UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
|X| Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended June 30, 2003 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)
3011 Triad Drive, Livermore, California 94551
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (925) 245-3400
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.
|X| Yes |_| 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 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|
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of
1934. |_| Yes |X| No
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant computed by reference to the price at which the
common equity was last sold as of the last business day of the
Registrant's most recently completed second fiscal quarter (December 27, 2002)
was $7,260,689. Shares of common stock held by each officer and director and by
each person who controls 5% or more of the outstanding voting power of the
registrant 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 November 6, 2003, approximately 15,447,911 shares of the registrant's
common stock, no par value, were outstanding.
EXPLANATORY NOTE:
The registrant hereby amends its Annual Report on Form 10-K for the
year ended June 30, 2003 to include Part III of Form 10-K, to the extent such
information was not previously included in the Annual Report on Form 10-K, as
set forth below. This amendment further revises the Registrant's disclosure
under the heading "Controls and Procedures" in Item 9A and attaches Exhibits
31.1 and 31.2. Items in the Annual Report on Form 10-K not referenced below are
not amended, and this amendment does not reflect events occurring after the
original filing of the Annual Report on Form 10-K, or modify or update those
disclosures as presented in the Form 10-K except to the extent set forth herein.
Items referenced herein are amended as set forth below.
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PART II
ITEM 9A. CONTROLS AND PROCEDURES
As of the end of the fiscal year ended June 30, 2003, Adept carried out an
evaluation, under the supervision and with the participation of members of our
management, including our former Chief Executive Officer and our Chief Financial
Officer, of the effectiveness of the design and operation of Adept's disclosure
controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange
Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that Adept's disclosure controls and procedures are
effective in alerting them in a timely manner to material information relating
to Adept (including its consolidated subsidiaries) required to be included in
Adept's periodic SEC filings. Our new Chief Executive Officer has reviewed with
our former Chief Executive Officer and our Chief Financial Officer the
procedures that were used to conduct our evaluation for the fiscal year ended
June 30, 2003 and the results thereof. Based upon that review, our new Chief
Executive Officer concluded that Adept's disclosure controls and procedures were
effective as of the end of fiscal 2003 in alerting our Chief Executive Officer
and Chief Financial Officer in a timely manner to material information relating
to Adept (including its consolidated subsidiaries) required to be included in
Adept's periodic SEC filings. It should be noted that our new Chief Executive
Officer's certification as to our disclosure controls and procedures as of the
end of fiscal 2003 is necessarily based on an evaluation of facts that existed
before he joined the Company. It should be further noted that the design of any
system of controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions,
regardless of how remote.
During the most recent fiscal quarter, there has not occurred any change in
Adept's internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, Adept's internal control over
financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Executive Officers of the Registrant
Executive officers of Adept are appointed by the Board of Directors and serve at
the discretion of the Board. Adept's Executive Officers currently include:
Name Age Position
---- --- --------
Robert H. Bucher 48 Chairman of the Board of Directors and Chief Executive Officer
Brian R. Carlisle 52 President and Director
Bruce E. Shimano 54 Vice President, Research and Development, Secretary
and Director
Michael W. Overby 46 Vice President, Finance and Chief Financial Officer
Robert H. Bucher has served as Adept's Chief Executive Officer and as
Chairman of the Board of Directors since November 4, 2003. Prior to joining
Adept, Mr. Bucher was a consultant providing management advisory and financial
investment to pre-IPO technology product and service businesses. From 1998 to
2001, Mr. Bucher was President and Chief Executive Officer of Norsat
International Inc., a Canadian company that evolved under his leadership from a
manufacturer and distributor of satellite components to a digital media
infrastructure solution provider. Mr. Bucher held the position of Executive Vice
President of Worldwide Operations at Measurex Corporation, an optimization,
automation and solution system provider to the process industries from 1995 to
1998. Meaurex was acquired by Honeywell International in 1996. Previous
positions at Measurex included President of Measurex's
3
Vancouver, B.C. subsidiary from 1992 to 1995, and Vice President of Corporate
Marketing from 1989 to 1992. Mr. Bucher holds a B.S. degree in Engineering.
Brian R. Carlisle has served as Adept's President since November 4,
2003 and has been a director since co-founding Adept in June 1983. From June
1983, when Mr. Carlisle co-founded Adept, to November 4, 2003, Mr. Carlisle
served as Adept's Chief Executive Officer and Chairman of the Board of
Directors. Prior to co-founding Adept, 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 our Vice President, Research and
Development, Secretary and a director since he co-founded Adept in June 1983.
Prior to that time, he was Director of Software Development at Unimation. Mr.
Shimano received B.S., M.S. and Ph.D. degrees in Mechanical Engineering from
Stanford University.
Michael W. Overby has served as Adept's Vice President of Finance and
Chief Financial Officer since March 2000. From December 1999 to March 2000, Mr.
Overby held the position of Corporate Controller of Adept. Prior to joining
Adept, Mr. Overby was the financial executive for Digital Generation Systems,
Inc., a provider of digital distribution services to the broadcast advertising
industry. From 1996 to 1998 he was Corporate Controller and Director of
Information Systems at Inprise Corporation, formerly Borland, a publicly-traded
software company. Mr. Overby holds a B.S. in Business Administration from
California Polytechnic State University.
