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
Date of Report (Date of earliest event reported): June 2, 2015
ADEPT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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0-27122
(Commission file number)
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94-2900635
(I.R.S. Employer
Identification Number)
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5960 Inglewood Drive
Pleasanton, CA
(Address of principal executive offices)
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94588
(Zip Code)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (925) 245-3400
None
(Former Name or Former Address, if Changed Since Last Report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
On June 2, 2015, Adept Technology, Inc. (the “Company”) entered into subscription letter agreements (the “Subscription Agreements”) with pre-existing shareholders and institutional investors pursuant to which it agreed to sell an aggregate of 1,391,304 shares of its common stock (the “Shares”) to the investors at a purchase price of $5.75 per Share. The total gross proceeds from the offering will be $8,000,000, before deducting anticipated expenses of approximately $80,000, for net proceeds of $7,920,000. The closing of the offering is expected to occur on or around June 5, 2015, subject to the satisfaction of customary closing conditions.
The offer and sale of the Shares was made pursuant to the Company’s shelf registration statement on Form S-3 (SEC File No. 333-204105), which became effective on May 21, 2015 (the “Shelf Registration Statement”), and a prospectus supplement thereto dated June 2, 2015.
The foregoing summaries of the Subscription Agreements are subject to, and qualified in their entirety by reference to, the Subscription Agreements, the form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
The Company issued a press release on June 3, 2015 announcing the offering. The Company’s press release is filed herewith as Exhibit 99.1.
Gibson, Dunn & Crutcher, LLP has issued an opinion to the Company regarding the Common Shares to be sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The Company cautions you that this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, as amended. Statements in this report and the press release that are not purely historical are forward-looking statements. Such forward-looking statements include, among other things:
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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5.1
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Opinion of Gibson Dunn & Crutcher LLP
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10.1
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Form of Subscription Agreement dated June 2, 2015, among the Company and its investors
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23.1
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Consent of Gibson Dunn & Crutcher LLP (included in Exhibit 5.1)
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99.1
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Press Release dated June 3, 2015
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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.
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ADEPT TECHNOLOGY, INC.
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Date: June 3, 2015
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By: /s/Seth Halio
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Seth Halio
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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5.1
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Opinion of Gibson Dunn & Crutcher LLP
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10.1
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Form of Subscription Agreement dated June 2, 2015, among the Company and its investors
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23.1
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Consent of Gibson Dunn & Crutcher LLP (included in Exhibit 5.1)
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99.1
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Press Release dated June 3, 2015
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Exhibit 5.1
Client: 04419-00039
June 2, 2015
Adept Technology, Inc.
5960 Inglewood Drive
Pleasanton, California 94588
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Re:
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Adept Technology, Inc.
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Registration Statement on Form S-3 (File No. 333-204105)
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 File No. 333-204105 (the “Registration Statement”) of Adept Technology, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 1,391,304 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of specimen Common Stock certificates and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinion set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
Gibson, Dunn & Crutcher LLP
Exhibit 10.1
Adept Technology, Inc.
5960 Inglewood Drive
Pleasanton, CA 94588
Ladies and Gentlemen:
The undersigned (as listed on Schedule I, the “Investors”) hereby severally confirm their respective agreements with Adept Technology, Inc., a Delaware corporation (the “Company”), as follows:
1. This Commitment Letter (collectively, (this “Agreement”), is made as of the date set forth below between the Company and the Investors.
2. The Company has authorized the sale and issuance of an aggregate of (i) 1,391,304 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”) at a price per share equal to $5.75 per share. At the Closing, the Company will issue to the Investors, and the Investors will purchase from the Company, the number of Shares in the amount set forth on Schedule I, and in exchange therefor, the Investors shall pay the aggregate price set forth on Schedule I (the “Purchase Price”).
