sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)(1)
Adaptec, Inc.
-------------
(Name of Issuer)
Common Stock, $0.001 Par Value
------------------------------
(Title of Class of Securities)
00651F108
---------
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 25, 2007
-------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 36 Pages)
--------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 2 of 36 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS II, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 16,380,000
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
16,380,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
16,380,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 3 of 36 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 16,380,000
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
16,380,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
16,380,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 4 of 36 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WARREN G. LICHTENSTEIN
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 16,380,000
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
16,380,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
16,380,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 5 of 36 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JACK L. HOWARD
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 6 of 36 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN J. QUICKE
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 7 of 36 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN MUTCH
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 8 of 36 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HOWARD M. LEITNER
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 9 of 36 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ANTHONY BERGAMO
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 10 of 36 Pages
---------------------- ----------------------
The following constitutes Amendment No. 2 ("Amendment No. 2") to the
Schedule 13D filed by the undersigned. This Amendment No. 2 amends the Schedule
13D as specifically set forth.
Item 2 is hereby amended and restated to read as follows:
Item 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Steel Partners II, L.P., a Delaware
limited partnership ("Steel Partners II"), Steel Partners, L.L.C., a Delaware
limited liability company ("Partners LLC"), Warren G. Lichtenstein, Jack L.
Howard, John J. Quicke, John Mutch, Howard M. Leitner and Anthony Bergamo. Each
of the foregoing is referred to as a "Reporting Person" and collectively as the
"Reporting Persons." Each of the Reporting Persons is party to that certain
Joint Filing and Solicitation Agreement as further described in Item 6.
Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
Partners LLC is the general partner of Steel Partners II. The sole
executive officer and managing member of Partners LLC is Warren G. Lichtenstein,
who is Chairman of the Board, Chief Executive Officer and Secretary. By virtue
of his positions with Partners LLC and Steel Partners II, Mr. Lichtenstein has
the power to vote and dispose of the Issuer's Shares owned by Steel Partners II.
(b) The principal business address of Steel Partners II, Partners
LLC and Mr. Lichtenstein is 590 Madison Avenue, 32nd Floor, New York, New York
10022.
The principal business address of Messrs. Howard and Quicke is
c/o Steel Partners II L.P., 590 Madison Avenue, 32nd Floor, New York, New York
10022.
The principal business address of Mr. Mutch is c/o MV
Advisors, LLC, 420 Stevens Ave., Ste 270, Solana Beach, CA 92075.
The principal business address of Mr. Leitner is 78355 Griffin
Drive, Palm Desert, California 92211.
The principal business address of Mr. Bergamo is c/o MB Real
Estate, 335 Madison Avenue, 14th Floor, New York, New York 10017.
(c) The principal business of Steel Partners II is investing in
securities. The principal business of Partners LLC is acting as the general
partner of Steel Partners II. The principal occupation of Mr. Lichtenstein is
investing in the securities of small cap companies.
The principal occupation of Mr. Howard is serving as Vice
Chairman of Steel Partners Ltd. ("SPL"), a management and advisory company that
provides management services to Steel Partners II and its affiliates.
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 11 of 36 Pages
---------------------- ----------------------
The principal occupation of Mr. Quicke is serving as an
Operating Partner of SPL.
The principal occupation of Mr. Mutch is serving as managing
partner of MV Advisors LLC.
The principal occupation of Mr. Bergamo is serving as Managing
Director of the Milstein Hotel Group, a hotel operator.
Mr. Leitner is presently retired from active employment.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Messers. Lichtenstein, Howard, Quicke, Mutch, Bergamo and
Leitner are citizens of the United States of America.
Item 3 is hereby amended and restated to read as follows:
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price of the 16,380,000 Shares owned by Steel
Partners II is $57,103,675, including brokerage commissions. The Shares owned by
Steel Partners II were acquired with partnership funds.
Item 4 is hereby amended to add the following:
On June 25, 2007 Steel Partners II delivered a letter to the Issuer
nominating Jack L. Howard, John J. Quicke, John Mutch, Howard M. Leitner and
Anthony Bergamo (collectively, the "Nominees"), as set forth therein, for
election to the Issuer's Board of Directors at the Issuer's 2007 annual meeting
of stockholders, or any other meeting of stockholders held in lieu thereof, and
any adjournments, postponements, reschedulings or continuations thereof (the
"Annual Meeting"). A copy of the letter is attached hereto as Exhibit 4 and is
incorporated herein by reference.
Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person
named herein is based upon 118,967,080 Shares outstanding, which is the total
number of Shares outstanding as reported in the Issuer's annual report on Form
10-K for the fiscal year ended March 31, 2006 filed with the Securities and
Exchange Commission on June 6, 2007.
