
5,000 (2) 0.31% 3.33 10/01/11 10,471 26,536
25,000 (3) 1.54% 3.31 10/22/11 52,041 131,882
100,000 (4) 6.17% 3.26 01/01/12 205,020 519,560
12,500 (2) 0.77% 2.79 05/03/12 21,933 55,582
Marcy R. Alstott ........ 10,000 (2) 0.62% 7.16 08/09/11 45,035 114,128
1,770 (3) 0.11% 3.31 10/22/11 3,685 9,337
12,500 (2) 0.77% 2.79 05/03/12 21,933 55,582
John Schwartz (6) ....... 2,500 (2) 0.15% 4.64 09/06/11 7,295 18,487
15,000 (3) 0.93% 3.31 10/22/11 31,225 79,129
60,000 (4) 3.70% 3.26 01/01/12 123,012 311,736
- ----------
(1) Potential realizable value is based on the assumption that the common stock
of Adept appreciates at the annual rate shown, compounded annually, from the
date of grant until the expiration of the ten year option term. These
numbers are calculated based on the requirements of the Securities and
Exchange Commission and do not reflect Adept's estimates of future stock
price growth.
(2) Each of the options becomes exercisable as to 1/48 th of the option shares
each month with full vesting occurring on the fourth anniversary of the date
of grant.
(3) Each of these options becomes exercisable as to 1/3rd of the option shares
each month with full vesting occurring on December 31, 2001.
(4) Each of these options become exercisable as to 1/12th of the option shares
each month with full vesting occurring on January 1, 2003.
(5) Options were granted at an exercise price equal to the fair market value of
Adept's common stock on the date of grant.
(6) Mr. Schwartz left his employment with Adept on March 5, 2002. All of his
options have since expired, with none having been exercised.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information regarding the
exercise of options in the last fiscal year by the Named Executive Officers and
the value of options held by these individuals as of June 30, 2002.
Number of Shares Underlying Value of Unexercised
Shares Unexercised Options In-the-Money Options at
Acquired on Value at June 30, 2002 June 30, 2002 (1)
Name Exercise Realized (2) Exercisable Unexercisable Exercisable Unexercisable
---- -------- ------------ ----------- ------------- ----------- -------------
Brian R. Carlisle....... 0 $0 203,918 111,586 $0.00 $0.00
Bruce E. Shimano........ 0 0 129,144 68,456 0.00 0.00
Michael W. Overby....... 0 0 101,200 116,200 0.00 0.00
Marcy R. Alstott ........ 0 0 56,455 37,815 0.00 0.00
John W. Schwartz........ 0 0 0 0 0.00 0.00
- ----------
(1) Market value of Adept's common stock at June 30, 2002 minus the exercise
price.
(2) Market value of Adept's common stock at the exercise date minus the exercise
price.
Equity compensation plan information, including information regarding
shares of our common stock that may be issued upon the exercise under all of our
existing equity compensation plans, may be found in Adept's Annual Report on
Form 10-K.
13
Employment Contracts and Change-In-Control Arrangements
Adept currently has no employment contracts with any of the Named
Executive Officers, and no compensatory plans or arrangements with the executive
officers that are activated upon resignation, termination or retirement of any
executive officer upon a change in control of Adept.
Compensation Committee Interlocks and Insider Participation
In fiscal 2002, the Compensation Committee consisted of Messrs. Mock
and Pomeroy. There are no interlocking relationships, as described by the
Securities and Exchange Commission, between the Compensation Committee members.
Report of Compensation Committee of the Board of Directors
This Report of the Compensation Committee will not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor will such information be incorporated by reference into any
future filing under the Securities Act of 1933, as amended, or under the
Securities Exchange Act of 1934, as amended, except to the extent that Adept
specifically incorporates this information by reference into such filing.
The following is the Report of the Compensation Committee describing
the compensation policies and rationales applicable to Adept's executive
officers with respect to the compensation paid to our executive officers for the
fiscal year ended June 30, 2002.
General. The responsibilities of the Compensation Committee are to
administer Adept's various incentive plans, including the 1995 Director Option
Plan, 1993 Stock Plan and 2001 Stock Option Plan, collectively referred to as
the Equity Plans, and to set compensation policies applicable to Adept's
executive officers. The Committee's fundamental policy is to offer Adept's
executive officers competitive compensation opportunities based upon the overall
performance of Adept, the individual contribution of officers to the financial
success of Adept and market rates of compensation at similarly situated
technology companies. It is the Committee's objective to have a substantial
portion of each officer's compensation contingent upon Adept's performance, as
well as upon the officer's own level of performance. Accordingly, each executive
officer's compensation package is comprised of three elements: (i) base salary,
which is established primarily on the basis of individual performance and market
considerations, (ii) annual variable performance awards payable in cash and tied
to Adept's achievement of financial performance goals and the executive's
contribution, and (iii) long-term stock-based incentive awards that are intended
to strengthen the mutuality of interests between the executive officers and the
shareholders.