3. The offering and sale of the Shares (the “Offering”) are being made pursuant to (a) an effective Registration Statement on Form S3, File No. 333204105 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) (including the prospectus contained therein (the “Base Prospectus”), (b) if applicable, certain “free writing prospectuses” (as that term is defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)), that have been or will be filed with the Commission and delivered to the Investors on or prior to the date hereof (the “Issuer Free Writing Prospectus”), containing certain supplemental information regarding the Shares, the terms of the Offering and the Company and (c) a Prospectus Supplement (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”) containing certain supplemental information regarding the Shares and terms of the Offering that has been or will be filed with the Commission and delivered to the Investors on or prior to the date hereof. Notwithstanding anything contained herein to the contrary, the information and disclosure contained in any Issuer Free Writing Prospectus and the Prospectus Supplement shall be consistent with the terms set forth herein, and nothing contained therein shall modify the terms of this Agreement
4. The Company and the Investors agree that at the Closing the Investors will purchase from the Company and the Company will issue and sell to the Investors the Shares for the aggregate Purchase Price.
5. The completion of the purchase and sale of the Shares (the “Closing”) shall occur no later than three (3) business days after the execution of this Agreement by the Investors and the Company (the “Closing Date”), in accordance with Rule 15c6-l promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At the Closing, (a) the Company shall cause the Company’s Transfer Agent, to deliver to each Investor the number of Shares set forth on the signature page hereto registered in the name of such Investor or, if so indicated on Schedule I, in the name of a nominee designated by the Investor, and (b) the aggregate purchase price for the Shares being purchased by each Investor as set forth on Schedule I will be delivered by or on behalf of such Investor to the Company.
6. The Company’s obligation to issue and sell the Shares to each Investor shall be subject to the receipt by the Company from such Investor of the purchase price for the Shares being purchased hereunder by such Investor as set forth on the signature pages hereto.
7. The manner of settlement of the Shares purchased by the Investors hereunder shall be as follows (and the Company and Investors shall take such actions as may be required to effect the following):
Delivery by crediting the account of such Investor’s prime broker (as specified by such Investor on Schedule I) with the Depository Trust Company (“DTC”) through its Deposit/Withdrawal At Custodian (“DWAC”) system, whereby such Investor’s prime broker shall initiate a DWAC transaction on the Closing Date using its DTC participant identification number, and released by Computershare Trust Company, N.A., the Company’s transfer agent (the “Transfer Agent”), at the Company’s direction. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE DATE OF EXECUTION OF THIS AGREEMENT BY EACH INVESTOR AND THE COMPANY, SUCH INVESTOR AND THE COMPANY, AS APPLICABLE, SHALL:
(I) DIRECT THE BROKERDEALER (WHICH BROKER-DEAL SHALL BE A DTC PARTICIPANT) AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES PURCHASED BY INVESTORSARE MAINTAINED TO SET UP A DWAC INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND
(II) REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY SUCH INVESTOR TO THE FOLLOWING ACCOUNT DESIGNATED BY THE COMPANY (AS SET FORTH ON SCHEDULE I).
The Company shall direct the Transfer Agent to credit, at the Closing, such Investor’s account or accounts with the Shares being purchased by such Shareholder pursuant to the information contained in the DWAC.
8. Each Investor severally represents as to itself (and not any other Investor) that (a) it has had no position, office or other material relationship within the past three years with the Company (which, for the avoidance of doubt, excludes ownership of Shares), and (b) it is not a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) as of the Closing.
9. Each Investor represents that it has received (or otherwise had made available to it by the filing by the Company of an electronic version thereof with the Commission on or prior to the date hereof) the Base Prospectus, dated May 21, 2015, which is a part of the Company’s Registration Statement, the documents incorporated by reference therein and any free writing prospectus (collectively, the “Disclosure Package”), prior to or in connection with the receipt of this Agreement. Each Investor acknowledges that, prior to the delivery of this Agreement to the Company, the Investors will receive certain additional information regarding the Offering, including pricing information which shall be consistent with the terms set forth herein (the “Offering Information”). Such information may be provided to the Investors by any means permitted under the Securities Act, including the Prospectus Supplement, a free writing prospectus and oral communications, but all such information shall be provided prior to the execution of this Agreement by the Investors and shall be consistent with the terms set forth herein.
10. No offer by any Investor to buy Shares will be accepted and no part of the Purchase Price will be delivered to the Company until such Investor has received or has public access to the Offering Information and the Company has accepted such offer by countersigning this Agreement, and the Company hereby covenants to deliver or otherwise provide access to the Offering Information concurrently with or prior to its execution of this Agreement.
11. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and to be performed in the State of Delaware, without giving effect to the principles of conflicts of law that would require the application of the laws of any other jurisdiction.
12. This Agreement may be executed in two or more counterparts, each of which will constitute an original, but all of which, when taken together, will constitute but one instrument, and will become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. The Company and the Investors acknowledge and agree that the Company shall deliver its counterpart to the Investors along with the Prospectus Supplement (or the filing by the Company of an electronic version thereof with the Commission).
13. All notices, requests, consents and other communications hereunder will be in writing, will be mailed (a) if within the domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile, and will be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business days after so mailed and (iv) if delivered by e-mail, upon the sending thereof so long as a copy of the same is also sent by one of the other means set forth in clauses (i)-(iii) and will be delivered and addressed as follows:
If to the Company:
Adept Technology, Inc.
5960 Inglewood Drive
Pleasanton, CA 94588
Attn: Chief Executive Officer
with a copy (which shall not constitute notice) to:
Gibson, Dunn & Crutcher LLP
1881 Page Mill Road
Palo Alto, CA 94304
Attn: Lisa A. Fontenot, Esq.
If to an Investor, as set forth on Schedule I for such Investor.
Each party shall provide notice to the other parties of any change in address.
14. Each party hereby acknowledges and agrees that the failure of the other parties to perform their respective agreements and covenants hereunder will cause irreparable injury to the other parties, for which damages, even if available, will not be an adequate remedy. Accordingly, each party hereby agrees that any other party shall be entitled to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party’s obligations, and the parties waive the requirement to post a bond or other collateral in connection therewith or any defense that money damages is a sufficient remedy.
15. The Company and the Investors agree that the Company shall (a) prior to the opening of the financial markets in New York City on June 3, 2015 issue a press release announcing the Offering and disclosing all material information regarding the Offering, and (b) as promptly as practicable after June 2, 2015 file a current report on Form 8-K with the Commission including, but not limited to, a form of this Agreement as an exhibit thereto.
16. In the event that the Company has not satisfied in full its conditions to the obligation of the Investors to complete the closing in Section 5(a) on or prior to the third business day following the date of the execution of this Agreement by all parties, this Agreement shall terminate upon the delivery of written notice thereof by the Investors to the Company and any funds previously remitted by the Investors pursuant to Section 5(a) of this Agreement shall be promptly returned to such Investors. Notwithstanding any termination of this Agreement, any party not in breach of this Agreement shall preserve all rights and remedies it may have against another party hereto for a breach of this Agreement prior to or relating to the termination hereof.
17. Each party shall pay any fees or expenses incurred thereby in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby.
18. This Agreement supersedes any and all discussions, negotiations, understandings or agreements, written or oral, expressed or implied, between us regarding the transaction contemplated hereby; and may not be contradicted by evidence of any actual or alleged prior, contemporaneous or subsequent understandings or agreements of the parties written or oral, expressed or implied, other than a writing which expressly amends or supersedes this Agreement.
19. For purposes hereof, “Business Day” means any day except Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required to close by law.
[Signature Page Follows]
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
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Dated as of: June __, 2015
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[INVESTOR]
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By:
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[·]
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By:
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Print Name:
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Title:
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Address:
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Agreed and Accepted
this __ day of June 2015:
ADEPT TECHNOLOGY, INC.
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By:
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Title:
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Chief Executive Officer
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SCHEDULE I
INVESTOR
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[NAME]
[Residence]
Number of Shares: [·]
Purchase Price per Share: $5.75
Aggregate Purchase Price: $[·]
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1.
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The exact name that your Shares are to be registered in. You may use a nominee name if appropriate:
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2.
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The relationship between the Investor and the registered holder listed in response to item 1 above:
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3.
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The mailing address of the registered holder listed in response to item 1 above:
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The Social Security Number or Tax Identification Number of the registered holder listed in the response to item 1 above:
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5.
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Name of DTC Participant (broker-dealer at which the account or accounts to be credited with the Shares are maintained):
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DTC Participant Number:
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Name of Account at DTC Participant being credited with the Shares:
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8.
