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 the Commission only (as permitted by
Rule 14a-6(e)(2))
/x/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
ADEPT TECHNOLOGY, INC.
------------------------------------------------
(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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) or Schedule 14A
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transactions 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):
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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
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(1) Amount previously paid:
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ADEPT TECHNOLOGY, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 21, 1996
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Adept
Technology, Inc., a California corporation (the "Company"), will be held on
Thursday, November 21, 1996 at 9:00 a.m. local time, at the Santa Clara
Marriott, 2700 Mission College Boulevard, Santa Clara, California 95054 for
the following purposes:
1. To elect four (4) directors to serve until the next Annual Meeting
of Shareholders or until their successors are duly elected and qualified.
2. To ratify the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending June 30, 1997.
3. To transact such other business as may properly come before the
meeting or any adjournment 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 October 8, 1996 are entitled to notice of and to vote at the
meeting.
All shareholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed Proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any shareholder attending
the meeting may vote in person even if he or she has returned a Proxy.
Sincerely,
Bruce E. Shimano
Secretary
San Jose, California
October 25, 1996
YOUR VOTE IS IMPORTANT.
- --------------------------------------------------------------------------------
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
AND RETURN IT IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
ADEPT TECHNOLOGY, INC.
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PROXY STATEMENT FOR 1996
ANNUAL MEETING OF SHAREHOLDERS
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 (the "Company"), for use at the
Annual Meeting of Shareholders (the "Annual Meeting") to be held Thursday,
November 21, 1996 at 9:00 a.m. local time, or at any adjournment or postponement
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting of Shareholders. The Annual Meeting will be held at the Santa
Clara Marriott, 2700 Mission College Boulevard, Santa Clara, California 95054.
The Company's principal executive offices are located at 150 Rose Orchard
Parkway, San Jose, California 95134 and its telephone number at that location is
(408) 432-0888.
These proxy solicitation materials and the Annual Report to Shareholders for
the fiscal year ended June 30, 1996, including financial statements, were first
mailed on or about October 25, 1996 to all shareholders entitled to vote at the
meeting.
RECORD DATE
Shareholders of record at the close of business on October 8, 1996 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. At
the Record Date, 7,956,995 shares of the Company's Common Stock, no par value,
were issued and outstanding and held of record by 480 shareholders.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date or by attending the meeting and voting in person.
VOTING AND SOLICITATION
Each shareholder is entitled to one vote for each share of Common Stock held
by such shareholder on the Record Date. Every shareholder voting for the
election of directors (Proposal One) may cumulate such 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 such shareholder is entitled to
vote, or distribute such 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 four candidates. However, no shareholder shall be entitled to cumulate
votes unless the candidate's name has been placed in nomination prior to the
voting and the shareholder, or any other shareholder, has given notice at the
meeting, prior to the voting, of the intention to cumulate the shareholder's
votes. On all other matters, each share of Common Stock has one vote. A quorum
comprising the holders of a majority of the outstanding shares of Common Stock
on the Record Date must be present or represented for the transaction of
business at the Annual Meeting. Abstentions and broker non-votes will be counted
as present for the purpose of determining the presence of a quorum for the
transaction of business.
This solicitation of proxies is made by the Company, and all related costs
will be borne by the Company. In addition, the Company may reimburse brokerage
firms and other persons representing beneficial owners of shares for their
expenses in forwarding solicitation material to such beneficial owners. Proxies
may also be solicited by certain of the Company's directors, officers and
regular employees, without additional compensation, personally or by telephone
or telegram.
1
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Proposals of shareholders of the Company that are intended to be presented by
such shareholders at the Company's 1997 Annual Meeting of Shareholders must be
received by the Company no later than June 27, 1997 in order that they may be
considered for inclusion in the proxy statement and form of proxy relating to
that meeting.
