================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 2005
ADEPT TECHNOLOGY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 0-27122 94-2900635
- ---------------------------- ----------------------- ----------------------
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation) Identification Number)
3011 Triad Drive
Livermore, CA 94550
--------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (925) 245-3400
None
(Former Name or Former Address, if Changed Since Last Report)
===============================================================================
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
Amendment to Articles of Incorporation
- --------------------------------------
Effective February 25, 2005, Adept Technology, Inc. (the "Company")
amended its Articles of Incorporation to effect a reverse split of its stock on
a one-for-five basis so that each five shares of common stock issued and
outstanding prior to February 25, 2005 shall automatically be converted into and
reconstituted as one share of common stock.
The amendment provides that the Company is authorized to issue
15,000,000 shares of its capital stock, 14,000,000 of which are Common Stock and
1,000,000 of which are Preferred Stock.
Amendment to Bylaws
- -------------------
On February 22, 2005, the Company's Board of Directors unanimously
authorized an amendment to the Company's Bylaws, to be effected upon such
approval. Section 8.4 of the Company's Bylaws previously required that a
certificate for shares be issued to each shareholder when any of the shares are
fully paid. The Board has authorized an amendment to the Bylaws which allows for
the issuance of uncertificated (i.e., "book-entry") shares.
Item 8.01 Other Events.
On February 25, 2005, the Company issued a press release announcing
that a one-for-five reverse split of the Company's outstanding stock was
effected as of the opening of business on February 25, 2005, the payment of cash
in lieu of fractional shares and the Company's new trading symbol of ADEO. A
copy of the press release is filed as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
3.1 Certificate of Amendment of Articles of Incorporation of
Adept Technology, Inc.
99.1 Press Release, dated February 25, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ADEPT TECHNOLOGY, INC.
Date: February 25, 2005 By: /s/ Robert R. Strickland
--------------------------------
Robert R. Strickland
Chief Financial Officer