sc13da2004197036_12172009.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 20)1

Adaptec, Inc.
(Name of Issuer)

Common Stock, par value $0.001
(Title of Class of Securities)

00651F108
(CUSIP Number)
 
Warren G. Lichtenstein
Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
(212) 520-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 17, 2009
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.


_______________
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 (“Act”) 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
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
23,469,843
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
23,469,843
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
23,469,843
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.5%
14
TYPE OF REPORTING PERSON
 
PN

2
CUSIP NO. 00651F108
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS HOLDINGS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
23,469,843
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
23,469,843
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
23,469,843
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.5%
14
TYPE OF REPORTING PERSON
 
PN

3
CUSIP NO. 00651F108
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
23,469,843
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
23,469,843
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
23,469,843
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.5%
14
TYPE OF REPORTING PERSON
 
OO

4
CUSIP NO. 00651F108
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS II GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
23,469,843
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
23,469,843
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
23,469,843
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.5%
14
TYPE OF REPORTING PERSON
 
OO

5
CUSIP NO. 00651F108
 
1
NAME OF REPORTING PERSON
 
WARREN G. LICHTENSTEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
23,469,843
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
23,469,843
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
23,469,843
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.5%
14
TYPE OF REPORTING PERSON
 
IN

6
CUSIP NO. 00651F108
 
1
NAME OF REPORTING PERSON
 
JACK L. HOWARD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
31,250 *
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
18,750 **
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
31,250 *
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
LESS THAN 1%
14
TYPE OF REPORTING PERSON
 
IN

* Represents 18,750 Shares underlying Restricted Stock Awards, 6,250 Shares of which have vested, and 12,500 Shares underlying Non-Qualified Stock Options that are exercisable within 60 days of the date hereof.
** Represents 6,250 Shares underlying Restricted Stock Awards which have vested and 12,500 Shares underlying Non-Qualified Stock Options that are exercisable within 60 days of the date hereof.

7
CUSIP NO. 00651F108
 
1
NAME OF REPORTING PERSON
 
JOHN J. QUICKE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
31,250 *
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
18,750 **
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
31,250 *
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
LESS THAN 1%
14
TYPE OF REPORTING PERSON
 
IN

* Represents 18,750 Shares underlying Restricted Stock Awards, 6,250 Shares of which have vested, and 12,500 Shares underlying Non-Qualified Stock Options that are exercisable within 60 days of the date hereof.
** Represents 6,250 Shares underlying Restricted Stock Awards which have vested and 12,500 Shares underlying Non-Qualified Stock Options that are exercisable within 60 days of the date hereof.
 
8
CUSIP NO. 00651F108
 
The following constitutes Amendment No. 20 to the Schedule 13D filed by the undersigned (“Amendment No. 20”).  This Amendment No. 20 amends the Schedule 13D as specifically set forth.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 23,469,843 Shares owned by Steel Partners II is approximately $77,143,760, including brokerage commissions.  The Shares owned by Steel Partners II were acquired with partnership funds.
 
The Shares beneficially owned by Messrs. Howard and Quicke were awarded to them in their capacities as directors of the Issuer.
 
Steel Partners II effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On December 17, 2009, the Issuer announced that the Board of Directors of the Issuer (the “Board”) appointed John J. Quicke to serve as interim Chief Executive Officer of the Issuer, effective January 4, 2010.  Mr. Quicke will not receive additional compensation as interim CEO; however, he will continue to receive compensation as a nonexecutive member of the Board.
 
Item 5.
Interest in Securities of the Issuer.
 
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 120,473,465 Shares outstanding, which is the total number of Shares outstanding as of October 29, 2009 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 2, 2009.
 
As of the close of business on December 22, 2009, Steel Partners II owned directly 23,469,843 Shares, constituting approximately 19.5% of the Shares outstanding.  By virtue of their relationships with Steel Partners II discussed in further detail in Item 2, each of Steel Holdings, Partners LLC, Steel Partners GP and Warren G. Lichtenstein may be deemed to beneficially own the Shares owned by Steel Partners II.
 