PROPOSAL ONE
ELECTION OF DIRECTORS
NOMINEES
A board of four (4) directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the Company's four nominees named below, all of whom are presently directors
of the Company. In the event that any nominee of the Company 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 shall be designated by the present Board of
Directors to fill the vacancy. The Company is not aware of any nominee who will
be unable or will decline to serve as a director. In the event that additional
persons are nominated for election as directors, the proxy holders intend to
vote all proxies received by them in such a manner (in accordance with
cumulative voting) as will assure the election of as many of the nominees listed
below as possible, and, in such 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 four 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 WITH THE COMPANY SINCE
- ---------------------- ----- ----------------------------------------- ---------
Brian R. Carlisle .... 45 Chairman of the Board and Chief Executive 1983
Officer
Bruce E. Shimano ...... 47 Vice President, Research and Development, 1983
Secretary and Director
Cary R. Mock (1)(2) .. 53 Director 1990
John E. Pomeroy (1)(2) 54 Director 1994
- ----------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
There is no family relationship between any director or executive officer of
the Company.
Brian R. Carlisle has served as the Company's Chief Executive Officer and
Chairman of the Board of Directors since he co-founded the Company in June 1983.
From June 1980 to June 1983, he served as General Manager and from June 1977 to
June 1980, he served as project manager of the West Coast Division of Unimation,
Inc. ("Unimation"), 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 a B.S. and an M.S. in
mechanical engineering from Stanford University.
2
Bruce E. Shimano has served as the Company's Vice President, Research and
Development, Secretary, and as a director since he co-founded the Company in
June 1983. Prior to that time, he was Director of Software Development at
Unimation. Mr. Shimano received a B.S., an M.S. and a Ph.D. in mechanical
engineering from Stanford University.
Cary R. Mock has served as a director of the Company since December 1990.
Since January 1996, Mr. Mock has served as a financial advisor specializing in
acquisitions and related corporate development activities. From October 1983 to
December 1996, Mr. Mock served as Director of Acquisitions and Divestitures for
Westinghouse Electric Corporation, having served in other positions with
Westinghouse Electric Corporation since joining the company in 1964. Mr. Mock
received a B.S. in electric engineering from 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 the Company 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" ALL FOUR NOMINEES LISTED ABOVE.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of five meetings during
fiscal 1996. No director attended fewer than 75% of the aggregate of (i) the
number of meetings of the Board of Directors and (ii) the number of meetings of
the committees thereof, if any, upon which such director served. The Board of
Directors has an Audit Committee and a Compensation Committee. The Board of
Directors has no nominating committee or any other committee performing such
functions.
The Audit Committee, which consisted of Mr. Mock and Wendell G. Van Auken
during fiscal 1996, is responsible for overseeing actions taken by the Company's
independent auditors and reviewing the Company's internal financial procedures
and controls. The Audit Committee met once during fiscal 1996.
The Compensation Committee, which consisted of Messrs. Mock and Pomeroy
during fiscal 1996, is responsible for determining salaries, incentives and
other forms of compensation for directors, officers and other employees of the
Company and administering various incentive compensation and benefit plans. The
Compensation Committee met five times during fiscal 1996.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP, independent auditors,
to audit the consolidated financial statements of the Company for the fiscal
year ending June 30, 1997, and recommends that shareholders vote for
ratification of such appointment. Notwithstanding the selection, the Board of
Directors, in its discretion, may direct the appointment of new independent
auditors at any time during the year, if the Board of Directors feels that such
a change would be in the best interests of the Company and its shareholders. In
the event of a negative vote on ratification, the Board of Directors will
reconsider its selection.
Ernst & Young LLP has audited the Company's financial statements annually
since 1984. Representatives of Ernst & Young LLP are expected to be present at
the meeting with the opportunity to make a statement if they desire to do so,
and are expected to be available to respond to appropriate questions.
THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.
