Stockholders' Equity

12 Months Ended

Jun. 30, 2013

Stockholders' Equity Note [Abstract]

Stockholders' Equity

8. Stockholders’ Equity

Redeemable Convertible Preferred Stock

On September 18, 2012, the Company issued to Hale Capital Partners, LP ("Hale Capital") 8,000 shares of its Series A Convertible Preferred Stock (the "redeemable convertible preferred stock"), par value $0.001 per share, at a price of $1,000 per share, subject to the terms of its Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the "Certificate of Designations"). The Company received net proceeds of approximately $7.6 million from the issuance of the redeemable convertible preferred stock, after deducting expenses paid by the Company. The Certificate of Designations sets forth the terms, rights, obligations and preferences of the redeemable convertible preferred stock and provides that holders of the redeemable convertible preferred stock are entitled to receive dividends payable quarterly in arrears, at the election of Adept either in cash, or subject to certain equity conditions not met during the first three quarters of fiscal 2013, in common stock. Dividends on the redeemable convertible preferred stock accrue at the prime rate (Wall Street Journal Eastern Edition ) plus 3% up to a maximum amount of 4%. Each share of redeemable convertible preferred stock is convertible, at the option of the holder and upon certain mandatory conversion events, based upon its initial price at a conversion rate of $4.60 (as adjusted for stock splits, stock dividends, reverse stock splits, stock combinations, reclassifications and similar events). For the twelve months ended June 30, 2013, the Company had a total of $171,000 in redeemable convertible preferred stock dividends, of which all has been paid in cash. The redeemable convertible preferred stock, its rights, preferences and privileges are also described in this annual report on Form 10-K under the section entitled "Liquidity and Capital Resources."

On March 27, 2013, Adept entered into a letter agreement with the holders of the redeemable convertible preferred stock (the “Letter Agreement”), with respect to the waiver and deferrals of certain rights related to the redeemable convertible preferred stock.

Pursuant to the Certificate of Designations and the Letter Agreement, if on or after 103 days following the first anniversary of the issuance of the redeemable convertible preferred stock, the common stock price exceeds the “Applicable Percentage” (meaning, 200% of the conversion rate until 103 days after the second anniversary of the issuance date, 175% until 103 days after the third anniversary of the issuance date, and 150% thereafter) for a consecutive 60 days, such price is maintained until conversion, and certain equity conditions met such that shares of common stock issued upon conversion can be immediately saleable by the redeemable convertible preferred stockholders, Adept can convert the redeemable convertible preferred stock up to an amount equal to the greater of the arithmetic average of the weekly trading volume of the common stock for each of the 20 consecutive trading days immediately preceding the applicable determination date (the “Volume Limit”) or the amount of an identified bona fide block trade at a price reasonably acceptable to the applicable redeemable convertible preferred stockholder, but which price is not less than the arithmetic average of the weighted average prices of the common stock for the five trading days immediately preceding such sale.

Pursuant to the Certificate of Designations and the Letter Agreement, starting 103 days after the date that is 18 months after issuance of the redeemable convertible preferred stock, if the trading price of Adept's common stock is more than 110% of the conversion price for each of the five trading days immediately preceding the date of determination, Adept may convert up to 10% of the redeemable convertible preferred stock issued pursuant to the Securities Purchase Agreement plus certain amounts that the Company was not previously allowed to convert or redeem pursuant to the terms of the Certificate of Designations or under applicable law per quarter at 100% of the original price plus the amount of any accrued and unpaid dividends, subject to a maximum conversion equal to the Volume Limit per month and subject to certain equity conditions. The ability to require this installment conversion requires that Adept (i) maintain on deposit such amount of cash and cash equivalents and (ii) satisfies such EBITDA threshold, in each case as is mutually determined by Adept and Silicon Valley Bank and reasonably acceptable to Hale Capital Partners (which acceptance shall not be unreasonably withheld or delayed). If Adept cannot convert the redeemable convertible preferred stock due to its failure to satisfy such conditions, then it may redeem the shares for cash at the same price subject to agreement of the redeemable convertible preferred stockholder. The amended and restated loan and security agreement with Silicon Valley Bank requires no EBITDA or cash threshold for conversion, but does require a minimum EBITDA and cash threshold at the end of the quarter preceding an installment cash redemption.

Upon certain triggering events, such as bankruptcy, insolvency or a material adverse effect or failure of Adept to issue shares upon conversion of the redeemable convertible preferred stock in accordance with its obligations, the redeemable convertible preferred stockholders may require Adept to redeem all or some of the redeemable convertible preferred stock at a price equal to 100% of the conversion amount, and in the event certain equity conditions are not satisfied during a certain period, the greater of (i) the conversion amount being redeemed and (ii) the product of the conversion amount being redeemed and the quotient determined by dividing the highest trading price of the common stock underlying the redeemable convertible preferred stock during the period beginning on the date immediately preceding such triggering event and ending on the date the redeemable convertible preferred stockholder delivers a redemption notice by the conversion price, plus accrued and unpaid dividends. On and after September 30, 2016, each redeemable convertible preferred stockholder can require Adept to redeem its redeemable convertible preferred stock in cash at a price equal to 100% of the conversion amount being redeemed plus accrued and unpaid dividends.