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 12 of 36 Pages
---------------------- ----------------------
As of the close of business on June 22, 2007, Steel Partners II
beneficially owned 16,380,000 Shares, constituting approximately 13.8% of the
Shares outstanding. As the general partner of Steel Partners II, Partners LLC
may be deemed to beneficially own the 16,380,000 Shares owned by Steel Partners
II, constituting approximately 13.8% of the Shares outstanding. As the sole
executive officer and managing member of Partners LLC, which in turn is the
general partner of Steel Partners II, Mr. Lichtenstein may be deemed to
beneficially own the 16,380,000 Shares owned by Steel Partners II, constituting
approximately 13.8% of the Shares outstanding. Mr. Lichtenstein has sole voting
and dispositive power with respect to the 16,380,000 Shares owned by Steel
Partners II by virtue of his authority to vote and dispose of such Shares.
Item 5(c) is hereby amended and restated to read as follows:
(c) Schedule A annexed hereto lists all transactions in the Shares
since the filing of Amendment No. 1 to the Schedule 13D by the Reporting
Persons. All of such transactions were effected in the open market.
Item 6 is hereby amended to add the following:
On June 25, 2007, the Reporting Persons entered into a Joint Filing
and Solicitation Agreement in which, among other things, (a) the parties agreed
to the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Issuer, (b) the parties agreed to solicit
proxies or written consents for the election of the Nominees, or any other
person(s) nominated by Steel Partners II, to the Issuer's Board of Directors at
the Annual Meeting (the "Solicitation"), and (c) Steel Partners II agreed to
bear all expenses incurred in connection with the Reporting Persons' activities,
including approved expenses incurred by any of the parties in connection with
the Solicitation, subject to certain limitations. A copy of the Joint Filing and
Solicitation Agreement is attached hereto as Exhibit 5 and is incorporated
herein by reference.
Pursuant to letter agreements, Steel Partners II has agreed to
indemnify each of Messrs. Howard, Quicke, Mutch, Leitner and Bergamo against
claims arising from the solicitation of proxies from the Issuer's stockholders
in connection with the Annual Meeting. The form of indemnification letter
agreement is attached hereto as Exhibit 6 and is incorporated herein by
reference.
Item 7 is hereby amended to add the following exhibits:
4. Letter from Steel Partners II, L.P. to Adaptec Inc., dated June
25, 2007 nominating directors.
5. Joint Filing and Solicitation Agreement by and among Steel
Partners II, L.P., Steel Partners, L.L.C., Warren G.
Lichtenstein, Jack L. Howard, John J. Quicke, John Mutch, Howard
M. Leitner and Anthony Bergamo, dated June 25, 2007.
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 13 of 36 Pages
---------------------- ----------------------
6. Form of Indemnification Letter Agreement.
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 14 of 36 Pages
---------------------- ----------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 25, 2007 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Lauren Isenman
----------------------------------------
Lauren Isenman
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Lauren Isenman
-----------------------------------------------
Lauren Isenman
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member
/s/ Lauren Isenman
---------------------------------------------------
LAUREN ISENMAN
As Attorney-In-Fact for Warren G.
Lichtenstein
/s/ Jack L. Howard
-----------------------------------
JACK L. HOWARD
/s/ John J. Quicke
-----------------------------------
JOHN J. QUICKE
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 15 of 36 Pages
---------------------- ----------------------
/s/ John Mutch
-----------------------------------
JOHN MUTCH
/s/ Howard M. Leitner
-----------------------------------
HOWARD M. LEITNER
/s/ Anthony Bergamo
-----------------------------------
ANTHONY BERGAMO
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 16 of 36 Pages
---------------------- ----------------------
SCHEDULE A
TRANSACTIONS I7N THE SHARES SINCE THE FILING OF AMENDMENT NO. 1 TO THE SCHEDULE 13D
Shares of Common Stock Price Per Date of
Purchased Share($) Purchase
--------- -------- --------
STEEL PARTNERS II, L.P.
-----------------------
462,489 4.0588 05/31/07
164,104 4.0700 06/01/07
372,355 4.0730 06/04/07
STEEL PARTNERS, L.L.C.
----------------------
None
WARREN G. LICHTENSTEIN
----------------------
None
JACK L. HOWARD
--------------
None
JOHN J. QUICKE
--------------
None
JOHN MUTCH
----------
None
HOWARD M. LEITNER
-----------------
None
ANTHONY BERGAMO
---------------
None
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 17 of 36 Pages
---------------------- ----------------------
EXHIBIT INDEX
Exhibit Page
------- ----
1. Joint Filing Agreement by and among Steel Partners II, --
L.P., Steel Partners, L.L.C. and Warren G. Lichtenstein,
dated March 9, 2007 (previously filed).
