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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): May 13, 2007
ADEPT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
California 0-27122 94-2900635
(State or other (Commission (I.R.S. Employer
jurisdiction file number) Identification Number)
of 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))
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Item 1.01 Entry into a Material Definitive Agreement.
Crosslink Settlement Agreement
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On May 13, 2007, Adept Technology, Inc. (the "Company" or "Adept")
entered into a Settlement Agreement ("Settlement Agreement") with Crosslink
Ventures IV, L.P., Offshore Crosslink Omega Ventures IV (a Cayman Islands Unit
Trust), Crosslink Omega Ventures IV GmbH & Co. KG, Omega Bayview IV, L.L.C., and
Crosslink Crossover Fund IV, L.P. (collectively, "Crosslink"), effecting a
mutual waiver and release of claims between the parties.
As part of the Settlement Agreement, Crosslink waived and released all
claims that Crosslink has or may have against Adept, and Adept waived all claims
that it has or may have against Crosslink, arising out of or relating to the
Stock Purchase Agreement, dated as of June 9, 2006 (the "Stock Purchase
Agreement") between Adept and Crosslink, Crosslink's purchase of shares
thereunder, Adept's restatement of certain financial statements for fiscal
periods of 2006, and any other matters. Additionally, Crosslink agreed to the
termination of the survival of the representations and warranties and certain
covenants of the Stock Purchase Agreement, and the indemnification obligations
related thereto provided in the Stock Purchase Agreement and a covenant not to
sue Adept on the matters released by the Settlement Agreement.
Crosslink will continue to have rights to designate a director nominee
for election to the Board of Directors of Adept. Charles H. Finnie, a General
Partner of Crosslink, will continue to serve on Adept's Board of Directors.
Under the terms of the Settlement Agreement, in lieu of paying a cash
amount, Adept agreed to issue to Crosslink 225,000 shares of the Company's
common stock and entered into a Registration Rights Agreement granting Crosslink
certain registration rights with respect to such shares under the Securities Act
of 1933, as amended.
Item 3.02 Unregistered Sales of Equity Securities
Pursuant to the Settlement Agreement described above, on May 14, 2007,
Adept is issuing and aggregate of 225,000 shares of the Company's common stock
to the Crosslink Entities identified above in a transaction pursuant to an
exemption from registration under the Securities Act of 1933, as amended. All of
the entities receiving shares pursuant to the Settlement Agreement are
"accredited investors" as that term is defined in Rule 501(a) of Regulation D.
The issuance of the shares of common stock in connection with the
Settlement Agreement is 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.
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: May 14, 2007 By: /s/Steven L. Moore
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Steven L. Moore
Vice President of Finance
and Chief Financial Officer