SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 9, 2005
ADEPT TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-27122 94-2900635
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
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 (see General Instruction A.2. below):
|_| 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 1.01 Entry Into a Material Definitive Agreement.
On December 9, 2005, Adept Technology, Inc. ("Adept") entered into a
Letter of Understanding (the "LOU") with Parker Hannifin Corporation ("Parker")
for the co-development of products. The LOU defines the basic agreement of the
parties and is intended to serve as a guiding document in the writing of a full
agreement that will supersede the LOU.
The LOU provides that Adept and Parker agree to enter into a joint
supply relationship in which the companies will manufacture and supply products
that create a complete robot system. A process will be instituted that will
allow a customer to purchase a complete system from Adept, or optionally Parker.
Adept will purchase components from Parker for the purpose of re-selling and
intends to make Parker its primary supplier of linear actuators. The
co-developed product will meet all specifications as described by Adept and
agreed to by Parker. The product is to be private labeled (Adept) or co-labeled
(Adept and Parker for respective products) at Adept's discretion. Parker agrees
to make all products available to Adept for a minimum period of 5 years. After
the 5 year period, Parker agrees to provide Adept with a minimum of 2 years
advance notice if Parker decides to terminate the supply of product in
conjunction with Adept. Adept agrees to provide Parker with a minimum of 2 years
advance notice prior to terminating the purchase of products. Parker has rights
to sell the co-developed product directly to any of its channel, customer, and
geographic markets, except direct competitors of Adept. For all systems sold by
Adept, Adept agrees to provide customer support for the complete system. Parker
agrees to provide a proposal for complete system build and configuration at its
facility, using its personnel. Parker agrees to add certain component suppliers
to its approved supplier list, based upon Adept's recommendation and Parker's
acceptance of the supplier. Adept agrees to provide annual forecasts of product
sales. Parker agrees to provide pricing tables for all modules, based upon
certain combined module volumes. Parker agrees to provide a module exchange
warranty to Adept to cover defects in parts, materials, or workmanship. Parker
agrees to participate in a cooperative marketing program to include such efforts
as press releases, advertising, and joint trade show events in USA and Europe.
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: December 15, 2005 By: /s/ Robert R. Strickland
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Robert R. Strickland
Chief Financial Officer