3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of Common Stock of the Company as of October 8, 1996 as to (i) each
person who is known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director, (iii) each of the
executive officers named in the Summary Compensation Table below and (iv) all
directors and executive officers as a group.
COMMON STOCK APPROXIMATE
FIVE PERCENT SHAREHOLDERS, BENEFICIALLY PERCENTAGE
DIRECTORS AND CERTAIN EXECUTIVE OFFICERS OWNED OWNED (1)
- ----------------------------------------------- -------------- -----------------
J.P. Morgan & Co., Incorporated (2) ............ 787,100 9.9%
60 Wall Street
New York, NY 10260
Newtek Ventures II, L.P. (3) ................... 534,944 6.7%
500 Washington, Suite 720
San Francisco, CA 94111
State of Wisconsin Investment Board (4) ....... 527,100 6.6%
P.O. Box 7842
Madison, WI 53707
Westinghouse Holdings Corporation .............. 398,102 5.0%
314 West 90th Street
Minneapolis, MN 55420
Brian R. Carlisle (5) .......................... 305,096 3.8%
Bruce E. Shimano (6) ........................... 279,860 3.5%
Charles S. Duncheon(7) ......................... 119,379 1.5%
James E. Kuhl(8) ............................... 40,046 *
Richard J. Casler, Jr. (9) ..................... 27,489 *
John E. Pomeroy (10) ........................... 3,020 *
Cary R. Mock ................................... -- --
All directors and executive officers as a group
(8 persons) (11) .......................... 774,890 9.5%
- ----------
* Less than 1%
(1) Applicable percentage ownership is based on 7,956,995 shares of Common
Stock outstanding as of October 8, 1996 together with applicable options
for the shareholder. Beneficial ownership is determined in accordance with
the rules of the Securities and Exchange Commission, and includes voting
and investment power with respect to shares. Shares of Common Stock subject
to options currently exercisable or exercisable within 60 days after
October 8, 1996, 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.
(2) Reflects ownership as reported on Schedule 13G dated March 29, 1996 filed
with the Securities and Exchange Commission. J.P. Morgan & Co.,
Incorporated has sole dispositive power as to all of these shares and has
sole voting power as to 482,800 of such shares.
(3) Peter Wardle is a general partner of Newtek Associates II, L.P., the
general partner of Newtek Ventures II, L.P. ("Newtek"), and may be deemed
to share voting and investment power as to the shares owned by Newtek.
(4) Reflects ownership as reported on Schedule 13G filed with the Securities
and Exchange Commission on February 2, 1996. State of Wisconsin Investment
Board has sole dispositive power and sole voting power as to all of these
shares.
(5) Includes 58,333 shares of Common Stock which may be acquired upon exercise
of stock options which are presently exercisable or will become exercisable
within 60 days of October 8, 1996. Mr. Carlisle is Chairman of the Board
and Chief Executive Officer of the Company.
4
(6) Includes 41,770 shares of Common Stock which may be acquired upon exercise
of stock options which are presently exercisable or will become exercisable
within 60 days of October 8, 1996 and 10,000 shares held by Mr. Shimano as
custodian for his children under the California Uniform Transfers to Minors
Act. Mr. Shimano is Vice President, Research and Development, Secretary and
a director of the Company.
(7) Includes 33,671 shares of Common Stock which may be acquired upon exercise
of stock options which are presently exercisable or will become exercisable
within 60 days of October 8, 1996 and 4,500 shares held by Mr. Duncheon's
wife. Mr. Duncheon is Senior Vice President, Marketing and Sales of the
Company.
(8) Includes 39,403 shares of Common Stock which may be acquired upon exercise
of stock options which are exercisable or will become exercisable within 60
days of October 8, 1996.
(9) Includes 26,965 shares of Common Stock which may be acquired upon exercise
of stock options which are presently exercisable or will become exercisable
within 60 days of October 8, 1996.
(10) Includes 3,020 shares of Common Stock which may be acquired upon exercise
of stock options which are presently exercisable or will become exercisable
within 60 days of October 8, 1996.