Base Salary. Individual salaries are determined based on individual
experience, performance and breadth of responsibility within Adept. The
Compensation Committee reviews these factors for each executive officer each
year. In addition, the Compensation Committee considers executive officers'
salaries for relative competitiveness with similarly-situated companies.
Bonuses. The Compensation Committee sets new goals for each executive
and Adept as a whole each fiscal year on the basis of past performance and
objectives for the next fiscal year.
Equity Plans. The Equity Plans are long-term incentive plans for
Adept's employees, executive officers and directors. These plans are intended to
align shareholder and employee interests by creating a direct link between
long-term rewards and the value of Adept's common stock. The Compensation
Committee believes that long-term stock ownership by executive officers and
employees is an important factor in retaining valued employees and in achieving
growth in share value. The options utilize vesting periods that encourage
employees to continue in the employ of Adept. Because the value of an option
bears a direct relationship to Adept's stock price, the Compensation Committee
believes that options motivate executive officers and employees to manage Adept
in a manner which will benefit all shareholders.
The Equity Plans authorize the Compensation Committee to award stock
options to employees at any time. The exercise price per share of each stock
option is generally equal to the prevailing market value of a share of
14
Adept's common stock on the date the option is granted. The size of stock option
grants is determined by a number of factors, including comparable grants to
executive officers and employees of similarly situated companies, as well as the
executive officer's relative position and responsibilities with Adept, the
individual performance of the executive officer over the previous fiscal year,
the anticipated contribution of the executive officer to the attainment of
Adept's long-term strategic performance goals, the dilutive effect of the option
grant, and, with respect to the 2001 Stock Option Plan only, the amount of the
salary reduction taken by the employee. The Committee views stock option grants
as an important component of its long-term, performance-based compensation
philosophy.
CEO Compensation. The compensation of Mr. Carlisle consists of base
salary, bonuses and stock options. The board of directors periodically reviews
Mr. Carlisle's base salary and bonus and revises his compensation based on the
board's overall evaluation of his performance toward the achievement of Adept's
financial, strategic and other goals, with consideration given to his length of
service and to competitive chief executive officer compensation information. In
fiscal 2002, Mr. Carlisle earned a base salary of $320,492 as set by the
Committee, which represents a pay cut of over $12,000 from his prior year base
salary. Of this fiscal 2002 base amount, an aggregate amount of $95,489 was
voluntarily foregone by Mr. Carlisle as part of a company wide effort to lower
costs and, in exchange for such salary reduction, stock options to purchase
16,850 shares and 67,404 shares of common stock at an exercise price of $3.31
and $3.26 per share, respectively, were granted. Mr. Carlisle was also granted
stock options to purchase 25,000 shares of common stock at an exercise price of
$7.161 per share and an additional option to purchase 31,250 shares of common
stock at an exercise price of $2.79 per share in fiscal 2002. The Committee
granted Mr. Carlisle the options to purchase these shares, other than those
granted with respect to the salary reduction, following consideration of Mr.
Carlisle's unvested option position and the number and dollar value of the
options granted relative to industry norms for chief executive officers of
similarly situated companies.
Section 162(m). The board of directors has considered the potential
future effects of Section 162(m) of the Internal Revenue Code on the
compensation paid to Adept's executive officers. Section 162(m) disallows a tax
deduction for any publicly-held corporation for individual compensation
exceeding $1 million in any taxable year for any of the executive officers named
in the proxy statement, unless the compensation is performance-based. Adept has
adopted a policy that, where reasonably practicable, Adept will seek to qualify
the variable compensation paid to its executive officers for an exemption from
the deductibility limitations of Section 162(m).
Respectfully submitted by the Compensation Committee of the Board of Directors
of Adept Technology, Inc.,
Cary R. Mock
John E. Pomeroy
15
STOCK PRICE PERFORMANCE MEASUREMENT GRAPH
The stock price performance graph set forth below assumes that $100 was
invested on June 30, 1997 in Adept's common stock and in The Nasdaq Stock Market
U.S. Index and in a Peer Group Index, comprised of 14 companies in the robotics
and vision systems industries, and that all dividends were reinvested.
The information set forth under this caption is not soliciting
material, is not deemed to be filed with the Securities and Exchange Commission,
and is not to be incorporated by reference into any filing by Adept under the
Securities Act of 1933 or under the Securities Exchange Act of 1934, except to
the extent that Adept specifically incorporates this information by reference
into any filings.