2. Powers of Attorney (previously filed). --
3. Press Release, including text of letter to Board of --
Directors of Adaptec, Inc., dated May 30, 2007 (previously
filed).
4. Letter from Steel Partners II, L.P. to Adaptec, Inc., dated 18 to 31
June 25,2007, nominating directors.
5. Joint Filing and Solicitation Agreement by and among Steel 32 to 34
Partners II, L.P., Steel Partners, L.L.C., Warren G.
Lichtenstein, Jack L. Howard, John J. Quicke, John Mutch,
Howard M. Leitner and Anthony Bergamo, dated June 25, 2007.
6. Form of Indemnification Letter Agreement. 35 to 36
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 18 of 36 Pages
---------------------- ----------------------
STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
June 25, 2007
VIA FACSIMILE AND FEDERAL EXPRESS
Adaptec, Inc.
691 S. Milpitas Blvd.
Milpitas, California 95035
Attention: Corporate Secretary
Re: NOTICE OF INTENTION TO NOMINATE INDIVIDUALS FOR ELECTION AS
DIRECTORS AT THE 2007 ANNUAL MEETING OF STOCKHOLDERS OF ADAPTEC INC.
Dear Sir:
This letter shall serve to satisfy the advance notice requirements of
Article I, Section 1.12 of the Amended and Restated Bylaws (the "Bylaws") of
Adaptec, Inc. ("Adaptec") as to the nomination by Steel Partners II, L.P., a
Delaware limited partnership ("Steel Partners II"), of five (5) nominees for
election to the Board of Directors of Adaptec (the "Adaptec Board") at the 2007
annual meeting of stockholders of Adaptec, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting").
This letter and the Exhibits attached hereto are collectively referred to
as the "Notice." Steel Partners II is the beneficial owner of 16,380,000 shares
of common stock, $.001 par value per share (the "Common Stock"), of Adaptec,
1,000 shares of which are held of record by Steel Partners II. Through this
Notice, Steel Partners II hereby nominates and notifies you of its intent to
nominate Jack L. Howard, John J. Quicke, John Mutch, Howard M. Leitner and
Anthony Bergamo as nominees (the "Nominees") to be elected to the Adaptec Board
at the Annual Meeting. Steel Partners II believes that the terms of the eight
(8) directors currently serving on the Adaptec Board expire at the Annual
Meeting. To the extent there are in excess of eight (8) vacancies on the Adaptec
Board to be filled by election at the Annual Meeting or Adaptec increases the
size of the Adaptec Board above its existing size, Steel Partners II reserves
the right to nominate additional nominees to be elected to the Adaptec Board at
the Annual Meeting. Additional nominations made pursuant to the preceding
sentence are without prejudice to the position of Steel Partners II that any
attempt to increase the size of the current Adaptec Board or to classify the
Adaptec Board constitutes an unlawful manipulation of Adaptec's corporate
machinery. If this Notice shall be deemed for any reason by a court of competent
jurisdiction to be ineffective with respect to the nomination of any of the
Nominees at the Annual Meeting, or if any individual Nominee shall be unable to
serve for any reason, this Notice shall continue to be effective with respect to
the remaining Nominee(s) and as to any replacement Nominee(s) selected by Steel
Partners II.
The information concerning Steel Partners II and the Nominees required by
Article I, Section 1.12 of the Bylaws is set forth below:
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 19 of 36 Pages
---------------------- ----------------------
(i) Name and address of the stockholder giving the notice, as they
appear on Adaptec's books:
Name Address
---- -------
STEEL PARTNERS II LP 590 Madison Avenue
New York, New York 10022
(ii) CLASS AND NUMBER OF SHARES OF ADAPTEC WHICH ARE BENEFICIALLY OWNED
AND HELD OF RECORD BY THE STOCKHOLDER GIVING THE NOTICE:
Name Class Number and Type of
---- ----- Ownership
---------
Steel Partners Common Stock, $.001 Steel Partners II, L.P.
II, L.P. par value per beneficially owns
share 16,380,000 shares of
Common Stock.
Steel Partners Common Stock, $.001 Steel Partners II, L.P. is
II, L.P. par value per the holder of record of
share 1,000 shares of Common
Stock.