Directors
The names of the directors of Adept, and certain information about the
directors who are not also executive officers, and their business experience is
set forth below:
- ------------------------------- -------- -------------------------------------------------------- --------------------
Name of Director Age Position(s) with Adept Director Since
- ------------------------------- -------- -------------------------------------------------------- --------------------
Robert H. Bucher 48 Chairman of the Board of Directors and Chief Executive 2003
Officer
- ------------------------------- -------- -------------------------------------------------------- --------------------
Brian R. Carlisle 52 President and Director 1983
- ------------------------------- -------- -------------------------------------------------------- --------------------
Bruce E. Shimano 54 Vice President, Research and Development, Secretary 1983
and Director
- ------------------------------- -------- -------------------------------------------------------- --------------------
Ronald E. F. Codd (1)(2)(3) 48 Director 1998
- ------------------------------- -------- -------------------------------------------------------- --------------------
Michael P. Kelly (1)(2)(3) 55 Director 1997
- ------------------------------- -------- -------------------------------------------------------- --------------------
Cary R. Mock (1)(2)(3) 60 Director 1990
- ------------------------------- -------- -------------------------------------------------------- --------------------
- ------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Nominating and Corporate Governance Committee.
There is no family relationship between any director or executive
officer of Adept.
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 certain enterprise software products. From September 1991 to
December 1998, Mr. Codd served as Chief Financial Officer and Secretary of
PeopleSoft, Inc., a company that develops, markets and supports enterprise
application software. Mr. Codd is also a director of Interwoven, Inc. and Agile
Software Corporation. Mr. Codd received a B.S. in Accounting from the University
of California, Berkeley and an M.M. from the J.L. Kellogg Graduate School of
Management (Northwestern University).
4
Michael P. Kelly has served as a director of Adept since April 1997 and
as Lead Director of the Board of Directors since October 2003. Mr. Kelly is
currently Vice-Chairman and 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 Broadview
International. 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 2003, Mr. Mock has been independently employed. From January 1996
to January 2002, Mr. Mock 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.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires the Company'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 2003 all executive officers, directors and greater than ten percent
shareholders of Adept complied with applicable filing requirements.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company, during the Company's fiscal year ended June
30, 2003, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with.
ITEM 11. DIRECTOR AND EXECUTIVE COMPENSATION
Compensation of Directors
No director currently receives any cash compensation for service as a
director of Adept or 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 and Mock each received an
annual grant of an option to purchase 3,000 shares of Adept common stock on
January 23, 2003 at an exercise price of $.46 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 of the 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. In October 2003, the board amended the 1995 Director
Option Plan to require shareholder approval to materially increase the number of
shares of common stock authorized for issuance or reduce the exercise price of
any outstanding option under the plan.
Executive Compensation
The following Summary Compensation Table sets forth certain information
regarding the compensation of Adept's Chief Executive Officer for the fiscal
year ended June 30, 2003 and the other three most highly compensated executive
officers or former executive officers of Adept who earned at least $100,000 for
the fiscal year ended June 30, 2003, referred to as the Named Executive
Officers. Effective November 4, 2003, Adept has a
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new Chief Executive Officer, Robert H. Bucher, who is not included in the Named
Executive Officers as he was not Chief Executive Officer in fiscal 2003 and did
not receive any compensation from Adept during the fiscal year ended June 30,
2003. Mr. Bucher is the only current executive officer of Adept who is not
included in the Named Executive Officers. For information concerning Mr.
Bucher's compensation arrangements see "Certain Transactions."
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation (1) Awards
----------------------- -------
Number of
Securities
Fiscal Underlying All other
Name and Principal Position Year Salary Bonus Options Compensation
--------------------------- ---- ------ ----- ------- ------------
Brian R. Carlisle..................... 2003 $207,132(3) -- 0 $ 17,299(8)
President and Director (2) 2002 225,903(4) -- 140,504(7) 19,144(9)
2001 332,699 25,000 15,294(10)
Bruce E. Shimano...................... 2003 171,571(3) -- 0 10,580(8)
Vice President, Research and 2002 186,707(4) -- 67,600(7) 11,643(9)
Development,
Secretary and Director 2001 218,000 -- 20,000 13,284(10)
Michael W. Overby..................... 2003 164,794(3) -- 0 10,009(8)
Vice President of Finance and Chief 2002 62,133(4) -- 147,500(7) 10,377(9)
Financial Officer 2001 163,846 $20,000 30,000 11,226(10)
Marcy R. Alstott (5).................. 2003 126,499(6) -- 0 235,756(8)
Former Vice President, Operations 2002 162,658(4) -- 24,270(7) 64,487(9)
2001 174,578 -- 10,000 72,251(10)
(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 served as Adept's Chief Executive Officer and Chairman of
the Board from June 1983 to November 2003, therefore his reported
compensation for fiscal years 2001, 2002 and 2003 reflects his
compensation as Chief Executive Officer of Adept for the entirety of
each of those respective fiscal years.
(3) During fiscal 2003, Mr. Carlisle voluntarily elected to forego an
additional $67,404 otherwise payable in salary; Mr. Shimano voluntarily
elected to forego an additional $18,240 otherwise payable in salary;
and Mr. Overby voluntarily elected to forego an additional $52,538
otherwise payable in salary. These salary reduction amounts are
reflected in the "Salary" column for the Named Executive Officers
described in this table such that their total compensation without the
reduction would have equaled the sum of the amount disclosed in this
footnote plus the amount set forth in the "Salary" column above. Adept
has no obligation to pay these salary reduction amounts. See also
footnote 7 of this Summary Compensation Table.