(11) Includes 228,343 shares of Common Stock which may be acquired upon exercise
of stock options which are presently exercisable or will become exercisable
within 60 days of October 8, 1996.
5
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 the Company and the
other four most highly compensated executive officers of the Company for
services rendered in all capacities to the Company for the fiscal years ended
June 30, 1996 and 1995.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
--------------
AWARDS
--------------
ANNUAL NUMBER OF
COMPENSATION (1) SECURITIES
FISCAL -------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (2) OPTIONS COMPENSATION
- -------------------------------- -------- ---------- --------- -------------- ------------
Brian R. Carlisle ............... 1996 $210,000 $25,000 -- $19,550(4)
Chairman of the Board and Chief 1995 200,769 25,000 -- 13,294(3)
Executive Officer
Charles S. Duncheon ............. 1996 166,132 70,000 -- 13,586(4)
Senior Vice President, 1995 158,246 63,968 1,250 18,125(3)
Marketing and Sales
Bruce E. Shimano ................ 1996 160,677 15,000 -- 14,572(4)
Vice President, Research and 1995 153,016 17,075 12,789 12,789(3)
Development and Secretary
James E. Kuhl ................... 1996 150,000 2,000 6,750 10,738(4)
Vice President, Operations 1995 135,220 2,610 6,750 9,847(3)
Richard J. Casler ............... 1996 136,000 29,000 6,250 9,171(4)
Vice President, Engineering 1995 124,818 15,444 1,250 40,581(3)
<FN>
- ----------
(1) Other than salary and bonus described herein, the Company did not pay the
persons named in the Summary Compensation Table any compensation, including
incidental personal benefits, in excess of 10% of such executive officer's
salary.
(2) Bonus compensation consists in part of (i) bonuses earned in fiscal 1995 and
paid in fiscal 1996 of $25,000 for Mr. Carlisle, $28,764 for Mr. Duncheon,
$17,075 for Mr. Shimano, $2,610 for Mr. Kuhl and $15,444 for Mr. Casler and
commission income of $35,204 for Mr. Duncheon; and (ii) bonuses earned in
fiscal 1996 and paid in fiscal 1997 of $25,000 for Mr. Carlisle, $6,370 for
Mr. Duncheon, $15,000 for Mr. Shimano, $2,000 for Mr. Kuhl and $14,000 for
Mr. Casler; and commission income of $63,630 for Mr. Duncheon. There are no
arrangements with the executive officers pursuant to which bonuses are
earned or paid, except as set forth under "Certain Transactions." Bonuses
paid to the executive officers were determined by the Board of Directors in
its discretion.
(3) Other compensation for fiscal year 1995 consists of (i) group term life
excess premiums of $723 for Mr. Carlisle, $570 for Mr. Duncheon, $551 for
Mr. Shimano, $487 for Mr. Kuhl and $449 for Mr. Casler; (ii) automobile
allowances of $9,103 for Mr. Carlisle, $10,407 for Mr. Duncheon, $8,770 for
Mr. Shimano, $8,736 for Mr. Kuhl and $9,643 for Mr. Casler; (iii) matching
contributions of $624 by the Company under its 401(k) Plan for each of
Messrs. Carlisle, Duncheon, Shimano and Kuhl; (iv) reimbursement of $29,999
of relocation expenses for Mr. Casler; (v) reimbursement of accrued interest
on outstanding note obligations to the Company of $2,844 for each of Messrs.
Carlisle and Shimano and $490 for Mr. Casler; and (vi) reimbursement of
certain interest expenses for Mr. Duncheon totaling $6,524. The note
obligations of Messrs. Carlisle and Shimano were incurred in connection with
the purchase of Common Stock of the Company and were repaid in January 1996.
The Company's interest expense reimbursements to Mr. Casler relate to note
obligations of Mr. Casler to the Company that were repaid in June 1995. The
Company's reimbursement of Mr.