(iii) ALL INFORMATION RELATING TO EACH OF THE NOMINEES THAT IS REQUIRED TO
BE DISCLOSED IN SOLICITATIONS OF PROXIES FOR ELECTION OF DIRECTORS,
OR IS OTHERWISE REQUIRED, IN EACH CASE PURSUANT TO REGULATION 14A
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, INCLUDING
SUCH NOMINEE'S WRITTEN CONSENT TO BEING NAMED IN THE PROXY STATEMENT
AS A NOMINEE AND TO SERVING AS A DIRECTOR IF ELECTED:
JACK L. HOWARD (AGE 45) has served as Vice Chairman of Steel
Partners, Ltd. ("SPL"), a management and advisory company that
provides management services to Steel Partners II and its
affiliates, since December 2003. He has been a registered principal
of Mutual Securities, Inc., a registered broker-dealer, since 1989.
He has served as a director of WHX Corporation ("WHX"), a holding
company, since July 2005. Mr. Howard has served as Chairman of the
Board of WebFinancial Corporation ("WebFinancial"), a consumer and
commercial lender, since June 2005, as a director of WebFinancial
since 1996, and as its Vice President since 1997. From 1997 to May
2000, he also served as Secretary, Treasurer and Chief Financial
Officer of WebFinancial. He has been a director of CoSine
Communications, Inc., a global telecommunications equipment
supplier, since July 2005. He has been a director of BNS Holding,
Inc., a holding company that owns the majority of Collins
Industries, Inc., a manufacturer of school buses, ambulances and
terminal trucks, since June 2004. Mr. Howard presently serves as a
director of NOVT Corporation ("NOVT"), a former developer of
advanced medical treatments for coronary and vascular disease. The
business address of Mr. Howard is c/o Steel Partners II, L.P., 590
Madison Avenue, 32nd Floor, New York, New York 10022. Mr. Howard
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 20 of 36 Pages
---------------------- ----------------------
does not beneficially own, and has not purchased or sold during the
past two years, any securities of Adaptec.
JOHN J. QUICKE (AGE 57) has served as an Operating Partner of SPL
since September 2005. Mr. Quicke has served as Chairman of the Board
of NOVT since April 2006 and served as President and Chief Executive
Officer of NOVT from April 2006 to November 2006. He has served as a
director of WHX since July 2005, as a Vice President since October
2005 and as President and Chief Executive Officer of its Bairnco
Corporation subsidiary since April 2007. Mr. Quicke currently serves
as a director of Angelica Corporation, a leading provider of
healthcare linen management services. He served as a director,
President and Chief Operating Officer of Sequa Corporation
("Sequa"), a diversified industrial company, from 1993 to March
2004, and Vice Chairman and Executive Officer of Sequa from March
2004 to March 2005. As Vice Chairman and Executive Officer of Sequa,
Mr. Quicke was responsible for the Automotive, Metal Coating,
Specialty Chemicals, Industrial Machinery and Other Product
operating segments of the company. From March 2005 to August 2005,
Mr. Quicke occasionally served as a consultant to Steel Partners II
and explored other business opportunities. The business address of
Mr. Quicke is c/o Steel Partners II, L.P., 590 Madison Avenue, 32nd
Floor, New York, New York 10022. Mr. Quicke does not beneficially
own, and has not purchased or sold during the past two years, any
securities of Adaptec.
JOHN MUTCH (AGE 50) is the founder and a managing partner of MV
Advisors, LLC. In March 2003, Mr. Mutch was appointed to the Board
of Directors of Peregrine Systems (NASD:PRGN.PK) ("Peregrine"), a
global enterprise software provider, to assist Peregrine and its
management in development of a plan of reorganization, which
ultimately led to Peregrine's emergence from bankruptcy. From August
2003 to December 2005, Mr. Mutch served as President and Chief
Executive Officer of Peregrine, during which time he restructured
and stabilized its business operations and led Peregrine through its
acquisition by Hewlett-Packard. From December 1999 through August
2002, Mr. Mutch was the chief executive officer of HNC Software,
Inc. (NASD:HNCS) ("HNC"), an enterprise analytics software provider.
He also served as president of HNC from May 2001 through August
2002. Mr. Mutch joined HNC in 1997, and from 1997 to 1999 served in
various other senior executive positions, including vice president,
marketing and president of HNC Insurance Solutions. In 1994, Mr.
Mutch founded MVenture Holdings, Inc., a private equity fund that
invests in public and private technology companies, which became
Mventure Holdings LLC in 2002. From December 1986 to June 1994, Mr.
Mutch held a variety of executive sales and marketing positions with
Microsoft Corporation, including director of organization marketing.
Mr. Mutch is currently a director of Phoenix Technologies Ltd., a
manufacturer and provider of core systems software applications and
platforms. Mr. Mutch served on the Board of Directors of Brio
Software (NASD:BRIO), a developer of software products, from 2002 to
2003. Mr. Mutch holds a B.S. from Cornell University and an M.B.A.
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 21 of 36 Pages
---------------------- ----------------------
from the University of Chicago. The principal business address of
Mr. Mutch is c/o MV Advisors, LLC, 420 Stevens Avenue, Suite 270,
Solana Beach, CA 92075. Mr. Mutch does not beneficially own, and has
not purchased or sold during the past two years, any securities of
Adaptec.