(4) During fiscal 2002, Mr. Carlisle voluntarily elected to forego an
additional $95,489 otherwise payable in salary; Mr. Shimano voluntarily
elected to forego an additional $25,507 otherwise payable in salary;
Ms. Alstott voluntarily elected to forgo an additional $2,950 otherwise
payable in salary; and Mr. Overby voluntarily elected to forego an
additional $86,752 otherwise payable in salary. These salary reduction
amounts are reflected in the "Salary" column for the Named Executive
Officers described in this table such that their total compensation
without the reduction would have equaled the sum of the amount
disclosed in this footnote plus the amount set forth in the "Salary"
column above. Adept has no obligation to pay these salary reduction
amounts. See also footnote 7 of this Summary Compensation Table.
6
(5) Ms. Alstott resigned as an executive officer as of August 9, 2002 and
terminated employment with Adept as of October 4, 2002.
(6) Includes $73,750 for severance paid in connection with the termination
of Ms. Alstott's employment on October 4, 2002.
(7) 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, and Mr. Overby 100,000 options.
(8) Other compensation for fiscal 2003 consists of (i) group term life
excess premiums of $840 for Mr. Carlisle, $766 for Mr. Shimano, $706
for Mr. Overby, and $16 for Ms. Alstott, (ii) automobile allowance of
$15,265 for Mr. Carlisle, $8,736 for Messrs. Shimano and Overby,
respectively, and $2,593 for Ms. Alstott, (iii) supplemental life
insurance premiums of $1,194 for Mr. Carlisle, $1,078 for Mr. Shimano,
$567 for Mr. Overby, and $147 for Ms. Alstott. Also included for Ms.
Alstott is loan forgiveness and tax reimbursement of $53,000 per the
terms of her April 1998 promissory note to Adept. In addition, included
for Ms. Alstott is $180,000 representing full forgiveness of a
remaining loan balance following termination of her employment pursuant
to the terms of her April 1998 promissory note to Adept. See "Certain
Transactions". There were no matching contributions by Adept under its
401(k) Plan in fiscal 2003.
(9) 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, 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, 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, and $555 for Mr. Overby, and (v) loan
forgiveness and tax reimbursement of $52,653 for Ms. Alstott per the
terms of her April 1998 promissory note to Adept.
(10) 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, 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, 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, and $1,635 for Mr. Overby; and (v) loan
forgiveness and tax reimbursement of $60,159 for Ms. Alstott according
to the terms of her April 1998 promissory note to Adept.
OPTION GRANTS IN LAST FISCAL YEAR
The option grants table has been excluded because none of the Named
Executive Officers was granted options during the fiscal year ended June 30,
2003.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The option exercises table has been excluded because none of the Named
Executive Officers exercised options during the fiscal year ended June 30, 2003.
Employment Contracts and Change-In-Control Arrangements
Adept had no employment contracts with any of the Named Executive
Officers, and no compensatory plans or arrangements with the executive officers
that were activated upon resignation, termination or retirement of any
7
executive officer upon a change in control of Adept through fiscal year 2003.
Adept has entered into an employment agreement with its new Chief Executive
Officer, Robert H. Bucher, however, which agreement contains provisions that may
be activated upon a change in control of Adept. Mr. Bucher's employment
agreement is further described in "Certain Transactions."
Compensation Committee Interlocks and Insider Participation
In fiscal 2003, the Compensation Committee consisted of Messrs. Mock
and Pomeroy until Mr. Pomeroy's resignation in January 2003 at which point Mr.
Kelly was appointed to the Compensation Committee. Mr. Kelly has served on the
Compensation Committee since January 2003 and also serves as Vice-Chairman and a
managing director of Broadview International, which during part of fiscal 2003,
served as a financial advisor to Adept. Broadview no longer serves as financial
advisor to Adept, and no future compensation will be payable to Broadview as a
result of the services it provided. See "Certain Transactions." Mr. Codd was
appointed to the Compensation Committee in October 2003.
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, 2003.
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, review and approve Adept's benefit 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 total
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 generally comprised of three elements: (i) base salary, which is
established primarily on the basis of individual qualifications, 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 to the achievement of those goals, 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. Cash awards were not paid to our current
executive officers in fiscal 2003.
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 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
8
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 price of a share of Adept
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 in certain cases, 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.
Compensation for the CEO is determined through a process similar to
that discussed above for the other executive officers. The compensation of Mr.
Carlisle, Adept's CEO from June 1983 to November 2003, consisted of base salary,
bonuses and stock options. The board of directors periodically reviewed Mr.
Carlisle's base salary and bonus and revised 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 2003, Mr. Carlisle earned a base salary of $274,536 as set by the
Committee, which represented a salary decrease of over $46,000 from his prior
year base salary. Mr. Carlisle voluntarily elected to forgo $67,404 of his
otherwise payable base salary, however, and consequently was paid $207,132 in
base salary for fiscal 2003. Adept has no obligation to pay Mr. Carlisle
foregone amounts. For fiscal 2003, based upon its review of Adept's overall
financial and business performance during the year as well as its performance
relative to competitors, the Committee did not grant bonuses to any of its
executive officers, including Mr. Carlisle. In addition, none of Adept's
executive officers were granted any stock options in fiscal 2003; however,
shortly after the fiscal year end, a stock option grant was made to Mr. Carlisle
under the 2001 Stock Option Plan. Compensation for Adept's new Chief Executive
Officer, Robert H. Bucher, is described in Certain Transactions.
