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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
Date of Report (Date of earliest event reported): June 9, 2006
ADEPT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27122 94-2900635
(State or other (Commission file number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
3011 Triad Drive 94550
Livermore, CA (Zip Code)
(Address of principal executive offices)
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))
Item 1.01. Entry into a Material Definitive Agreement.
On June 9, 2006, Adept Technology, Inc. ("Adept" or the "Company")
entered into a common stock purchase agreement (the "Purchase Agreement") to
issue and sell an aggregate of approximately 731,251 shares of its newly issued
common stock for aggregate consideration of $10 million, representing a purchase
price of $13.6752 per share, in a transaction not registered under the
Securities Act of 1933, as amended. Entities affiliated with Crosslink Capital
Partners ("Crosslink") are the investors in the financing transaction. In
connection with the financing, the Company has granted to Crosslink the right to
designate an individual to serve as a director of Adept so long as it holds more
than 5% of Adept's outstanding stock, and Mr. Charles Finnie, general partner at
Crosslink Capital will join Adept's Board of Directors upon the closing of the
transaction. The press release announcing the signing of the Purchase Agreement
is attached as an exhibit to this Current Report on Form 8-K.
The Purchase Agreement includes certain representations and
warranties, covenants and agreements of Adept in connection with its private
placement of stock, including retaining its existence, Nasdaq listing and
reporting status. The Company granted Crosslink certain inspection rights,
indemnification for breaches of representations and warranties and other
agreements in the Purchase Agreement and customary indemnification under the
registration rights agreement, and agreed to pay for certain expenses of
Crosslink up to $35,000 incurred in connection with the financing. In addition,
pursuant to the registration rights agreement entered into in connection with
the Purchase Agreement, the Company is obligated to register with the Securities
and Exchange Commission the shares issued in the financing for resale by the
purchasers thereof and maintain the effectiveness of the registration statement
until such shares may be resold without restriction under applicable securities
law.
The consummation of the financing remains subject to customary
closing conditions, such as accuracy of certain representations and warranties,
compliance with covenants and delivery of certain closing documents, and is
expected to be completed before the end of June. The transaction may be
terminated if not completed before July 10, 2006.
A copy of the purchase agreement and registration rights agreement
entered into by Adept will be filed as exhibits to an amendment to this Current
Report on Form 8-K.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Appointment of New Director
In connection with its approval of the common stock financing
disclosed above and subject to the completion of the financing, the Board of
Directors of Adept approved an increase in the number of authorized directors of
Adept to seven by resolution pursuant to the Company's Bylaws and appointed
Charles Finnie, a general partner of Crosslink Capital Partners, to serve as a
member of the Board of Directors of Adept upon the consummation of the common
stock financing.
Adept's press release announcing the execution of the financing
documents and the appointment of the new director is attached as an exhibit to
this Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release of Adept Technology, Inc. dated June 12, 2006.
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: June 11, 2006 By:/s/ Robert H. Bucher
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Robert H. Bucher
Chief Executive Officer