6
Duncheon's interest expenses relates to a bank loan obtained by Mr.
Duncheon. See "Certain Transactions."
(4) Other compensation for fiscal year 1996 consists of (i) group term life
excess premiums of $755 for Mr. Carlisle, $592 for Mr. Duncheon, $953 for
Mr. Shimano, $1,378 for Mr. Kuhl and $435 for Mr. Casler; (ii) automobile
allowances of $13,894 for Mr. Carlisle, $12,370 for Mr. Duncheon, $8,736 for
Mr. Shimano, $8,736 for Mr. Kuhl and $8,736 for Mr. Casler; (iii) matching
contributions of $624 by the Company under its 401(k) Plan for each of
Messrs. Carlisle, Duncheon, Shimano and Kuhl; and (iv) reimbursement of
accrued interest on outstanding note obligations to the Company of $4,277
for each of Messrs. Carlisle and Shimano. The note obligations of Messrs.
Carlisle and Shimano were incurred in connection with the purchase of Common
Stock of the Company and were repaid in January 1996.
</FN>
OPTION GRANTS IN FISCAL YEAR 1996
The following table sets forth certain information regarding the grant of
stock options to the persons named in the Summary Compensation Table during the
fiscal year ended June 30, 1996.
POTENTIAL
REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
----------------------------------------------------- ANNUAL RATES
NUMBER OF PERCENTAGE OF OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(1)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION -------------------
NAME GRANTED FISCAL YEAR SHARE(4)(5) DATE 5% 10%
- ----------------------- ------------ --------------- ----------- ------------ --------- ---------
Brian R. Carlisle ...... -- -- -- -- -- --
Charles S. Duncheo .... -- -- -- -- -- --
Bruce E. Shimano ....... -- -- -- -- -- --
James E. Kuhl .......... 4,250(2) * $7.00 7/24/00 $18,710 $47,414
2,500(3) * $7.00 7/24/00 11,006 27,890
Richard J. Casler, Jr. 6,250(2) * $7.00 7/24/00 27,514 69,726
<FN>
- ----------
* Less than 1%
(1) Potential realizable value is based on the assumption that the Common Stock
of the Company appreciates at the annual rate shown (compounded annually)
from the date of grant until the expiration of the five year option term.
These numbers are calculated based on the requirements promulgated by the
Securities and Exchange Commission and do not reflect the Company's
estimates of future stock price growth.
(2) Options were granted on July 24, 1995 and become exercisable as to 1/48th of
the option shares each month commencing July 1, 1995, with full vesting
occurring four years thereafter.
(3) Options were granted on July 24, 1995 and become exercisable as to 20% of
the option shares each month commencing July 1, 1995, with full vesting
occurring five years thereafter. On August 24, 1996, the Board of Directors
accelerated the vesting of 2,100 of the option shares granted to Mr. Kuhl so
that they are fully vested as of that date.
(4) Options were granted at an exercise price equal to the fair market value of
the Company's Common Stock, as determined by the Board of Directors on the
date of grant.
(5) Exercise price may be paid in cash, promissory note, by delivery of
already-owned shares subject to certain conditions, or pursuant to a
cashless exercise procedure under which the optionee provides irrevocable
instructions to a brokerage firm to sell the purchased shares and to remit
to the Company, out of the sale proceeds, an amount equal to the exercise
price plus all applicable withholding taxes.
</FN>
7
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information regarding the exercise of
stock options in the last fiscal year by the persons named in the Summary
Compensation Table and the value of options held by such individuals as of June
30, 1996.