HOWARD M. LEITNER (AGE 66) served as Senior Vice President, Finance
of Sequa from November 1999 to January 2006. From 1980 to 1999, he
served in various capacities including President and Chief Financial
Officer of Chock Full O' Nuts Corporation, a marketer of coffee.
From 1977 to 1980, Mr. Leitner was a Senior Audit Manager with the
accounting firm of Ernst & Young. From 1963 to 1977, he was an
accountant with SD Leidesdorf & Co., an accounting firm that was
acquired by Ernst & Young. Mr. Leitner is presently retired from
active employment. His principal address is 78335 Griffin Drive,
Palm Desert, California 92211. Mr. Leitner does not beneficially
own, and has not purchased or sold during the past two years, any
securities of Adaptec.
ANTHONY BERGAMO (AGE 60) has served in a variety of capacities with
Milstein Hotel Group, a hotel operator, since April 1996, most
recently as Managing Director. He has also served as the Chief
Executive Officer of Niagara Falls Redevelopment, Ltd., a real
estate development company, since August 1998. He has held various
positions with MB Real Estate, a property management company based
in New York City and Chicago, since April 1996, including the
position of Vice Chairman since May 2003. Mr. Bergamo served as a
director from 2002 to 2006 for of Lone Star Steakhouse & Saloon,
Inc., an owner and operator of restaurants, where he served as the
Chair of the Audit Committee. He has also been a director since
1995, a Trustee since 1986 and currently is Chairman of the Audit
Committee, and a member of the Executive and Nominating Committees
of Dime Community Bancorp. Mr. Bergamo is also the Founder and
Chairman of the Federal Law Enforcement Foundation, a foundation
that provides economic assistance to both federal and local law
enforcement officers suffering from serious illness and to
communities recovering from natural disasters, and has served as its
Chairman since 1988. The business address of Mr. Bergamo is c/o MB
Real Estate, 335 Madison Avenue, 14th Floor, New York, New York
10017. Mr. Bergamo does not beneficially own, and has not purchased
or sold during the past two years, any securities of Adaptec.
On June 25, 2007, Steel Partners II, Steel Partners, L.L.C., Warren
G. Lichtenstein, Jack L. Howard, John J. Quicke, John Mutch, Howard
M. Leitner and Anthony Bergamo (collectively, the "Group") entered
into a Joint Filing and Solicitation Agreement in which, among other
things, (i) the parties agreed to the joint filing on behalf of each
of them of statements on Schedule 13D with respect to the securities
of Adaptec, (ii) the parties agreed to solicit written consents or
proxies to elect the Nominees or any other person designated by the
Group as directors of Adaptec and to take all other action necessary
or advisable to achieve the foregoing (the "Solicitation") and (iii)
Steel Partners II agreed to bear all expenses incurred in connection
with the Group's activities,
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 22 of 36 Pages
---------------------- ----------------------
including approved expenses incurred by any of the parties in
connection with the Solicitation, subject to certain limitations.
Steel Partners II has executed or intends to execute letter
agreements pursuant to which Steel Partners II agrees to indemnify
the Nominees against claims arising from the Solicitation and any
related transactions.
Each of the Nominees has consented to be named as a nominee in any
proxy statement filed by Steel Partners II in connection with the
solicitation of proxies for the election of the Nominees to the
Adaptec Board and to serve as a director of Adaptec, if so elected.
Such consents are attached hereto as EXHIBIT B.
Except as set forth in this Notice (including the Exhibits attached
hereto), (i) during the past 10 years, no Nominee has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) no Nominee directly or indirectly beneficially
owns any securities of Adaptec; (iii) no Nominee owns any securities
of Adaptec which are owned of record but not beneficially; (iv) no
Nominee has purchased or sold any securities of Adaptec during the
past two years; (v) no part of the purchase price or market value of
the securities of Adaptec owned by any Nominee is represented by
funds borrowed or otherwise obtained for the purpose of acquiring or
holding such securities; (vi) no Nominee is, or within the past year
was, a party to any contract, arrangements or understandings with
any person with respect to any securities of Adaptec, including, but
not limited to, joint ventures, loan or option arrangements, puts or
calls, guarantees against loss or guarantees of profit, division of
losses or profits, or the giving or withholding of proxies; (vii) no
associate of any Nominee owns beneficially, directly or indirectly,
any securities of Adaptec; (viii) no Nominee owns beneficially,
directly or indirectly, any securities of any parent or subsidiary
of Adaptec; (ix) no Nominee or any of his associates was a party to
any transaction, or series of similar transactions, since the
beginning of Adaptec's last fiscal year, or is a party to any
currently proposed transaction, or series of similar transactions,
to which Adaptec or any of its subsidiaries was or is to be a party,
in which the amount involved exceeds $120,000; and (x) no Nominee or
any of his associates has any arrangement or understanding with any
person with respect to any future employment by Adaptec or its
affiliates, or with respect to any future transactions to which
Adaptec or any of its affiliates will or may be a party.
