SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
|X| Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended June 30, 1996 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 94-29000635
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
150 Rose Orchard Way, San Jose, California 95134
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (408) 432-0888
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.
Yes X 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 the 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|
The aggregate market value of the voting stock held by non-affiliates
of the registrant, based upon the closing sale price of the Common Stock on
August 31, 1996 as reported on the Nasdaq National Market, was approximately
$33,021,118. Shares of Common Stock held by each officer and director and by
each person who owns 5% or more of the outstanding Common Stock 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 August 31, 1996, the registrant had outstanding 7,956,995 shares
of Common Stock.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1) Financial Statements
The following financial statements are incorporated by reference
in Item 8 of this Report:
Independent Auditors' Report
Consolidated Balance Sheets at June 30, 1995 and 1996
Consolidated Statements of Income for the years ended June 30,
1994, 1995 and 1996
Consolidated Statements of Shareholders' Equity for the years
ended June 30, 1994, 1995 and 1996
Consolidated Statements of Cash Flows for the years ended June 30,
1994, 1995 and 1996
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules
II - Valuation and Qualifying Accounts
Additional schedules are not required under the related schedule
instructions or are inapplicable, and therefore have been omitted.
(a)(3) Exhibits
3.1(2) Restated Articles of Incorporation of the Registrant.
3.2(1) Bylaws of the Registrant, as amended to date.
10.1(1) 1983 Stock Incentive Program, and form of Agreement
thereto.
10.2(1) 1993 Stock Option Plan, and form of agreement thereto.
10.3(1) 1995 Employee Stock Purchase Plan, and form of
agreements thereto.
10.4(1) 1995 Director Stock Option Plan, and form of agreement
thereto.
10.5(1) Form of Indemnification Agreement between the
Registrant and its officers and directors.
10.6.1(1) Lease Agreement between the Registrant and Technology
Associates I dated July 18, 1986, as amended.
10.6.2(1) Office Building Lease between Registrant and Puente
Hills Business Center II dated May 20, 1993, as
amended.
10.6.3(1) Standard Office Lease - Gross between SILMA
Incorporated and South Bay/Copley Joint Venture dated
November 11, 1992.
10.7(1) Loan Payoff Plan dated August 3, 1993 between
Registrant and Charles Duncheon.
11.1(2) Statement regarding computation of per share earnings.
13.1 Portions of Registrant's Annual Report to Shareholders
for the fiscal year ended June 30, 1996.
22.1(1) Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young LLP.
24.1(2) Power of Attorney (See Page 26).
27.1(2) Financial Data Schedule.
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(1) Incorporated by reference to exhibits filed with Registrant's
Registration Statement on Form S- 1 (Reg. No. 33-98816) as declared
effective by the Commission on December 15, 1995.
(2) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1996.
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(b) Reports on Form 8-K. The Company did not file any reports on Form 8-K
during the quarter ended June 30, 1996.
(c) Exhibits. See Item 14(a)(3) above.
(d) Financial Statement Schedules. See Item 14(a)(2) above.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
ADEPT TECHNOLOGY, INC.
By: /s/ Brian R. Carlisle
----------------------------------
Brian R. Carlisle
Chairman of the Board of Directors
and Chief Executive Officer
Date: October 18, 1996
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Amendment No. 1 to the Annual Report on Form 10-K 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/ Brian R. Carlisle Chairman of the Board of Directors and Chief October 18, 1996
- ------------------------------------------ Executive Officer (Principal Executive Officer)
(Brian R. Carlisle)
/s/ Betsy A. Lange Vice President, Finance and Chief Financial October 18, 1996
- ------------------------------------------ Officer (Principal Financial and Accounting
(Betsy A. Lange) Officer)
Bruce E. Shimano* Vice President, Research and Development, October 18, 1996
- ------------------------------------------ Secretary and Director
(Bruce E. Shimano)
Cary R. Mock* Director October 18, 1996
- ------------------------------------------
(Cary R. Mock)
John E. Pomeroy* Director October 18, 1996
- ------------------------------------------
(John E. Pomeroy)
Wendell G. Van Auken* Director October 18, 1996
- ------------------------------------------
(Wendell G. Van Auken)
*By: /s/ Betsy A. Lange
- ------------------------------------------
(Attorney-In-Fact)
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