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) if such provision is applicable.
Respectfully submitted by the Compensation Committee of the Board of Directors
of Adept Technology, Inc. for the fiscal year ended June 30, 2003,
Cary R. Mock
Michael Kelly
9
STOCK PRICE PERFORMANCE MEASUREMENT GRAPH
The stock price performance graph set forth below assumes that $100 was
invested on June 30, 1998 in Adept 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
6/30/98 6/30/99 6/30/00 6/30/01 6/30/02 6/30/03
------- ------- ------- ------- ------- -------
ADEPT TECHNOLOGY, INC. $100.00 $128.93 $618.18 $130.91 $ 27.77 $ 5.82
NASDAQ STOCK MARKET (U.S.) 100.00 143.67 212.43 115.46 78.65 87.33
PEER GROUP 100.00 170.67 285.09 245.76 187.16 183.02
[OBJECT OMITTED]
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding the
beneficial ownership of the outstanding shares of Adept common stock and
preferred stock as of November 6, 2003 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 one former executive officer 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 November 6, 2003 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., 3011 Triad Drive, Livermore, California 94551.
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% 3,074,134 16.6%
Kopp Investment Advisors Inc. (4)
7701 France Avenue South, Suite 500 -- -- -- -- 1,506,544 9.8%
Edina, Minnesota 55435..........
State of Wisconsin (5)
121 East Wilson St., 2nd Floor
Madison, Wisconsin 53702........ -- -- -- -- 1,850,000 12.0%
Tri-Valley Campus I, LLC (6)
2755 Campus Drive, Suite 100
San Mateo, California 94403..... -- -- -- -- 3,000,000 16.2%
Brian R. Carlisle (7)............... -- -- -- -- 651,598 4.2%
Bruce E. Shimano (8)................ -- -- -- -- 484,684 3.1%
Michael W. Overby (9)............... -- -- -- -- 244,239 1.6%
Robert H. Bucher (10)............... -- -- -- -- 25,000 *
Marcy R. Alstott (11)............... -- -- -- -- 6,918 *
John E. Pomeroy (12)................ -- -- -- -- 5,000 *
Cary R. Mock (13)................... -- -- -- -- 30,561 *
Michael P. Kelly (14)............... -- -- -- -- 27,561 *
Ronald E.F. Codd (15)............... -- -- -- -- 21,561 *
All current executive officers and
directors as a group (7 persons) -- -- -- -- 1,497,122 9.7%
(16)
- ----------
* Less than 1%
11
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 except as noted below, while beneficial ownership of executive officers
and directors is as of November 6, 2003.
(1) Applicable percentage ownership for all shareholders other than JDS
Uniphase and Tri-Valley Campus I, LLC ("Tri-Valley") is based on
15,447,911 shares of common stock outstanding as of November 6, 2003
together with options for the applicable shareholder currently
exercisable or exercisable within 60 days after November 6, 2003. The
number of shares outstanding for the calculation of percentage
ownership for JDS Uniphase includes shares of common stock for which
JDS Uniphase has the right to acquire beneficial ownership through
conversion of the shares of the preferred stock of Adept held by JDS
Uniphase as if such conversion occurred on November 6, 2003 due to
certain limitations of the preferred stock. See Notes 2 and 3 below for
more information regarding the preferred stock and JDS Uniphase. The
number of shares outstanding for the calculation of percentage of
ownership for Tri-Valley includes shares of common stock for which
Tri-Valley has the right to acquire beneficial ownership through
conversion of a convertible subordinated note issued by Adept to
Tri-Valley on August 6, 2003. See Note 6 below for more information
regarding the common stock and Tri-Valley.
(2) 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 agreement regarding voting between Adept and JDS Uniphase which
covers the preferred shares.
(3) 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 common stock at the time of conversion. As of November 6, 2003,
the shares of preferred stock held by JDS Uniphase were convertible
into 3,074,134 shares of Adept common stock if the shares were
converted on that date due to the limitations described below. The
preferred stock may be converted into shares of Adept common stock at
any time and will automatically 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. However, as a result of a waiver of events of default
by the preferred shareholder other than in connection with certain
liquidity events that are not approved by the board of directors of
Adept, such as a shareholder-approved plan of liquidation or unapproved
takeover, the denominator for the determination of the conversion rate
with respect to the Series B preferred stock shall not be less than
$4.09 and with respect to the Series A preferred stock shall not be
less than $2.05, even if the denominator for the conversion rate at
such time would be less than $4.09 and $2.05 respectively. 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. As a result, as the
number of outstanding shares of Adept increases (including upon
exercise of options, warrants or conversion of convertible notes) or
the preferred stockholder reduces the shares of voting stock it owns,
the number of shares into which the preferred stock may be convertible
proportionately increases. 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
February 4, 2003 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 1,331,544 shares of Adept common stock,
has sole voting power over 985,000 shares, sole dispositive power over
750,000 shares and shared dispositive power over 581,544
12
shares. Kopp Holding also beneficially owns 1,331,544 shares of Adept
common stock. Mr. Kopp has beneficial ownership of 1,506,544 shares of
Adept common stock and sole voting and dispositive power over 175,000
shares of Adept common stock.