Other than as stated herein, there are no arrangements or
understandings between Steel Partners II and each Nominee or any
other person or persons pursuant to which the nominations described
herein are to be made. Reference is made to the Schedule 13D
relating to the securities of Adaptec, as amended, filed and to be
filed with the Securities and Exchange Commission by Steel Partners
II and certain members of the Group, as the case may be, for
additional information regarding Steel Partners II and the members
of the Group.
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 23 of 36 Pages
---------------------- ----------------------
A representative of Steel Partners II intends to appear in person at
the Annual Meeting to nominate the persons specified in this Notice
for election to the Adaptec Board.
Please address any correspondence to Steel Partners II, L.P., Attention:
Warren Lichtenstein, telephone (212) 520-2300, facsimile (212) 520-2301 (with a
copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue
Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky,
Esq., telephone (212) 451-2333, facsimile (212) 451-2222). The giving of this
Notice is not an admission that any procedures for notice concerning the
nomination of directors to the Adaptec Board are legal, valid or binding, and
Steel Partners II reserves the right to challenge their validity.
Very truly yours,
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
General Partner
By: /s/ Warren G. Lichtenstein
-----------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 24 of 36 Pages
---------------------- ----------------------
EXHIBIT A
TRANSACTIONS IN SECURITIES OF ADAPTEC
DURING THE PAST TWO YEARS
Class Quantity Price Per Date of
of Security Purchased Share ($) Purchase
----------- --------- --------- --------
Steel Partners II, L.P.
--------------------------------------------------------------------------------
Common Stock 450,900 3.6292 02/09/07
Common Stock 132,308 3.6532 02/12/07
Common Stock 627,460 3.6872 02/13/07
Common Stock 428,000 3.6849 02/14/07
Common Stock 200,000 3.6788 02/14/07
Common Stock 660,700 3.6825 02/15/07
Common Stock 108,300 3.6641 02/16/07
Common Stock 700,743 3.6828 02/20/07
Common Stock 17,500 3.6700 02/20/07
Common Stock 812,080 3.6989 02/21/07
Common Stock 143,000 3.7200 02/22/07
Common Stock 259,574 3.7711 02/26/07
Common Stock 821,338 3.7065 02/27/07
Common Stock 760,121 3.6580 02/28/07
Common Stock 3,527,762 3.6393 03/01/07
Common Stock 1,600,000 3.6281 03/02/07
Common Stock 122,400 3.4700 03/05/07
Common Stock 47,700 3.5472 03/06/07
Common Stock 385,800 3.6316 03/07/07
Common Stock 554,501 3.6918 03/08/07
Common Stock 357,400 3.6977 03/09/07
Common Stock 574,928 3.7110 05/22/07
Common Stock 317,876 3.7912 05/23/07
Common Stock 55,528 3.7500 05/24/07
Common Stock 974,148 3.8198 05/25/07
Common Stock 366,130 3.8776 05/29/07
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 25 of 36 Pages
---------------------- ----------------------
Class Quantity Price Per Date of
of Security Purchased Share ($) Purchase
----------- --------- --------- --------
Common Stock 374,855 4.0306 05/30/07
Common Stock 462,489 4.0588 05/31/07
Common Stock 164,104 4.0700 06/01/07
Common Stock 372,355 4.0730 06/04/07
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 26 of 36 Pages
---------------------- ----------------------
EXHIBIT B
NOMINEE CONSENTS
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 27 of 36 Pages
---------------------- ----------------------
JACK L. HOWARD
c/o Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
June 25, 2007
Adaptec, Inc.
691 S. Milpitas Blvd.
Milpitas, California 95035
Attention: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Steel Partners II, L.P. ("Steel") of its
intention to nominate the undersigned as a director of Adaptec, Inc. ("Adaptec")
at the 2007 annual meeting of stockholders, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in
any proxy statement filed by Steel in connection with the solicitation of
proxies or written consents for election of the undersigned at the Annual
Meeting, and (iii) serving as a director of Adaptec if elected at the Annual
Meeting.
Very truly yours,
/s/ Jack L. Howard
Jack L. Howard
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 28 of 36 Pages
---------------------- ----------------------
JOHN J. QUICKE
c/o Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
June 25, 2007
Adaptec, Inc.