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
SHARES OPTIONS AT MONEY OPTIONS AT JUNE 30,
ACQUIRED JUNE 30, 1996(#) 1996($)(2)
ON VALUE ----------------------------- -----------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------- ---------- ----------- ------------- --------------- ------------- ---------------
Brian R. Carlisle ..... 9,250 $149,850 45,572 16,928 $ 583,322 $216,678
Charles S. Duncheon ... 61,000 759,450 89,165 10,335 1,163,800 129,550
Bruce E. Shimano ...... -- -- 45,572 16,928 583,222 216,678
James E. Kuhl ......... -- -- 32,251 11,249 391,603 104,812
Richard J. Casler, Jr.. -- -- 22,545 9,955 285,965 98,535
<FN>
- ----------
(1) Market value of the Company's Common Stock at the exercise date minus the
exercise price.
(2) Market value of the Company's Common Stock at fiscal year-end minus the
exercise price.
</FN>
EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company currently has no employment contracts with any of the executive
officers listed in the Summary Compensation Table, and no compensatory plan or
arrangement with such executive officers which are activated upon resignation,
termination or retirement of any such executive officer upon a change in control
of the Company.
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 Board and committee meetings. Pursuant to
an arrangement with the Company that expired at the Company's initial public
offering in December 1995, Mr. Pomeroy received a fee of $1,000 for each Board
or committee meeting he attended. Mr. Pomeroy received a total of $1,000 during
fiscal 1996 under this arrangement. In addition, at the time he joined the Board
of Directors in 1994, Mr. Pomeroy was granted an option to purchase 5,000 shares
of the Company's Common Stock at an exercise price per share of $5.40, subject
to monthly vesting over four years. The Company's 1995 Director Option Plan
provides that options shall be granted to non-employee directors of the Company
pursuant to an automatic nondiscretionary grant mechanism. On December 15, 1995,
the effective date of the Company's initial public offering, each of the
Company's non-employee directors was automatically granted an option to purchase
15,000 shares of the Company's Common Stock at an exercise price equal to the
initial public offering price, which was $9.50 per share. In addition, upon
joining the Board of Directors, each new non-employee director will
automatically be granted an option to purchase 15,000 shares of Common Stock.
Each non-employee director will subsequently be granted an option to purchase
3,000 shares of Common Stock at the first meeting of the Board of Directors
following the annual meeting of shareholders beginning with the 1996 Annual
Meeting of Shareholders. Each such option will be granted at the fair market
value of the Common Stock on the date of grant. The initial options granted to
non-employee directors will vest at a rate of 25% on the first anniversary date
of grant and at a rate of 1/48th of the shares per month thereafter, and
subsequent options granted to non-employee directors will become exercisable at
a rate of 1/48th of the shares subject to such additional options on the
monthly anniversary of the date of grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Mock and Pomeroy. There are no
interlocking relationships, as described by the Securities and Exchange
Commission, between the Compensation Committee members.
8
REPORT OF COMPENSATION COMMITTEE
The following is the report of the Compensation Committee describing the
compensation policies and rationales applicable to the Company's executive
officers with respect to the compensation paid to such executive officers for
the fiscal year ended June 30, 1996. The Report of the Compensation Committee
shall not be deemed to be incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act") or under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the
extent that the Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under such acts.
General. The responsibilities of the Compensation Committee are to administer
the Company's various incentive plans, including the Company's 1993 Stock Plan
and the 1995 Employee Stock Purchase Plan (the "Stock Plans") and to set
compensation policies applicable to the Company's executive officers. The
Committee's fundamental policy is to offer the Company's executive officers
competitive compensation opportunities based upon overall Company performance,
their individual contribution to the financial success of the Company and their
personal performance. It is the Committee's objective to have a substantial
portion of each officer's compensation contingent upon the Company's
performance, as well as upon such officer's own level of performance.
Accordingly, each executive officer's compensation package comprises 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 the Company's achievement of
financial performance goals and the executive's contribution; and (iii)
long-term stock-based incentive awards, which 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 the Company. The
Compensation Committee reviews these factors for each executive officer each
year. In addition, the Compensation Committee considers executive officers'
salaries for relative competitiveness within the Company's industry.
