Adaptec Inc. (ADPT) is facing increased pressure from an activist hedge fund that derailed its previously planned merger in 2007 and now wants to stop the company from making a large acquisition following a coup. Warren Lichtenstein’s Steel Partners, known for its hostile activism, said in its PRE14A filing with the SEC that it is now preparing for a proxy fight.
In private sessions that excluded four directors, Adaptec’s “legacy directors” appear to have adopted policies designed to preserve Mr. Sundaresh in his position as CEO despite his recent serious performance issues and to entrench Legacy Directors, who have overseen the destruction of significant shareholder value over the years.
Steel Partners believes that the legacy directors took the actions to pave the way for Adaptec to make a large acquisition utilizing a significant portion of the company’s cash on hand. Given the company’s poor financial performance and the recent history of ill-conceived acquisitions, the hedge fund doesn’t believe that Mr. Sundaresh should be permitted to continue with plans.
This scheme was carried out after the nomination deadline in connection with Adaptec’s 2009 Annual Meeting had passed, leaving Steel Partners with little choice to protect shareholder rights but to commence a consent solicitation. The hedge fund said it would drop the solicitation if its own directors were nominated and if shareholders would be given the opportunity to vote on any acquisition in excess of $100 million.
According to the solicitation, the proposals are:
Proposal No. 1 – Repeal any provision of the Amended and Restated Bylaws of Adaptec (“the Bylaws”) in effect at the time this proposal becomes effective that was not included in the Bylaws that became effective on May 6, 2009 and were filed with the Securities and Exchange Commission on May 12, 2009 (the “Bylaw Restoration Proposal”);
Proposal No. 2 – Remove without cause two members of Adaptec’s Board of Directors (the “Board”), Subramanian “Sundi” Sundaresh and Robert J. Loarie and any person elected or appointed to the Board to fill any vacancy on the Board or any newly-created directorships prior to the effective date of this proposal (the “Removal Proposal”); and
Proposal No. 3 – Amend Section 2.1 of the Bylaws, as set forth on Schedule I to this Consent Statement, to fix the number of directors serving on the Board at seven (7) (the “Authorized Director Proposal” and together with the Bylaw Restoration Proposal and the Removal Proposal, the “Proposals”).
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