691 S. Milpitas Blvd.
Milpitas, California 95035
Attention: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Steel Partners II, L.P. ("Steel") of its
intention to nominate the undersigned as a director of Adaptec, Inc. ("Adaptec")
at the 2007 annual meeting of stockholders, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in
any proxy statement filed by Steel in connection with the solicitation of
proxies or written consents for election of the undersigned at the Annual
Meeting, and (iii) serving as a director of Adaptec if elected at the Annual
Meeting.
Very truly yours,
/s/ John J. Quicke
John J. Quicke
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 29 of 36 Pages
---------------------- ----------------------
JOHN MUTCH
c/o MV Advisors, LLC
420 Stevens Ave., Ste 270
Solana Beach, CA 92075
June 25, 2007
Adaptec, Inc.
691 S. Milpitas Blvd.
Milpitas, California 95035
Attention: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Steel Partners II, L.P. ("Steel") of its
intention to nominate the undersigned as a director of Adaptec, Inc. ("Adaptec")
at the 2007 annual meeting of stockholders, or any other meeting of shareholders
held in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in
any proxy statement filed by Steel in connection with the solicitation of
proxies or written consents for election of the undersigned at the Annual
Meeting, and (iii) serving as a director of Adaptec if elected at the Annual
Meeting.
Very truly yours,
/s/ John Mutch
John Mutch
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 30 of 36 Pages
---------------------- ----------------------
HOWARD M. LEITNER
316 Cliffside Drive
Torrington, CT 06790
June 25, 2007
Adaptec, Inc.
691 S. Milpitas Blvd.
Milpitas, California 95035
Attention: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Steel Partners II, L.P. ("Steel") of its
intention to nominate the undersigned as a director of Adaptec, Inc. ("Adaptec")
at the 2007 annual meeting of stockholders, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in
any proxy statement filed by Steel in connection with the solicitation of
proxies or written consents for election of the undersigned at the Annual
Meeting, and (iii) serving as a director of Adaptec if elected at the Annual
Meeting.
Very truly yours,
/s/ Howard M. Leitner
Howard M. Leitner
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 31 of 36 Pages
---------------------- ----------------------
ANTHONY BERGAMO
c/o MB Real Estate
335 Madison Avenue, 14th Floor
New York, New York 10017
June 25, 2007
Adaptec, Inc.
691 S. Milpitas Blvd.
Milpitas, California 95035
Attention: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Steel Partners II, L.P. ("Steel") of its
intention to nominate the undersigned as a director of Adaptec, Inc. ("Adaptec")
at the 2007 annual meeting of stockholders, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in
any proxy statement filed by Steel in connection with the solicitation of
proxies or written consents for election of the undersigned at the Annual
Meeting, and (iii) serving as a director of Adaptec if elected at the Annual
Meeting.
Very truly yours,
/s/ Anthony Bergamo
Anthony Bergamo
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 32 of 36 Pages
---------------------- ----------------------
JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, certain of the undersigned are stockholders, direct or
beneficial, of Adaptec, Inc. a Delaware corporation ("Adaptec");
WHEREAS, Steel Partners II, L.P., a Delaware limited partnership
("Steel"), Steel Partners, L.L.C., a Delaware limited liability company, Warren
G. Lichtenstein, Jack L. Howard, John J. Quicke, John Mutch, Howard M. Leitner
and Anthony Bergamo wish to form a group for the purpose of soliciting written
consents or proxies to elect Jack L. Howard, John J. Quicke, John Mutch, Howard
M. Leitner and Anthony Bergamo, or any other person designated by the
undersigned, as directors of Adaptec and taking all other action necessary or
advisable to achieve the foregoing.
NOW, IT IS AGREED, this 25th day of June 2007 by the parties hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, each of the undersigned (collectively, the
"Group") agrees to the joint filing on behalf of each of them of statements on
Schedule 13D with respect to the securities of Adaptec. Each member of the Group
shall be responsible for the accuracy and completeness of his/its own disclosure
therein, and is not responsible for the accuracy and completeness of the
information concerning the other members, unless such member knows or has reason
to know that such information is inaccurate.
2. So long as this agreement is in effect, each of the undersigned
shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP
("Olshan") of (i) any of their purchases or sales of securities of Adaptec; or
(ii) any securities of Adaptec over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each such
transaction.
3. Each of the undersigned agrees to solicit written consents or
proxies to elect Jack L. Howard, John J. Quicke, John Mutch, Howard M. Leitner
and Anthony Bergamo or any other person designated by the Group as directors of
Adaptec and to take all other action necessary or advisable to achieve the
foregoing (the "Solicitation").
