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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
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Date of Report (Date of earliest event reported): March 9, 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)
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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))
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Item 1.01. Entry into a Material Definitive Agreement
Amendment of 2004 Director Option Plan and Director Compensation
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On March 9, 2005, the Board of Directors of Adept Technology, Inc.
("Adept") approved increases to the initial and annual option grants available
to non-employee directors under the 2004 Director Option Plan. The size of
initial option grants to new directors was increased from 3,000 shares (giving
effect to the one-for-five reverse stock split effected by Adept on February 25,
2005) to 10,000 shares, and annual director option grants from 1,000
(post-reverse stock split) to 2,000 shares. In addition, the Board approved a
change the date of the annual grant, for the fiscal year ended June 30, 2005
only, to March 9, 2005, rather than the first meeting of the Board following
Adept's annual meeting of shareholders (which was held on November 4, 2004). For
all future periods, the Plan provides for the annual director option grant to be
made on the date of the first meeting of the Board following Adept's annual
meeting of shareholders. The foregoing amendments are subject to shareholder
approval at Adept's 2005 annual meeting of shareholders. The amendments did not
increase the total number of authorized shares under the 2004 Director Option
Plan.
The Amended and Restated 2004 Director Option Plan is attached as Exhibit
10.1 hereto and is incorporated herein by this reference.
Executive Officer Compensation
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On March 9, 2005, Adept's Board of Directors voted to increase the annual
base salaries of certain executive officers, effective April 1, 2005, as
follows:
1. Robert H. Bucher: increase of 13% to $340,000
2. Robert R. Strickland: increase of 7% to $230,050
3. Matthew Murphy: increase of 12% to $268,800
4. John Dulchinos: increase of 7% to $169,060
5. Lee Blake: increase of 7% to $192,600
6. Gordon Deans: increase of 17% to $149,877
7. Joachim Melis: increase of 5% to $128,842
Adept does not have written employment agreements with any of its officers
except for Robert Bucher, its Chief Executive Officer. A summary of the
compensation of all of Adept's executive officers (which summary reflects the
foregoing salary increases) is attached as Exhibit 10.2 hereto and is
incorporated herein by this reference.
Item 8.01. Other Events.
Cash Bonus Plan
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For purposes of satisfying the Securities and Exchange Commission's
requirements with respect to Regulation S-K 601(b)(10) in light of the
amendments to the requirements for Current Reports on Form 8-K effective August
23, 2004, Adept is filing the attached copy of its Cash Bonus Plan, which is
attached hereto as Exhibit 10.3 and is incorporated herein by this reference.
Form of Option Agreement under 2001 Stock Option Plan
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For purposes of satisfying the Securities and Exchange Commission's
requirements with respect to Regulation S-K 601(b)(10) in light of the
amendments to the requirements for Current Reports on Form 8-K effective August
23, 2004, Adept is filing the attached form of option agreement under the 2001
Stock Option Plan, which is attached hereto as Exhibit 10.4 and is incorporated
herein by this reference.
Summary of Director Compensation
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For purposes of satisfying the Securities and Exchange Commission's
requirements with respect to Regulation S-K 601(b)(10) in light of the
amendments to the requirements for Current Reports on Form 8-K effective August
23, 2004, Adept is filing the attached summary of non-employee director
compensation, which is attached hereto as Exhibit 10.5 and is incorporated
herein by this reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Amended and Restated 2004 Director Option Plan
10.2 Summary of Executive Officer Compensation
10.3 Cash Bonus Plan
10.4 Form of Option Agreement under 2001 Stock Option Plan
10.5 Summary of Non-Employee Director Compensation
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: March 15, 2005 By: /s/ Robert R. Strickland
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Robert R. Strickland
Chief Financial Officer