Commissions and Bonuses. The Company has established a bonus plan for its
executive officers. The bonus plan for the fiscal year ended June 30, 1996 was
based on achieving certain levels of operating profit to create a bonus pool.
Individual executive bonuses were paid from this pool and were determined by
performance against goals. In addition, the Company had a sales commission plan
for Mr. Duncheon. 40% of Mr. Duncheon's commission plan was based on gross
margin dollars sold less expenses compared to the business plan, and 60% of the
commission plan was based on performance against other sales and marketing
objectives.
Stock Options. The Stock Plans are long-term incentive plans for all
employees. These plans are intended to align shareholder and employee interests
by creating a direct link between long-term rewards and the value of the
Company's shares. The Compensation Committee believes that long-term stock
ownership by executive officers and all 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
the Company. Because the value of an option bears a direct relationship to the
Company's stock price, the Compensation Committee believes that options motivate
executive officers and employees to manage the Company in a manner which will
benefit all shareholders.
The Stock Plans authorize the Compensation Committee to award stock options
to employees at any time. The size of stock option grants is determined by a
number of factors, including comparable grants to executive officers and
employees by other companies which compete in the Company's industry, as well as
the executive officer's relative position and responsibilities with the Company,
the individual performance of the executive officer over the previous fiscal
year and the anticipated contribution of the executive officer to the attainment
of the Company's long-term strategic performance goals. The exercise price per
share of each stock option is generally equal to the prevailing market value of
a share of the Company's Common Stock on the date such option is granted. The
Committee views stock option grants as an important component of its long-term,
performance-based compensation philosophy.
CEO Salary. The compensation of Brian R. Carlisle, President and Chief
Executive Officer, consists of base salary, typically an annual bonus and
occasionally incentive stock options. The Board of Directors
9
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 the Company's financial, strategic and other goals, with
consideration given to competitive chief executive officer compensation
information. The Compensation Committee believes that the Company's success is
dependent in part upon the efforts of its Chief Executive Officer. In fiscal
1996, Mr. Carlisle earned a base salary of $210,000 as set by the Compensation
Committee. He earned a bonus of $25,000 which was based on the Company achieving
certain levels of operating profit. Mr. Carlisle was not granted any incentive
stock options in fiscal 1996.
SECTION 162(m)
The Board has considered the potential future effects of Section 162(m) of
the Internal Revenue Code on the compensation paid to the Company'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 such
compensation is performance-based. The Company has adopted a policy that, where
reasonably practicable, the Company 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 members of the
Compensation Committee:
John E. Pomeroy
Cary R. Mock
10
PERFORMANCE GRAPH
[The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T.]
Total Cumulative Returns
---------------------------------------------
12/15/95 06/30/96 9/13/96
Adept Technology, Inc. 100 147 84
Peer Group 100 84 71
NASDAQ Stock Market-US 100 116 116
* This graph assumes that $100 was invested on December 15, 1995 in the
Company's Common Stock and in the Nasdaq Stock Market--US Index and in a Peer
Group and that all dividends were reinvested. No dividends have been declared
or paid on the Company's Common Stock. Shareholder returns over the indicated
period should not be considered indicative of future shareholder returns.
The stock price performance graph set forth above under the caption
"Performance Graph" shall not be deemed to be "soliciting material" or to be
"filed" with the Securities and Exchange Commission, nor shall such information
be incorporated by reference into any future filing under the Securities Act or
Exchange Act, except to the extent that the Company specifically incorporates it
by reference into such filing.