(5) Reflects ownership as reported on Schedule 13G filed with the SEC on
February 11, 2003 by the State of Wisconsin Investment Board which
beneficially owns 1,850,000 shares of Adept common stock, has sole
voting power of 1,850,000 shares and sole dispositive power of
1,850,000 shares.
(6) Reflects beneficial ownership of 3,000,000 shares of Adept common stock
which Tri-Valley has the right to acquire upon conversion of a three
year, $3.0 million convertible subordinated note issued by Adept in
favor of Tri-Valley on August 6, 2003, bearing an interest rate of 6.0%
and a right to convert into common stock at an exercise price of $1.00
per share. Under the terms of the convertible subordinated note,
Tri-Valley may elect at any time to convert all or any part of the
outstanding principal balance of the convertible subordinated note into
shares of Adept common stock. The principal balance of the convertible
subordinated note is $3,000,000, convertible into 3,000,000 shares of
Adept common stock if Tri-Valley were to elect to convert 100% of the
principal balance into Adept common stock. Adept may elect to convert
interest owing under the convertible subordinated note into common
stock. To the knowledge of Adept, Tri-Valley does not have ownership of
any outstanding shares of common stock at this time and currently has
no voting power or dispositive power over any outstanding shares of
Adept common stock. Upon any election by Tri-Valley to convert amounts
owing under the convertible subordinated note into shares of common
stock, Tri-Valley will have sole voting power over the common stock
issued pursuant to the conversion and sole dispositive power over the
common stock issued pursuant to the conversion. Refer to the section of
this proxy statement entitled "Certain Transactions" for a discussion
of the convertible subordinated note issued by Adept to Tri-Valley
which provides Tri-Valley the right to acquire common stock.
(7) Includes 359,551 shares of common stock which may be acquired upon
exercise of options which are presently exercisable or will become
exercisable within 60 days of November 6, 2003. Mr. Carlisle is
President and a director of Adept.
(8) Includes 237,835 shares of common stock which may be acquired upon
exercise of options which are presently exercisable or will become
exercisable within 60 days of November 6, 2003. Mr. Shimano is Vice
President, Research and Development, Secretary and a director of Adept.
(9) Includes 204,819 shares of common stock which may be acquired upon
exercise of options which are presently exercisable or will become
exercisable within 60 days of November 6, 2003. Mr. Overby is Vice
President of Finance and Chief Financial Officer of Adept.
(10) Includes 25,000 shares of common stock which may be acquired upon
exercise of options which will become exercisable within 60 days of
November 6, 2003. Mr. Bucher is Chief Executive Officer and Chairman of
the Board of Directors of Adept.
(11) 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) Mr. Pomeroy resigned as a director of Adept effective January 15, 2003.
(13) Represents 30,561 shares of common stock which may be acquired upon
exercise of options which are presently exercisable or will become
exercisable within 60 days of November 6, 2003. Mr. Mock is a director
of Adept.
(14) Represents 27,561 shares of common stock which may be acquired upon
exercise of options which are presently exercisable or will become
exercisable within 60 days of November 6, 2003. Mr. Kelly is a director
of Adept.
13
(15) Includes 16,561 shares of common stock which may be acquired upon
exercise of options which are presently exercisable or will become
exercisable within 60 days of November 6, 2003. Mr. Codd is a director
of Adept.
(16) Includes 901,888 shares of common stock which may be acquired upon
exercise of options which are presently exercisable or will become
exercisable within 60 days of November 6, 2003.
Disclosure regarding "Securities Authorized for Issuance under Equity
Compensation Plans" in included in Adept's Annual Report on Form 10-K/A filed
with the SEC on October 8, 2003.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Transactions
Adept entered into an employment agreement dated November 3, 2003,
referred to as the Employment Agreement, with Mr. Robert H. Bucher. The
Employment Agreement provides, among other things, for Mr. Bucher's employment
as Chief Executive Officer at an initial base salary of $300,000 per year. Mr.
Bucher, who began serving as Chief Executive Officer of Adept effective November
4, 2003, is an employee of Adept's Canadian wholly-owned subsidiary. Mr. Bucher
is also provided interim travel and relocation assistance including travel
reimbursement of up to $4,000 per month, plus the difference between accumulated
travel reimbursements and $50,000 upon Mr. Bucher's relocation. Under the
Employment Agreement, Mr. Bucher is also eligible to earn annual variable
incentive compensation in an amount up to 100% of his base salary, subject to
Mr. Bucher and Adept achieving certain individual and corporate performance
goals to be determined. Any amount of incentive compensation earned by Mr.
Bucher becomes payable only upon Adept achieving a specified level of cumulative
positive cash flow. The Employment Agreement also provided for the grant of a
stock option for 600,000 shares of common stock under Adept's 2001 Stock Option
Plan. The option was granted to Mr. Bucher on November 3, 2003. In addition to
the above grant, the Employment Agreement provides for the potential grant of a
stock option for 50,000 shares of common stock under Adept's 2001 Stock Option
Plan upon the achievement of specific goals to be mutually determined by Mr.