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Account Number at DTC Participant being credited with the Shares:
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The address for purposes of notice hereunder, for each of the above named Investors shall be:
In each case, with a copy (which shall not constitute notice) simultaneously transmitted by like means to:
[Adept Wire Instructions]
EXHIBIT 99.1
Adept Technology Announces $8 Million Registered Direct Offering
PLEASANTON, Calif., June 3, 2015 (GLOBE NEWSWIRE) -- Adept Technology, Inc. (Nasdaq: ADEP), a leading provider of intelligent robots, autonomous mobile solutions and services, has today announced that it has agreed to sell 1,391,304 shares of its common stock at a price of $5.75 per share, for gross proceeds of $8 million. The shares were offered and are expected to be sold to existing shareholders and institutional investors in a registered direct offering conducted without an underwriter or placement agent. The net proceeds from the offering, after deducting estimated offering expenses, will be approximately $7.92 million. The offering is expected to close on or about June 5, 2015.
Adept plans to use the net proceeds of the offering for working capital and general corporate purposes.
The securities described above are being offered pursuant to a shelf registration statement (File No. 333-204105), which was declared effective by the United States Securities and Exchange Commission ("SEC") on May 21, 2015. A prospectus supplement relating to the registered direct offering will be filed by the Company with the SEC. When filed with the SEC, copies of the prospectus supplement and the accompanying base prospectus relating to this offering may be obtained at the SEC's website at www.sec.gov or from Adept Technology, Inc., 5960 Inglewood Drive, Pleasanton, CA 94588, Attention: Investor Relations.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company in the registered direct offering. There shall not be any offer, solicitation of an offer to buy, or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any registered direct offering will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
About Adept Technology, Inc.
Adept is a global, leading provider of intelligent robots, autonomous mobile robot solutions, and services that enable customers to achieve precision, speed, quality and productivity in their assembly, handling, packaging, testing, and logistical processes. With a comprehensive portfolio of high-performance motion controllers, application development software, vision-guidance technology and high-reliability robot mechanisms with autonomous capabilities, Adept provides specialized, cost-effective robotics systems and services to high-growth markets including medical, electronics, food and semiconductor; as well as to traditional industrial markets including machine tool automation and automotive components. More information is available at www.adept.com.
Forward Looking Statements
This press release contains forward-looking statements including, without limitation, statements about our expectations for stabilization of our business and revenues, market strategies for our sales and opportunities in our geographic markets, and our ability to grow our customer base, revenues, and cash flow. Such statements are based on current expectations about the Company's business. These statements are not guarantees of future performance and involve numerous risks and uncertainties that are difficult to predict. The Company's actual results could differ materially from those expressed in forward-looking statements for a variety of reasons, including but not limited to factors affecting our fluctuating operating results that are difficult to forecast or outside our control; our limited liquidity due to historical operating losses and negative cash flow, the dependence of our growth consistent with our long-term model on the successful execution of our mobile strategy and continued evolution towards collaborative automation, the effect of the current state of the manufacturing sector and other businesses of our customers; the effectiveness and unintended consequences of our restructuring actions and other expense-related matters; changes in our management team; the impact of acquisitions and strategic plans on our cash resources and operations, the Company's inability to accurately forecast or react quickly to changes in demand for our products; seasonality of results, particularly in Europe; risks of technical and commercial acceptance of the Company's new or current products; the costs of international operations, sales and suppliers and the impact of foreign currency exchange; the cyclicality of capital spending of the Company's customers and lack of long-term customer contracts; the highly competitive nature of and rapid technological change within the intelligent automation industry; the lengthy sales cycles for the Company's products; the Company's increasing investment in markets that are subject to increased regulation; risks associated with outsourced manufacturing and single sources of supply; potential delays associated with the development and introduction of new products; and potential costs of regulatory compliance. For a discussion of risk factors relating to Adept, see Adept's SEC filings, including the Company's annual report on Form 10-K for the fiscal year ended June 30, 2014, which includes the discussion in Management's Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors.
All trade names are either trademarks or registered trademarks of their respective holders.
CONTACT: Seth Halio
Adept Technology, Inc.
925-245-3400
[email protected]
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