4. Steel agrees to bear all expenses incurred in connection with the
Group's activities, including expenses incurred by any of the parties in the
Solicitation. Notwithstanding the foregoing, Steel shall not be required to
reimburse any party for (i) out-of-pocket expenses incurred by a party in the
aggregate in excess of $250 without Steel's prior written approval; (ii) the
value of the time of any party; (iii) legal fees incurred without Steel's prior
written approval; or (iv) the costs of any counsel, other than Olshan, employed
in connection with any pending or threatened litigation without Steel's prior
written approval.
5. The relationship of the parties hereto shall be limited to
carrying on the business of the Group in accordance with the terms of this
Agreement. Such relationship shall be construed and deemed to be for the sole
and limited purpose of carrying on such business as described herein. Nothing
herein shall be construed to authorize any party to act as an agent for any
other party, or to create a joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any party's right to purchase or
sell securities of Adaptec, as he/it deems appropriate, in his/its sole
discretion, provided that all such sales are made in compliance with all
applicable securities laws.
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 33 of 36 Pages
---------------------- ----------------------
6. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which, taken together, shall constitute
one and the same instrument, which may be sufficiently evidenced by one
counterpart.
7. In the event of any dispute arising out of the provisions of this
Agreement, the parties hereto consent and submit to the exclusive jurisdiction
of the Federal and State Courts in the State of New York.
8. Any party hereto may terminate his obligations under this
Agreement at any time on 24 hours' written notice to all other parties, with a
copy by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.
9. Each party acknowledges that Olshan shall act as counsel for both
the Group and Steel.
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 34 of 36 Pages
---------------------- ----------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
/s/ Warren G. Lichtenstein
----------------------------------
WARREN G. LICHTENSTEIN
/s/ Jack L. Howard
----------------------------------
JACK L. HOWARD
/s/ John J. Quicke
----------------------------------
JOHN J. QUICKE
/s/ John Mutch
----------------------------------
JOHN MUTCH
/s/ Howard M. Leitner
----------------------------------
HOWARD M. LEITNER
/s/ Anthony Bergamo
----------------------------------
ANTHONY BERGAMO
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 35 of 36 Pages
---------------------- ----------------------
STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
June __, 2007
______________________
______________________
______________________
Re: Adaptec, Inc.
Dear ________:
Thank you for agreeing to serve as a nominee for election to the Board of
Directors of Adaptec, Inc. ("Adaptec") in connection with the proxy solicitation
that Steel Partners II, L.P. ("Steel") and its affiliates are considering
undertaking to nominate and elect directors at Adaptec's 2007 annual meeting of
stockholders, or any other meeting of stockholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the "Steel
Solicitation"). Your outstanding qualifications, we believe, will prove a
valuable asset to Adaptec and all of its stockholders. This letter will set
forth the terms of our agreement.
Steel agrees to indemnify and hold you harmless against any and all claims
of any nature, whenever brought, arising from the Steel Solicitation and any
related transactions, irrespective of the outcome; PROVIDED, however, that you
will not be entitled to indemnification for claims arising from your own
criminal actions, fraud, bad faith or willful misconduct; PROVIDED further, that
this indemnification agreement and all of Steel's obligations hereunder shall
terminate upon your becoming a director of Adaptec. This indemnification will
include any and all (each, a "Loss") losses, liabilities, damages, demands,
claims, suits, actions, judgments, or causes of action, assessments, costs and
expenses, including, without limitation, interest, penalties, reasonable
attorneys' fees, and any and all reasonable costs and expenses incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, any civil, criminal, administrative or arbitration action, or any
claim whatsoever, and any and all amounts paid in settlement of any claim or
litigation asserted against, resulting, imposed upon, or incurred or suffered by
you, directly or indirectly, as a result of or arising from the Steel
Solicitation and any related transactions.
In the event of a claim against you pursuant to the prior paragraph or the
occurrence of a Loss, you shall give Steel written notice of such claim or Loss.
Upon receipt of such written notice, Steel will provide you with counsel to
represent you. Such counsel shall be reasonably acceptable to you. In addition,
you will be reimbursed promptly for all Losses suffered by you and as incurred
as provided herein. Steel may not enter into any settlement of loss or claim
without your consent unless such settlement includes a release of you from any
and all liability in respect of such claim.
---------------------- ----------------------
CUSIP No. 00651F108 13D Page 36 of 36 Pages
---------------------- ----------------------
Page -2-
If you agree to the foregoing terms, please sign below to indicate your
acceptance.
Very truly yours,
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
------------------------------------
Warren G. Lichtenstein
Managing Member
ACCEPTED AND AGREED:
---------------------------