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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): October 4, 2007
ADEPT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
California 0-27122 94-2900635
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) file number) Identification Number)
3011 Triad Drive 94551
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 5.02 Compensatory Arrangements of Certain Officers
Adoption of Fiscal 2008 Executive and Senior Management Payment Plan
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On October 4, 2007, the Board of Directors of Adept Technology, Inc.
("Adept" or the "Company") approved the adoption by the Company of the Executive
and Senior Management Payment Plan for fiscal year 2008 (the "Payment Plan" or
"Plan"). The Plan establishes the terms and targets of performance bonuses for
Adept's executive officers and certain other senior management employees of the
Company for the 2008 fiscal year. Under the Plan, executive performance bonuses
are based on revenue and operating profit of the Company during fiscal 2008, and
executive sales commissions are based upon applicable sales revenue. Non-sales
commission awards ultimately granted under the Plan would consist of shares of
restricted stock to be granted after completion of fiscal 2008 and issued under
the Adept 2005 Equity Incentive Plan (the "2005 Plan"), to vest in equal monthly
installments over a two year period. The Plan is not subject to the approval of
Adept stockholders. The Company's Board and the Compensation Committee reserves
the right to adjust or eliminate a bonus at any time or to grant bonuses to
executives on a discretionary basis.
The following table shows the minimum, target and maximum number of shares
of restricted stock that could be awarded to the following individuals pursuant
to the Plan for the performance period ending June 30, 2008:
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Name of Executive Minimum shares of Target shares of Maximum shares of
Restricted Stock Restricted Stock Restricted Stock
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Robert Bucher 0 32,000 45,714
Chief Executive Officer
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John Dulchinos 0 15,000 21,000
President and Chief Operating
Officer
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Lisa Cummins 0 12,750 17,850
Vice President of Finance and
Chief Financial Officer
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Gordon Deans 0 12,000 18,000
Vice President, Business
Development
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Mr. Joachim Melis, Adept's Vice President, Worldwide Sales, may receive
quarterly commissions in cash under the Plan based on Adept's audited
consolidated revenue for the fiscal year ended June 30, 2008. The Plan provides
for sliding scale commissions ranging from 0.10% to 0.80% of Adept's revenue,
with target commission for the fiscal year of approximately $112,000.
The Plan is attached as Exhibit 10.1 hereto and is incorporated herein by
this reference.
Amendment of Executive Compensation
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On October 4, 2007, the Board approved an increase to salary compensation
for the Company's fiscal 2008 effective for the first pay period following the
date of such approval, for Mr. Joachim Melis, and establishment of sales
commission bonus targets as discussed above. Additionally, by adoption of the
Plan disclosed above, the Company identified targets for each of its executive
officers, as discussed above. A summary of executive compensation for Mr. Melis,
as amended, is attached as Exhibit 10.2 hereto and is incorporated herein by
this reference.
Amendment of 2005 Equity Incentive Plan
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On October 4, 2007, the Board of Directors of Adept approved an amendment
to the 2005 Plan to increase the total number of authorized shares under the
2005 Plan by an additional 200,000 shares of Adept common stock and to include
consultants in the group eligible to participate in grants under the 2005 Plan,
subject to the approval of the stockholders of Adept. The proposed form of
amended 2005 Plan will be filed with Adept's proxy statement for its 2007 Annual
Meeting of Stockholders.
Amendment of Non-Employee Director Compensation
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On October 4, 2007, after review of relevant data regarding other
comparable companies, the Board of Directors of Adept approved an increase in
annual cash retainer paid to the director serving as Chairman of the Audit
Committee of Adept to an aggregate of $12,500. Other annual compensation for
non-employee directors was not revised.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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10.1 Fiscal 2008 Executive Payment Plan
10.2 Summary of Executive Officer Compensation for Joachim Melis
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: October 10, 2007 By: /s/ Lisa M. Cummins
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Lisa M. Cummins
Vice President of Finance and Chief
Financial Officer
Index to Exhibits
Exhibit No. Description
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10.1 Fiscal 2008 Executive Payment Plan
10.2 Summary of Executive Officer Compensation for Joachim Melis