sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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ADAPTEC, INC.
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(Name of Registrant as Specified in Its Charter)
STEEL PARTNERS II, L.P.
STEEL PARTNERS, L.L.C.
WARREN G. LICHTENSTEIN
JACK L. HOWARD
JOHN J. QUICKE
JOHN MUTCH
HOWARD LEITNER
ANTHONY BERGAMO
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Steel Partners II, L.P. ("Steel"), together with the persons and entities
named on the cover of this Schedule 14A, are filing materials contained herein
with the Securities and Exchange Commission ("SEC") in connection with the 2007
annual meeting of stockholders (the "Annual Meeting") of Adaptec, Inc.
("Adaptec"). Steel previously filed a preliminary proxy statement with the SEC
with respect to the solicitation of proxies to elect five director nominees at
the Annual Meeting. On October 26, 2007, Steel and Adaptec entered into a
settlement agreement pursuant to which, among other things, Steel has terminated
its proxy solicitation in connection with the Annual Meeting. A copy of the
Joint Press Release issued by Steel and Adaptec announcing the settlement
agreement is filed herewith.
Item 1. Joint Press Release issued by Steel and Adaptec on October 26,
2007:
FOR IMMEDIATE RELEASE
ADAPTEC AND STEEL PARTNERS ANNOUNCE SETTLEMENT AGREEMENT
STEEL PARTNERS AGREES TO END ELECTION CONTEST
MILPITAS, CA, Oct 26, 2007 -- Adaptec, Inc. (NASDAQ: ADPT), a global leader in
storage solutions, and Steel Partners II, L.P. ("Steel Partners"), which
beneficially owns approximately 15% of the Company's outstanding shares, today
announced that they have entered into a settlement agreement.
Under the terms of the settlement, the Company has agreed to nominate and
solicit proxies for three Steel Partners representatives for election at its
upcoming 2007 Annual Meeting of Stockholders to be held on December 13, 2007 to
join what will become a nine-member board. Steel Partners has agreed to withdraw
its preliminary proxy statement containing its opposing slate of nominees and to
end its proxy solicitation.
The Company agreed to expand its Board of Directors from eight to nine members.
Current directors Judith M. O'Brien and Charles J. Robel will not stand for
re-election. Upon election at the Annual Meeting, Steel Partners' nominees John
Mutch, John J. Quicke and Jack L. Howard will be appointed to the Company's
Audit, Compensation, and Nominating and Governance Committees, respectively.
"We are pleased to reach an agreement with Steel Partners that allows us to work
together to deliver value to the Company's stockholders, while continuing to
provide quality solutions to its customers," said S. "Sundi" Sundaresh,
President and CEO of Adaptec. "We want to thank Charles and Judith for their
expertise and dedication while serving on Adaptec's Board of Directors until the
stockholder meeting."
On behalf of Steel Partners and its nominees, Jack Howard stated "We are
delighted to have reached a settlement with Adaptec on these important matters.
We look forward to working together with Sundi and the rest of the Board to
increase value for all stockholders."
ABOUT ADAPTEC, INC.
Adaptec, Inc. (NASDAQ: ADPT) provides trusted storage solutions that reliably
move, manage, and protect critical data and digital content. Adaptec's software
and hardware-based solutions are delivered through leading Original Equipment
Manufacturers (OEMs) and channel partners to provide storage connectivity, data
protection, and networked storage to enterprises, government organizations,
medium and small businesses, and consumers worldwide. More information is
available at WWW.ADAPTEC.COM.
ABOUT STEEL PARTNERS II, L.P.
Steel Partners II, L.P. is a New York-based private investment partnership.
SAFE HARBOR STATEMENT
This news release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements are
statements regarding future events or the future performance of Adaptec, and
include statements regarding Adaptec's agreement to nominate three nominees of
Steel Partners for election at its upcoming annual meeting and its agreement to
increase the size of its board to nine members in connection with these
nominations, and the expectation that the agreement with Steel Partners will
allow Adaptec to work together to deliver value to its stockholders while
continuing to provide quality solutions to its customers. These forward-looking
statements are based on current expectations, forecasts and assumptions and
involve a number of risks and uncertainties that could cause actual results to
differ materially from those anticipated by these forward-looking statements.
These risks include: if Adaptec does not meet its restructuring objectives, it
may have to continue to implement additional plans in order to reduce its
operating costs; achieving necessary support from the contract manufacturers to
which Adaptec has outsourced manufacturing, assembly and packaging of its
products; retaining key management; Adaptec's ability to launch new software
products; difficulty in forecasting the volume and timing of customer orders;
reduced demand in the server, network storage and desktop computer markets;
Adaptec's target markets' failure to accept, or delay in accepting, network
storage and other advanced storage solutions, including Adaptec's SAS, SATA and
iSCSI lines of products; decline in consumer acceptance of Adaptec's current
products; the timing and volume of orders by OEM customers for storage products;
Adaptec's ability to control and manage costs associated with the delivery of
new products; and the adverse effects of the intense competition Adaptec faces
in its business. For a more complete discussion of risks related to Adaptec's
business, reference is made to the section titled "Risk Factors" included in
Adaptec's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2007 on file with the Securities and Exchange Commission. Adaptec assumes no
obligation to update any forward-looking information that is included in this
release.
Adaptec is a registered trademark in the United States and other countries.
Other product and company names are trademarks or registered trademarks of their
respective owners.