[The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T]
Cumulative Total Return
--------------------------------------------------------------
6/30/97 6/30/98 6/30/99 6/30/00 6/30/01 6/30/02
------- ------- ------- ------- ------- -------
ADEPT TECHNOLOGY, INC. $100.00 $86.43 $111.43 $534.29 $113.14 $24.00
NASDAQ STOCK MARKET (U.S.) 100.00 131.62 189.31 279.93 151.75 113.67
PEER GROUP 100.00 68.53 116.96 195.38 168.43 128.27
16
[OBJECT OMITTED]
17
CERTAIN TRANSACTIONS
On April 27, 1998, Adept loaned Marcy Alstott the sum of $300,000 under
a promissory note. The interest rate on the note was initially set at 5.64% per
annum and thereafter each May 1 and November 1 at the applicable federal
short-term rate. Except in certain circumstances, Adept agreed to forgive the
loan at a rate of 10% per year beginning on March 23, 1999.
Effective September 2002, Adept entered into a Severance Agreement and
Release of All Claims with Ms. Alsott. Ms. Alstott's employment with Adept
terminated on October 4, 2002 and as part of a severance package, Adept agreed
to pay Ms. Alstott $97,250 which represents 13 weeks of regular pay and a
one-time bonus of $53,000. Additionally, Adept will provide up to 2 months of
severance at regular pay in the event that Ms. Alstott has not found alternative
employment after enlisting reasonable efforts to do so. In return for these
payments and benefits, Ms. Alstott agreed to release Adept from any potential
claims.
Pursuant to a Securities and Investor Rights Agreement, dated as of
October 22, 2001, between JDS Uniphase Corporation, a worldwide optical
technology company (Nasdaq: JDSU), and Adept, JDS Uniphase purchased in a
private equity financing 78,000 shares of Adept's Series A Convertible preferred
stock and 22,000 shares of Adept's Series B Convertible preferred stock for a
purchase price of $25 million. Copies of the relevant documents for the private
placement of preferred stock were filed as exhibits to Adept's Quarterly Report
on Form 10-Q for the quarter ended September 29, 2001 filed with the SEC. For
further information, reference is made to the Statement of Preferences and other
documents filed with this Form 10-Q. As part of this agreement, JDS Uniphase
agreed that for so long as it beneficially owns at least 5% of Adept's voting
securities, JDS Uniphase will vote all of its shares for Adept management's
nominees for the board of directors and in accordance with the recommendation of
Adept's board of directors with respect to any merger, combination,
reorganization, acquisition or sale of assets or securities, except if such
transaction would, in the reasonable judgment of JDS Uniphase's board of
directors, materially impair the value of its equity interest in Adept. For all
other transactions, JDS Uniphase will vote its shares in the same manner and
proportion as the votes cast by a majority of the outstanding shares of common
stock, excluding all shares held by JDS Uniphase and its affiliates. JDS
Uniphase is currently the beneficial owner of 100% of Adept's outstanding
preferred stock and, as a result, beneficially owns over 5% of Adept's
outstanding common stock.
On October 29, 2001, Adept entered into an automation alliance for
optical component and module manufacturing with JDS Uniphase Corporation. As
part of the alliance, JDS Uniphase made an investment of $25.0 million in Adept
redeemable convertible preferred stock and Adept agreed to make five consecutive
quarterly payments of $1 million to JDS Uniphase pursuant to a joint development
agreement. As of June 30, 2002, Adept had made two of the required five
quarterly payments totaling $2 million and the remaining three quarterly
payments totaling $3 million are scheduled to be made during the fiscal year
ending June 30, 2003.
In August 2002, Adept engaged Broadview International, LLC, an
international mergers and acquisitions advisory firm, to assist Adept in
evaluating its current business and strategic focus as well as to assess
possible partners that would be synergistic when combined with Adept. Mike
Kelly, a director of Adept, is a managing director of Broadview International,
LLC.
Universal Instruments, a subsidiary of Dover Technologies, bought
$599,270 worth of linear modules and controls from Adept in fiscal 2002. The
transactions were done via arms-length negotiations and were subject to Adept's
standard terms and conditions and were less than 5% of both Adept's and
Universal's consolidated gross revenues for their last full fiscal year. John
Pomeroy, a director of Adept, is the president and chief executive officer of
Dover Technologies.
The transactions listed above between Adept and JDS Uniphase
Corporation, and Adept and Broadview International, LLC, were approved by a
majority of the disinterested members of the board of directors.
18
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires Adept's executive
officers and directors, and persons who own more than ten percent of a
registered class of Adept's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc. Executive officers, directors
and greater than ten percent shareholders are required by Commission regulation
to furnish Adept with copies of all Section 16(a) forms they file. Based solely
on its review of the copies of the forms received by it, or written
representations from certain reporting persons, Adept believes that during
fiscal 2002 all executive officers, directors and greater than ten percent
shareholders of Adept complied with all applicable filing requirements.
