Adaptec 2008 Annual Report Download - page 21

Securities class action litigation has often been instituted against a company following periods of volatility
and decline in the market price of their securities. If instituted against us, regardless of the outcome, such
litigation could result in substantial costs and diversion of our management’s attention and resources and have a
material adverse effect on our business, financial condition and operating results. In addition, we could incur
substantial punitive and other damages relating to such litigation.
Provisions in Delaware law, our charter documents and our stockholder rights plan may delay or prevent
another entity from acquiring us without the consent of our Board of Directors.
We adopted a stockholder rights plan in 2001, pursuant to which we declared a dividend of one share
purchase right for each outstanding share of common stock. If certain events occur, including if an investor
tenders for or acquires more than 15% of our outstanding common stock, stockholders (other than the acquirer)
may exercise their rights and receive $650 worth of our common stock in exchange for $325 per right, or we
may, at our option, issue one share of common stock in exchange for each right, or we may redeem the rights for
$0.001 per right. The issuance of the rights could have the effect of delaying or preventing a change in control of
us.
In addition, our Board of Directors has the right to issue preferred stock without stockholder approval,
which could be used to dilute the stock ownership of a potential hostile acquirer. Delaware law imposes some
restrictions on mergers and other business combinations between us and any holder of 15% or more of our
outstanding common stock.
Although we believe these provisions of our charter documents, Delaware law and our stockholder rights
plan will provide for an opportunity to receive a higher bid by requiring potential acquirers to negotiate with our
Board of Directors, these provisions apply even if the offer may be considered beneficial by some stockholders.
ITEM 1B. Unresolved Staff Comments.
None.
ITEM 2. Properties.
We lease properties in 23 locations worldwide totaling approximately 592,000 square feet. Approximately
33% of the space we leased was excess at December 28, 2008. Approximately 73% of the excess space has been
subleased and we are actively pursuing opportunities to sublease or negotiate our exit from the remaining excess
facilities.
We lease approximately 108,000 square feet in Santa Clara, California, to house our US design,
engineering, sales and marketing operations.
Our Canadian operations are primarily located in Burnaby, British Columbia where we lease approximately
173,000 square feet of office space in three separate buildings. This location supports a significant portion of our
product development, manufacturing, marketing, sales and testing activities.
In addition to the two major sites in Santa Clara and Burnaby, during 2008 we also operated nine additional
research and development centers: two in Canada, four in the US, one in Bangalore, India, one in Herzliya, Israel
and one in Shanghai, China.
We have twelve sales/operations offices located in Europe, Asia, the Caribbean and North America.
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