Bucher and the Compensation Committee. In the event of a change in control of
Adept, as defined in the 2001 Stock Option Plan, in which the surviving entity
does not offer Mr. Bucher employment in a substantially identical capacity as
Mr. Bucher's employment with Adept or one of its subsidiaries immediately prior
to the change of control with substantially similar compensation to the
compensation being paid to Mr. Bucher at the time of such change in control, Mr.
Bucher will be granted a lump sum payment of six months' base salary and vesting
will accelerate as to 1/4th of the aggregate options granted to Mr. Bucher under
the Employment Agreement (which is equivalent to an additional 12 months of
vesting).
On April 27, 1998, Adept loaned Marcy Alstott the sum of $300,000 under
a promissory note. Except in certain circumstances, Adept agreed to forgive the
loan at a rate of 10% per year beginning on March 23, 1999 and in the event that
Ms. Alstott terminated her employment after March 28, 2002 or was terminated by
Adept, the principal balance of the loan was no longer an obligation of Ms.
Alstott. Ms. Alstott was obligated to pay interest annually on the note based
upon the applicable federal short-term rate for each six-month period beginning
May 1, 1999. Ms. Alstott ceased to be an executive officer of Adept on August 9,
2002. At the time of termination of her employment in October 2002, the balance
on the loan was $180,000 and the loan was forgiven by Adept in full during
fiscal 2003 pursuant to the terms of the 1998 promissory note and her severance
agreement with Adept.
Effective September 2002, Adept entered into a Severance Agreement and
Release of All Claims with Ms. Alstott. Ms. Alstott's employment with Adept
terminated on October 4, 2002 and as part of a severance package, Adept paid Ms.
Alstott $126,750 in severance and a one-time payment of $53,000, representing
loan forgiveness and tax reimbursement for 2003 per the terms of her April 1998
promissory note to Adept, plus medical insurance coverage through November 2002.
In return for these payments and benefits, Ms. Alstott agreed to release Adept
from any potential claims.
Pursuant to a Securities Purchase and Investor Rights Agreement, dated
as of October 22, 2001, between JDS Uniphase, 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 Preferred and 22,000 shares of
Adept's Series B Preferred
14
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.
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 or matters,
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.
In December 2002, Adept and JDS Uniphase agreed to terminate the
supply, development and license agreement entered into by them in October 2001.
The purpose of the joint development agreement was to formalize the relationship
between Adept and JDS Uniphase, provide a mechanism to share technology and
development ideas while preserving and protecting each other's intellectual
property for the industries each party served. Under this agreement, Adept was
obligated to work with JDS Uniphase's internal automation organization, referred
to as Optical Process Automation, or OPA, to develop solutions for component and
module manufacturing processes for sub-micron tolerance assemblies. JDS Uniphase
retained sole rights for fiberoptic applications developed under this contract.
For non-fiberoptic applications of component and module manufacturing processes
developed by OPA, Adept was obligated to pay up to $1,000,000 each fiscal
quarter for the planned five-quarter effort. Due to changing economic and
business circumstances and the curtailment of development by JDS Uniphase and
termination of their OPA operations, both parties determined that these
development services were no longer in their mutual best interests. As part of
the termination, Adept executed a $1,000,000 promissory note in favor of JDS
Uniphase earning interest at a rate of 7% per year payable on or before
September 30, 2004. JDS Uniphase has the right to require Adept to apply any
additional financing received prior to maturity, first to repayment of the
outstanding balance under the promissory note. In addition, in the event of
Adept's insolvency or inability to pay its debts when they become due, an event
of default occurs under the promissory note. An event of default will result in
the immediate acceleration of the promissory note and the unpaid balance and all
accrued interest will become immediately due and payable. The payments made
prior to termination plus the promissory note represent payment in full by Adept
for the development services performed by JDS Uniphase, and there are no
remaining payment obligations arising from the agreement. All licenses,
licensing rights and other rights and obligations arising from the development
work performed under the contract before termination survive its termination.
Adept also agreed to seek shareholder approval to amend the date that the
preferred stock held by JDS Uniphase automatically converts into Adept common
stock from October 29, 2004 to October 29, 2005 to allow JDS Uniphase an
additional year to maintain its position as a preferred shareholder or convert
the preferred stock into shares of Adept common stock. JDS Uniphase waived this
obligation of Adept in October 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 currently Vice-Chairman and has served as a
managing director of Broadview International, LLC. The engagement of Broadview
International, LLC, was approved by a majority of the disinterested members of
the board of directors. Adept paid a $50,000 engagement fee to Broadview in
October 2002. In early 2003, the engagement was terminated by its terms. The
engagement agreement with Broadview provided that, subject to certain
exceptions, Broadview would be entitled to payment of a success fee in the event
that a transaction was completed within one year of the agreement's termination
date with a party with whom contact was initiated or developed by Broadview,
Adept or a third party prior to the termination date. Broadview has agreed to
waive any obligation of Adept to pay any success fee or other compensation to
which Broadview may have been or otherwise be entitled under the agreement as a
result of any transaction completed after the termination date. There is no
further fee, expense reimbursement or other compensation owing under the
engagement agreement, and no compensation will be payable to Broadview for any
transaction which may be completed by Adept.