As of the close of business on December 22, 2009, Jack L. Howard beneficially owned 18,750 Shares underlying Restricted Stock Awards, 6,250 Shares of which have vested, and beneficially owned an additional 12,500 Shares underlying Non-Qualified Stock Options that are exercisable within 60 days of the date hereof, constituting in the aggregate less than 1% of the Shares outstanding.  As of the close of business on December 22, 2009, John J. Quicke beneficially owned 18,750 Shares underlying Restricted Stock Awards, 6,250 Shares of which have vested, and beneficially owned an additional 12,500 Shares underlying Non-Qualified Stock Options that are exercisable within 60 days of the date hereof, constituting in the aggregate less than 1% of the Shares outstanding.
 
9
CUSIP NO. 00651F108
 
Item 5(b) is hereby amended and restated to read as follows:
 
(b)           Each of the Reporting Persons (other than Messrs. Howard and Quicke) may be deemed to have shared power to vote and dispose of the Shares reported in this Schedule 13D owned directly by Steel Partners II.  Jack L. Howard has the sole power to vote 31,250 Shares underlying Restricted Stock Awards and Non-Qualified Stock Options and the sole power to dispose of 18,750 Shares underlying Restricted Stock Awards and Non-Qualified Stock Options reported in this Schedule 13D owned directly by Mr. Howard.  John J. Quicke has the sole power to vote 31,250 Shares underlying Restricted Stock Awards and Non-Qualified Stock Options and the sole power to dispose of 18,750 Shares underlying Restricted Stock Awards and Non-Qualified Stock Options reported in this Schedule 13D owned directly by Mr. Quicke.
 
Item 5(c) is hereby amended to add the following:
 
(c)           Schedule A annexed hereto lists all transactions in the Shares by the Reporting Persons, other than Jack L. Howard and John J. Quicke, since the filing of Amendment No. 19 to the Schedule 13D.  All of such transactions were effected in the open market pursuant to a Rule 10b5-1 Purchase Trading Plan adopted by Steel Partners II.
 
On December 16, 2009, the Issuer awarded Jack L. Howard, in his capacity as a director of the Issuer, a Restricted Stock Award for 12,500 Shares that will be fully vested on the earlier of December 16, 2010 or the date Mr. Howard ceases to be a member of the Board.  On December 16, 2009, the Issuer granted Jack L. Howard, in his capacity as a director of the Issuer, a total of 12,500 Non-Qualified Stock Options, which shall vest in four equal quarterly installments with the first vesting being March 16, 2010, such that the options shall be fully vested on the earlier of December 16, 2010 or the date Mr. Howard ceases to be a member of the Board.
 
On December 16, 2009, the Issuer awarded John J. Quicke, in his capacity as a director of the Issuer, a Restricted Stock Award for 12,500 Shares that will be fully vested on the earlier of December 16, 2010 or the date Mr. Quicke ceases to be a member of the Board.  On December 16, 2009, the Issuer granted John J. Quicke, in his capacity as a director of the Issuer, a total of 12,500 Non-Qualified Stock Options, which shall vest in four equal quarterly installments with the first vesting being March 16, 2010, such that the options shall be fully vested on the earlier of December 16, 2010 or the date Mr. Quicke ceases to be a member of the Board.
 
10
CUSIP NO. 00651F108
 
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: December 23, 2009
STEEL PARTNERS II, L.P.
   
 
By:
Steel Partners II GP LLC
General Partner
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


 
STEEL PARTNERS HOLDINGS L.P.
   
 
By:
Steel Partners II GP LLC
General Partner
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


 
STEEL PARTNERS LLC
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Manager


 
STEEL PARTNERS II GP LLC
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


 
/s/ Sanford Antignas
 
Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein
 

 
/s/ Jack L. Howard
 
JACK L. HOWARD


 
/s/ John J. Quicke
 
JOHN J. QUICKE
 
11
CUSIP NO. 00651F108
 
SCHEDULE A
 
Transactions in the Shares Since the Filing of Amendment No. 19 to the Schedule 13D
 
Class of
Security
Securities
Purchased
Price ($)
Date of
Purchase
 
STEEL PARTNERS II, L.P.
 
Common Stock
127,293
  
3.2271
12/04/09
Common Stock
29,179
  
3.2500
12/08/09
Common Stock
32,600
  
3.2459
12/09/09
Common Stock
34,178
  
3.2210
12/10/09
Common Stock
30,386
  
3.2491
12/11/09
Common Stock
2,600
  
3.2500
12/16/09
 
STEEL PARTNERS HOLDINGS L.P.
 
None
 
STEEL PARTNERS LLC
 
None
 
STEEL PARTNERS II GP LLC
 
None
 
WARREN G. LICHTENSTEIN
 
None