11
CERTAIN TRANSACTIONS
In October 1989 the Company loaned Charles Duncheon, the Company's Senior
Vice President, Marketing and Sales, an aggregate of $200,000 (the "Company
Loan") pursuant to a Promissory Note Secured by Deed of Trust (the "Note"),
bearing interest at the applicable Federal short term rate compounded
semi-annually. Interest under the Note was payable annually but was forgiven on
an annual basis so long as Mr. Duncheon remained an employee of the Company. The
principal on the Note was to become due in 1996 but was also forgiven beginning
in 1990 in annual increments of 8.333% of $200,000 for each 10% of annual sales
exceeding the Company's annual fiscal budget. In August 1993 Mr. Duncheon
borrowed funds under a bank loan to repay $175,000 then owing under the Company
Loan. The Company agreed to pay Mr. Duncheon an annual bonus equal to the
interest accrued and paid by Mr. Duncheon in the prior year in connection with
the bank loan, and to make annual bonus payments to Mr. Duncheon of $25,000,
until the earlier of (i) such time as the bonus payments on account of principal
equaled the aggregate amount of the principal of the bank loan or (ii) such time
as the Company consummated a public offering in which Mr. Duncheon sold stock in
an amount sufficient to repay the bank loan in full. The Company's obligations
with respect to Mr. Duncheon's bank loan terminated as of the closing of the
Company's initial public offering in December 1995.
All future transactions, including loans, between the Company and its
officers, directors, principal shareholders and their affiliates will be
approved by a majority of the Board of Directors, including a majority of the
independent and disinterested outside directors, and will continue to be on
terms no less favorable to the Company than could be obtained from unaffiliated
third parties.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than ten percent of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC") and the National
Association of Securities Dealers, Inc. Executive officers, directors and
greater than ten percent stockholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file. Based solely on
its review of the copies of such forms received by it, or written
representations from certain reporting persons, the Company believes that during
fiscal 1996 all executive officers and directors of the Company complied with
all applicable filing requirements.
OTHER MATTERS
The Company 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.
THE BOARD OF DIRECTORS
Dated: October 17, 1996
12
APPENDIX A
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PROXY ADEPT TECHNOLOGY, INC. PROXY
1996 ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 21, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of ADEPT TECHNOLOGY, INC., a California
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement, each dated October 25, 1996, and hereby
appoints Brian R. Carlisle and Betsy A. Lange, 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 1996 Annual Meeting
of Shareholders of ADEPT TECHNOLOGY, INC. to be held on November 21, 1996 at
9:00 a.m. local time, at the Santa Clara Marriott, 2700 Mission College
Boulevard, Santa Clara, California 95054 and at any adjournment or adjournments
thereof, and to vote all shares of Common Stock which the undersigned would be
entitled to vote if then and there personally present, on the matters set forth
on other side:
(Continued, and to be signed on the other side)
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[X] Please mark
your votes
as this
WITHHOLD FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS FOR FOR ALL 2. PROPOSAL TO RATIFY THE APPOINTMENT
OF ERNST & YOUNG LLP AS THE [ ] [ ] [ ]
IF YOU WISH TO WITHHOLD INDEPENDENT AUDITORS OF THE COMPANY
AUTHORITY TO VOTE FOR ANY [ ] [ ] FOR THE FISCAL PERIOD ENDING JUNE
INDIVIDUAL NOMINEE, STRIKE 30, 1997.
A LINE THROUGH THAT NOMINEE'S
NAME IN THE LIST BELOW: and, in their discretion, upon such
other matter or matters which may
Brian R. Carlisle, Bruce E. Shimano, Cary R. Mock, properly come before the meeting or
John E. Pomeroy any adjournment or adjournments
thereof.
I PLAN TO ATTEND THE MEETING [ ]
THIS PROXY WILL BE VOTED AS
DIRECTED OR, IF NO CONTRARY
DIRECTION IS INDICATED, WILL BE
VOTED FOR THE ELECTION OF
DIRECTORS, FOR THE RATIFICATION OF
THE APPOINTMENT OF ERNST & YOUNG
LLP AS INDEPENDENT AUDITORS AND AS
SAID PROXIES DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
Signature(s) Dated: , 1996
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(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.)
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