On August 6, 2003, we completed a lease restructuring with Tri-Valley
Campus LLC, the landlord for our Livermore, California corporate headquarters
and facilities who was not affiliated with Adept. Under the lease amendment, we
were released of our lease obligations for two unoccupied buildings in Livermore
and received a
15
rent reduction on the occupied building from $1.55 to $1.10 per square foot for
a lease term extending until May 31, 2011. In addition, the lease amendment
carries liquidated damages in the event of default on the lease payments
equivalent to one year of rent obligations on the original lease. In the event
of Adept's bankruptcy or a failure to make payments to the landlord of our
Livermore, California facilities within three days after a written notice from
the landlord, a default would be triggered on the lease. Finally, under the
lease amendment the Company agreed to relocate once to another facility anywhere
in the South or East Bay Area between San Jose and Livermore at the landlord's
option, provided that the new facility is comparable and upon providing the
Company reasonable notice and paying the Company's moving expenses. In
connection with the lease restructuring, we issued a three year, $3.0 million
convertible subordinated note due June 30, 2006 in favor of the landlord bearing
an annual interest rate of 6.0%, which is subordinated to our receivables
purchase facility with Silicon Valley Bank. Principal and interest are payable
in cash, unless the landlord elects to convert the note into the Company's
common stock, in which case interest on the principal amount converted will be
paid, at the election of the Company, in cash, by converting such interest into
principal amount or by issuance of Company common stock. The note is convertible
at any time at the option of the holder into common stock at a conversion price
of $1.00 per share and the resulting shares carry certain other rights,
including piggyback registration rights and co-sale rights in equity sales by
Adept or its management. Payment under the note will be accelerated in the event
of a default, including the insolvency or bankruptcy of Adept, Adept's failure
to pay its obligations under the note when due, Adept's default on certain
material agreements, including the Livermore lease, the occurrence of a material
adverse change with respect to Adept's business or ability to pay its
obligations under the note, or a change of control of Adept without the
landlord's consent. Adept continues to lease its Livermore facilities from
Tri-Valley Campus LLC, and lease payments for fiscal 2004 are expected to be
approximately $1.0 million.
16
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(3) Exhibits
2.1 Share Purchase Agreement among Marc Tremblay, Alain Rivard,
Eric St-Pierre, Pierre Boivin, 9044-0108 Quebec Inc., Societe
Innovatech Quebec et Chaudiere-Appalaches, Sofinov, Societe
Financiere d'Innovation Inc., Business Development Bank of
Canada, Christian Labbe, Patrick Murphy and certain other
shareholders named therein, Adept Technology Canada Holding
Co., and Registrant, dated July 21, 2000 (incorporated by
reference to Exhibit 2.1 to the Registrant's Current Report on
Form 8-K/A filed with the Securities and Exchange Commission
on October 25, 2000).+
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 Certificate of Amendment of Articles of Incorporation of the
Registrant filed with the Secretary of State of California on
November 17, 2000 (incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1 (No.
333-48638)).
3.3 Amended and Restated Bylaws of the Registrant, as amended to
date.
3.4 Statement of Preferences of Series A and Series B Preferred
Stock (incorporated by reference to Exhibit 3.1 to the
Registrant's Form 10-Q for the fiscal quarter ended September
29, 2001 (the "2002 First Quarter 10-Q")).
4.1 Form of Stock Certificate (incorporated by reference to
Exhibit 4.2 to the 1995 Form S-1).
4.2 Securities Purchase and Investor Rights Agreement, dated
October 22, 2001, between the Registrant and JDS Uniphase
Corporation (incorporated by reference to Exhibit 4.1 to the
Registrant's 2002 First Quarter 10-Q).
10.1* 1993 Stock Plan as amended, and form of agreement thereto
(incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on November 20, 2000, No. 333-50292).
10.2* 1998 Employee Stock Purchase Plan as amended, and form of
agreements thereto (incorporated by reference to Exhibit 10.1
to the Registrant's Form 10-Q for the fiscal quarter ended
September 28, 2002).
10.3* 1995 Director Option Plan as amended, and form of agreement
thereto (incorporated by reference to Exhibit 10.4 to the
Registrant's Form 10-K for the fiscal year ended June 30, 1997
(the "1997 Form 10-K")).
10.4 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).
10.5 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).
10.6 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).
17
10.7 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).
10.8 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).
10.9 Lease Agreement dated June 1, 1998 between Registrant and
Technology Centre Associates LLC for the premises located at
150 Rose Orchard Way, San Jose, California (incorporated by
reference to Exhibit 10.2 to the Registrant's Form 10-Q for
the fiscal quarter ended September 30, 2000 (the "2001 First
Quarter Form 10-Q")).
10.10 Second Amendment to Lease Agreement dated March 31, 2000
between Registrant and Technology Centre Associates LLC dated
July 31, 1998 (incorporated by reference to Exhibit 10.10.3 to
the 2000 Form 10-K).
10.11 First Addendum to Lease Agreement dated August 18, 1999
between Registrant and Joseph and Eda Pell Revocable Trust
dated August 18, 1989 (incorporated by reference to Exhibit
10.24 to the 2000 Form 10-K).
10.12 Lease Agreement dated May 19, 2000 between NanoMotion Inc. and
United Insurance Co. of America for premises located at Santa
Barbara, California (incorporated by reference to Exhibit
10.10.6 to the 2000 Form 10-K).
10.13** Original Equipment Manufacturer Agreement between Registrant
and Hirata Corporation dated January 31, 1995 (incorporated by
reference to Exhibit 10.31 to the 2000 Form 10-K/A).
