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Adaptec to Acquire Incat Systems.

MILPITAS, Calif.--(BUSINESS WIRE)--July 26, 1995--Adaptec announced today that it has agreed to acquire Incat Systems Software USA, Inc. of Campbell, Calif. for 385,078 shares of Adaptec common stock and future financial consideration contingent upon certain performance criteria. Incat Systems, a privately held company founded in 1983, develops and markets application and I/O software for recordable CD peripherals (CD-R).

CD-R technology permits full capacity permanent recording of data on CDs that can be read by the more than 60 million CD-ROMS now installed worldwide. The CD-R performs all the functions of existing CD-ROMs as well as recording huge amounts of data for backup, data interchange, and personal CD mastering. With users of Windows 95 looking forward to 1 gigabyte hard disks as standard in PCs, CD-R's high capacity, multifunction capabilities make it a very desirable peripheral.

According to F. Grant Saviers, Adaptec chief executive officer, "We are delighted to announce our agreement to acquire Incat Systems, the leading software provider for this fast growing market Fabrizio Caffarelli, founder of Incat, was one of the first to see CD-R as the logical successor to CD-ROM. The combined resources of Incat and Adaptec will mean consumers will enjoy the exciting application of CD-R sooner."

Caffarelli, Incat Systems' president, said: "During the past two years, Incat's core software engine has allowed us to achieve close working relationships with virtually all the current and soon-to-be announced CD-R drive manufacturers. Adaptec leads the development of I/O connectivity for CD-R. This will be a logical combination that could ultimately serve the broadest possible group of customers." Caffarelli plans to serve Adaptec as vice-president of strategic development.

Upon completion, this acquisition will be accounted for under the purchase accounting method. Adaptec is in the process of evaluating the allocation of the purchase price to the assets acquired, which include in process technology that would be written off in the second quarter of FY96, and goodwill, which would be amortized over the benefit period.

Adaptec, Inc. (NASDAQ:ADPT) designs, manufactures and markets Ioware(R) solutions to eliminate performance bottlenecks between microcomputers, networks, and peripherals. Solutions range from simple connectivity products for single-user and small-office desktops, to intelligent subsystem, high performance SCSI, RAID and ATM products for enterprise wide computing and networked environments. Adaptec I/O solutions are incorporated into the products of virtually all the major computer and peripheral manufacturers around the world.

Founded in 1981, and headquartered in Milpitas, Calif., Adaptec is a recognized market leader in high performance I/O technology. Adaptec currently employs approximately 1,800 people, and with its global distribution network, serves customers worldwide. Adaptec World Wide Web home page address is http://www.adaptec.com.

Note to Editors: Adaptec and IOware are trademarks of Adaptec, Inc., which may be registered in some jurisdictions.

CONTACT: Adaptec

Bruce Frymire, 408/957-4893
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Publication:Business Wire
Date:Jul 26, 1995
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