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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 jurisdiction (Commission file number) (I.R.S. Employer
of incorporation) Identification Number)
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.
This Form 8-K/A amends the Form 8-K filed on June 12, 2006
disclosing that 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 (the transactions
contemplated by the Purchase Agreement are referred to as the "Financing").
Crosslink Capital Partners ("Crosslink") entities are the investors in the
Financing.
On June 22, the Financing, as contemplated by the Purchase Agreement,
closed.
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. In connection with the Financing, the Company 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, certain
inspection rights of Company information, indemnification for breaches of
representations and warranties and 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 within 120 days after
the closing of the Financing 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 laws.
The press release announcing the closing of the financing contemplated
by the Purchase Agreement and copies of the purchase agreement and registration
rights agreement entered into by Adept are attached as exhibits to this Current
Report on Form 8-K.
Item 3.02 Sales of Unregistered Securities and
Item 7.01 Regulation FD Disclosure.
On June 22, 2006, in connection with the Financing discussed above,
Adept issued 731, 251 shares of its common stock in a transaction pursuant to an
exemption from registration under the Securities Act of 1933, as amended, and in
reliance on Regulation D promulgated under the Securities Act. All of the shares
issued in the Financing were issued to entities related to Crosslink Partners.
Gross proceeds from the issuance of the Shares were $10,000,000, and there were
no discounts or commissions deducted. Proceeds were received by Adept in
connection with the issuance will be used for general corporate purposes as
permitted pursuant to the Purchase Agreement.
The issuance of the shares of Common Stock in connection with the
financing was not registered under the Securities Act of 1933, as amended, in
reliance on the exemption set forth pursuant to Section 4(2) of the Securities
Act and the safe harbor provided pursuant to Regulation D promulgated
thereunder.
Item 5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers.
As previously disclosed in the Current Report on Form 8-K that this
Form 8-K/A amends, Mr. Charles Finnie, a partner of Crosslink Capital Partners,
joined the Board of Directors of Adept upon the closing of the Financing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Common Stock Purchase Agreement, dated as of June 9, 2006 by and among
Adept Technology, Inc. and the Investors named therein.
10.2 Registration Rights Agreement, dated as of June 9, 2006 by and among
Adept Technology, Inc. and the Investors named therein.
99.1 Press Release of Adept Technology, Inc. dated June 22, 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 22, 2006 By: /s/ Steven L. Moore
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Steven L. Moore