10.14** Original Equipment Manufacturing Agreement between Registrant
and Yaskawa Electric Corp. dated August 29, 2000 (incorporated
by reference to Exhibit 10.34 to the 2000 Form 10-K/A).
10.15 Industrial R&D Lease Agreement dated October 31, 2000 between
Registrant and Tri-Valley Campus I, LLC for premises located
at Livermore, California (incorporated by reference to Exhibit
10.1 to the 2001 First Quarter Form 10-Q).
10.16 Amendment No. 1 dated September 9, 1997 to Office Building
Lease between Registrant and Puente Hills Business Center II
dated May 20, 1993 (incorporated by reference to Exhibit 10.3
to the 2001 First Quarter Form 10-Q).
10.17 Amendment No. 2 dated June 17, 1998 to Office Building Lease
between Registrant and Puente Hills Business Center II dated
May 20, 1993 (incorporated by reference to Exhibit 10.4 to the
2001 First Quarter Form 10-Q).
10.18** Supply, Development and License Agreement dated October 22,
2002, between the Registrant and JDS Uniphase Corporation
(incorporated by reference to Exhibit 10.1 to the 2002 First
Quarter 10-Q).
10.19* 2001 Stock Option Plan (incorporated by reference to Exhibit
4.1 to the Registrant's Registration Statement on Form S-8
filed with the Securities and Exchange Commission on October
11, 2001 (No. 333-71374).
10.20 Letter Agreement and Note effective as of November 30, 2002
between the Registrant and JDS Uniphase Corporation
(incorporated by reference to the Registrant's Form 8-K as
filed with the Securities and Exchange Commission on January
22, 2003).
10.21 Amended Second Anniversary Note Agreement effective as of
December 13, 2002 between the Registrant and the Holcomb
Family Trust (incorporated by reference to Exhibit 10.2 to the
2003 Second Quarter 10-Q).
18
10.22 Accounts Receivable Purchase Agreement dated as of March 21,
2003 between the Registrant and Silicon Valley Bank
(incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 29, 2003 (the "2003 Third Quarter 10-Q")).
10.23 Intellectual Property Security Agreement dated as of March 21,
2003 between the Registrant and Silicon Valley Bank
(incorporated by reference to Exhibit 10.2 to the 2003 Third
Quarter 10-Q).
10.24 Warrant to Purchase Stock dated as of March 21, 2003 between
the Registrant and Silicon Valley Bank (incorporated by
reference to Exhibit 10.2 to the 2003 Third Quarter 10-Q).
10.25 Convertible Subordinated Note issued by Registrant to
Tri-Valley Campus, LLC dated August 6, 2003 (incorporated by
reference to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission on
August 8, 2003).
10.26 Lease Amendment dated as of August 6, 2003 between the
Registrant and Tri-Valley Campus LLC (incorporated by
reference to Exhibit 10.26 to the Registrant's Form 10-K for
the fiscal year ended June 30, 2003 filed with the Securities
and Exchange Commission on September 29, 2003 (the "2003 Form
10-K")).
10.27* Robert H. Bucher Offer Letter dated November 3, 2003.
21.1 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21.1 to the 2003 Form 10-K).
23.1 Consent of Independent Auditors (incorporated by reference to
Exhibit 23.1 to the 2003 Form 10-K).
24.1 Power of Attorney (See Signature Page to this Form 10-K/A).
31.1 Certification by the Chief Executive Officer Pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
31.2 Certification by the Chief Financial Officer Pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
32.1 Certification by the Chief Executive Officer and the Chief
Financial Officer Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (incorporated by reference to Exhibit 32.1 to the
Registrant's 2003 Form 10-K).
* 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 SEC.
+ Schedules have been omitted and will be provided to the SEC upon request.
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, 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
By: /s/ Robert H. Bucher
--------------------
Robert H. Bucher
Chairman of the Board of Directors and
Chief Executive Officer
Date: November 11, 2003
20
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert H. Bucher and Michael W. Overby and each
of them, his true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, to sign any and all amendments to this
Annual Report on Form 10-K and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitute
or substitutes, or any of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Robert H. Bucher Chairman of the Board of Directors and Chief November 11, 2003
-------------------- Executive Officer (Principal Executive Officer)
(Robert H. Bucher)
/s/ Michael W. Overby Vice President, Finance and Chief Financial November 11, 2003
--------------------- Officer (Principal Financial and Accounting
(Michael W. Overby) Officer)
/s/ Brian R. Carlisle President and Director November 11, 2003
---------------------
(Brian R. Carlisle)
/s/ Bruce E. Shimano Vice President, Research and Development, November 11, 2003
-------------------- Secretary and Director
(Bruce E. Shimano)
/s/ Ronald E. F. Codd Director November 11, 2003
---------------------
(Ronald E. F. Codd)
/s/ Michael P. Kelly Director November 11, 2003
--------------------
(Michael P. Kelly)
/s/ Cary R. Mock Director November 11, 2003
----------------
(Cary R. Mock)
21
INDEX TO EXHIBITS
3.3 Amended and Restated Bylaws of the Registrant, as amended to date.
10.27* Robert H. Bucher Offer Letter dated November 3, 2003.
31.1 Certification by the Chief Executive Officer Pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification by the Chief Financial Officer Pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
* Management contract or compensatory plan or arrangement.
22