Shareholder Proposals
In order for business to be conducted or nominations to be considered
at the annual meeting, the business or nominations must be properly brought
before the meeting. Under Rule 14a-8 of Regulation 14A of the Exchange Act, any
shareholder intending to submit to Adept a proposal that qualifies for inclusion
in Adept's proxy statement and proxy relating to the annual meeting of
shareholders to be held in 2003 must submit such proposal in writing to the
secretary of Adept so that it is received by Adept no later than June 13, 2003
and must satisfy the other requirements of Rule 14a-8. The submission of a
shareholder proposal does not guarantee that it will be included in Adept's
proxy statement or proxy.
Alternatively, under Adept's bylaws, a proposal or nomination that the
shareholder does not seek to include in Adept's proxy statement pursuant to Rule
14a-8 may be submitted in writing to the secretary of the corporation, and the
other business must be a proper matter for shareholder action under the
California General Corporations Law. To be timely under Adept's bylaws, a
shareholder's notice must be delivered to the secretary at the principal
executive offices of the corporation not later than the close of business on
August 18, 2003 (the 90th day prior to November 15, 2003, the first anniversary
of the preceding annual meeting) nor earlier than the close of business on July
18, 2003 (the 120th day prior to November 15, 2003, the first anniversary of the
preceding year's annual meeting), unless certain circumstances arise. If the
shareholder does not also comply with the requirements of Rule 14a-4, Adept may
exercise discretionary voting authority under proxies it solicits to vote in
accordance with its best judgment on any such stockholder proposal or nomination
submitted by a shareholder.
Other Matters
Adept knows of no other matters to be submitted at the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed form of proxy to vote the shares they represent as
the board of directors may recommend.
Adjournment of the Annual Meeting
In the event that there are not sufficient votes to approve any
proposal incorporated in this proxy statement at the time of the annual meeting,
the proposal could not be approved unless the annual meeting was adjourned in
order to permit further solicitation of proxies from holders of Adept's common
stock. Proxies that are being solicited by Adept's board grant discretionary
authority to vote for any adjournment, if necessary. If it is necessary to
adjourn the annual meeting, and the adjournment is for a period of less than 45
days, no notice of the time and place of the adjourned meeting is required to be
given to the shareholders other than an announcement of the time and place at
the annual meeting. A majority of the shares represented and voting at the
annual meeting is required to approve the adjournment, regardless of whether
there is a quorum present at the annual meeting.
ANNUAL REPORT
A copy of Adept's Annual Report for the fiscal year ended June 30, 2002
has been mailed concurrently with this proxy statement to all shareholders
entitled to notice of and to vote at the annual meeting. The Annual Report is
not incorporated into this proxy statement and is not proxy soliciting material.
19
By Order of the Board of Directors
/s/ Bruce E. Shimano
Bruce E. Shimano
Secretary
Dated: October 10, 2002
20
Appendix A
PROXY
ADEPT TECHNOLOGY, INC.
2002 ANNUAL MEETING OF SHAREHOLDERS
November 15, 2002
This Proxy is solicited on behalf of the Board of Directors of
Adept Technology, Inc.
The undersigned shareholder of ADEPT TECHNOLOGY, INC., a California
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement for the 2002 Annual Meeting of Shareholders,
and hereby appoints Brian R. Carlisle and Michael W. Overby, and each of them,
proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at the
2002 Annual Meeting of Shareholders of ADEPT TECHNOLOGY, INC. to be held on
Friday, November 15, 2001 at 8:00 a.m. local time, at the Livermore office of
Adept Technology, Inc. located at 3011 Triad Drive, Livermore, California 94551
and at any adjournment(s) thereof, and to vote all shares of stock of ADEPT
TECHNOLOGY, INC. which the undersigned would be entitled to vote if then and
there personally present, on the matters set forth below:
(Continued, and to be signed on the other side)
[X] Please mark your votes as this
1. ELECTION OF DIRECTORS:
NOMINEES:
Brian R. Carlisle, Bruce E. Shimano, Ronald E. F. Codd,
Michael P. Kelly, Cary R. Mock, John E. Pomeroy
WITHOLD
FOR FOR ALL
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INSTRUCTION: If you wish to withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.
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2. To ratify the selection of Ernst & Young to serve as the independent
auditors of Adept for the fiscal year ending June 30, 2003.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR THE ELECTION OF DIRECTORS, TO RATIFY THE SELECTION OF ERNST
&YOUNG TO SERVE AS THE INDEPENDENT AUDITORS OF ADEPT FOR THE FISCAL YEAR ENDING
JUNE 30, 2003 AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING.
Signature(s)____________________________________ Dated: __________________, 2002
(This proxy should be marked, dated and signed by the shareholder(s)
exactly as his or her name appears hereon, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate. If shares
are held by joint tenants or as community property, both should sign.)