Preferred Stock

The Board of Directors has the authority to issue, without further action by the stockholders, up to 1.0 million shares of preferred stock in one or more series and to fix the price, rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting a series or the designation of such series, without any further vote or action by the Company’s stockholders. The issuance of preferred stock, while providing desirable flexibility in connection with possible financings, acquisitions and other corporate purposes, could have the effect of delaying, deferring or preventing a change in control of the Company without further action by the stockholders and may adversely affect the market price of, and the voting and other rights of, the holders of common stock. There were 8,000 shares of preferred stock were outstanding at June 30, 2013.

Common Stock

During the fourth quarter of fiscal 2012, the Company offered and sold 920,000 shares of its common stock, which includes full exercise of the over-allotment option of 120,000 shares, at a price of $4.00 per share, pursuant to an underwriting agreement with Roth Capital Partners, LLC, dated June 8, 2012. The shares were offered and sold under a prospectus supplement and related prospectus filed with the SEC pursuant to the Company's shelf registration statement on Form S-3.

The Company has reserved shares of common stock for future issuance at June 30, 2013 as follows (in thousands):

Stock options outstanding	844
Stock options and restricted stock available for grant	1,111
Employee stock purchase plan shares available for purchase	365
Redeemable convertible preferred stock	2,108
	4,428

Equity Incentive Plans

The following table summarizes employee incentive plan activities under the Company’s stock option and equity incentive plans (in thousands, except per share data):

							Options
	Available for Grant		No. of Options Outstanding		No. of Restricted Stock Outstanding		Aggregate Price			Weighted Average Exercise Price Per Share
Balance at June 30, 2011	569		1,332		87		$	7,589		$	5.70
Shares added	750		—		—		—			—
Granted	(285	)	281		5		1,048			$	3.73
Canceled	110		(110	)	—		(1,018		)	$	9.25
Exercised	—		(30	)	—		(89		)	$	2.99
Vested	—		—		(56	)	—			—
Expired	(292	)	—		—		—			—
Forfeited due to cancellation or for taxes	36		—		(36	)	—			—
Balance at June 30, 2012	888		1,473		—		$	7,530		$	5.11
Granted	(758	)	414		344		1,500			$	3.62
Canceled	905		(905	)	—		(4,913		)	$	5.43
Exercised	—		(138	)	—		(408		)	$	2.95
Vested	—		—		(65	)	—			—
Expired	(72	)	—		—		—			—
Forfeited due to cancellation or for taxes	148		—		(148	)	—			—
Balance at June 30, 2013	1,111		844		131		$	3,709		$	4.39

The following table summarizes information concerning outstanding and exercisable options at June 30, 2013:

	Options Outstanding				Options Exercisable
Range of Exercise Prices Per Share	Options Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Options Exercisable	Weighted Average Exercise Price
	(in thousands)	(years)	(per share)		(in thousands)	(per share)
$  2.80 - $  3.02	101	4.34	$	2.97	33	$	2.86
$  3.07 - $  3.07	197	5.96	3.07		197	3.00
$ 3.17 - $ 3.51	120	8.57	3.38		16	3.51
$ 3.73 - $ 3.88	91	7.17	3.78		55	3.79
$ 4.22 - $ 4.60	90	9.54	4.54		6	4.24
$ 4.86 - $ 5.50	89	5.87	4.94		69	4.97
$  5.61 - $  8.07	102	4.29	6.68		100	6.70
$ 8.75 - $ 10.20	50	4.25	9.51		50	9.51
$ 10.80 - $ 10.80	2	2.61	10.80		2	10.80
$ 13.94 - $ 13.94	2	2.85	13.94		2	13.94
$  2.80 - $ 13.94	844	6.32	$	4.39	530	$	4.76

Employee Stock Purchase Plan

The 2008 ESPP has overlapping 24-month offering periods that begin every six months, starting on the first trading day on or after November 1 and May 1 of each year. Each 24-month offering period is divided into foursix-month purchase periods. For every six-month purchase period, the plan allows eligible employees, through payroll deductions of a maximum of 15% of individual salary, to purchase up to a maximum of 1,200 shares of the Company’s common stock at 85% of fair market value on either the first day of the offering period or the last day of the purchase period, whichever is lower. As of June 30, 2013, there were 365,140 shares available for issuance under the 2008 Employee Stock Purchase Plan.