EX-25.01 6 a2130709zex-25_01.htm EXHIBIT 25.01
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Exhibit 25.01

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

Not Applicable
(Jurisdiction of incorporation or organization
if not a U.S. national bank)		   94-1347393
(I.R.S. Employer Identification No.)

420 Montgomery Street
San Francisco, CA
(Address of principal executive offices)
 
94163
(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-172
Sixth and Marquette, 17th Floor
Minneapolis, MN 55479
(agent for services)

ADAPTEC, INC.
(Exact name of obligor as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)		   94-2748530
(I.R.S. Employer Identification No.)

691 S. MILPITAS BOULEVARD
MILPITAS, CALIFORNIA
(Address of principal executive offices)
 
95035
(Zip code)

3/4% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2023
(Title of the indenture securities)

Item 1. General Information. Furnish the following information as to the trustee:

    (a)
    Name and address of each examining or supervising authority to which it is subject.

      Comptroller of the Currency,
      Treasury Department
      Washington, D.C. 20230

      Federal Deposit Insurance Corporation
      Washington, D.C. 20429

      Federal Reserve Bank of San Francisco
      San Francisco, CA 94120

    (b)
    Whether it is authorized to exercise corporate trust powers.

            The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

            None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee.   Not applicable.

Item 16. List of Exhibits.
 
List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached hereto.
Exhibit 1.   A copy of the Articles of Association of the trustee now in effect. *

Exhibit 2.
 
A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 28, 2001. *

Exhibit 3.
 
A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated November 28, 2001. *

Exhibit 4.
 
Copy of By-laws of the trustee as now in effect. *

Exhibit 5.
 
Not applicable.

Exhibit 6.
 
The consents of United States institutional trustees required by Section 321(b) of the Act.

Exhibit 7.
 
Attached is a copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.
 
Not applicable.

Exhibit 9.
 
Not applicable.
*
Incorporated by reference to exhibit number 25 filed with registration statement number 333-87398.


SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles and State of California on the day of 27th of February, 2004.

    WELLS FARGO BANK, NATIONAL ASSOCIATION

 
 
 
/s/  JEANIE MAR      
    Name: Jeanie Mar
    Title: Vice President

Exhibit 6

February 27, 2004

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.


 
 
Very truly yours,

 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION

 
 
/s/  JEANIE MAR      
Jeanie Mar
 Vice President

Exhibit 7

Consolidated Report of Condition of
Wells Fargo Bank National Association
of 420 Montgomery Street, San Francisco, CA 94163
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2003,
filed in accordance with 12 U.S.C. §161 for National Banks.
Dollar Amounts In Millions

ASSETS      
Cash and balances due from depository institutions:      
  Noninterest-bearing balances and currency and coin   $ 11,411
  Interest-bearing balances     3,845
Securities:      
  Held-to-maturity securities     0
  Available-for-sale securities     17,052
Federal funds sold and securities purchased under agreements to resell:      
  Federal funds sold in domestic offices     516
  Securities purchased under agreements to resell     109
Loans and lease financing receivables:      
  Loans and leases held for sale     14,571
  Loans and leases, net of unearned income     172,511
  LESS: Allowance for loan and lease losses     1,554
  Loans and leases, net of unearned income and allowance     170,957
Trading Assets     6,255
Premises and fixed assets (including capitalized leases)     2,067
Other real estate owned     144
Investments in unconsolidated subsidiaries and associated companies     306
Customers' liability to this bank on acceptances outstanding     68
Intangible assets      
  Goodwill     6,814
  Other intangible assets     7,501
Other assets     8,858
   
Total assets   $ 250,474
   
LIABILITIES      
Deposits:      
  In domestic offices   $ 157,695
    Noninterest-bearing     44,315
    Interest-bearing     113,380
  In foreign offices, Edge and Agreement subsidiaries, and IBFs     16,249
    Noninterest-bearing     6
    Interest-bearing     16,243
Federal funds purchased and securities sold under agreements to repurchase:      
  Federal funds purchased in domestic offices     14,685
  Securities sold under agreements to repurchase     1,613

Dollar Amounts In Millions

Trading liabilities     4,277
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)     18,212
Bank's liability on acceptances executed and outstanding     68
Subordinated notes and debentures     6,742
Other liabilities     7,358
   
Total liabilities   $ 226,899

Minority interest in consolidated subsidiaries
 
 
60

EQUITY CAPITAL
 
 
 
Perpetual preferred stock and related surplus     0
Common stock     520
Surplus (exclude all surplus related to preferred stock)     17,709
Retained earnings     4,920
Accumulated other comprehensive income     366
Other equity capital components     0
   
Total equity capital     23,515
   
Total liabilities, minority interest, and equity capital   $ 250,474
   

I, James E. Hanson, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

James E. Hanson
Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.


Carrie L. Tolstedt
Howard Atkins
John Stumpf
 
Directors
 
 


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