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

                                   FORM 10-K/A
                                 Amendment No. 2

|X| Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended June 30, 2003 or

|_| Transition report pursuant to Section 13 of 15(d) of the Securities Exchange
Act   of   1934   for   the   transition   period   from   ________________   to
__________________.

                         Commission file number: 0-27122
                             ADEPT TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)

               California                                       94-2900635
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                       Identification Number)

3011 Triad Drive, Livermore, California                           94551
(Address of principal executive office)                         (zip code)

       Registrant's telephone number, including area code: (925) 245-3400

           Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of each exchange
        Title of each class                       on which registered

               None                                       None

           Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock, no par value
                                (Title of Class)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                 |X| Yes |_| No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of
1934.    |_| Yes |X| No

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates of the registrant computed by reference to the price at which the
common equity was last sold as of the last business day of the
<PAGE>

Registrant's  most recently  completed second fiscal quarter (December 27, 2002)
was $7,260,689.  Shares of common stock held by each officer and director and by
each  person who  controls  5% or more of the  outstanding  voting  power of the
registrant  have  been  excluded  in  that  such  persons  may be  deemed  to be
affiliates.  This  determination  of  affiliate  status  is  not  necessarily  a
conclusive determination for other purposes.

As of  November 6, 2003,  approximately  15,447,911  shares of the  registrant's
common stock, no par value, were outstanding.

                                EXPLANATORY NOTE:

         The  registrant  hereby  amends its Annual  Report on Form 10-K for the
year ended June 30,  2003 to include  Part III of Form 10-K,  to the extent such
information  was not  previously  included in the Annual Report on Form 10-K, as
set forth below.  This amendment  further  revises the  Registrant's  disclosure
under the heading  "Controls and  Procedures"  in Item 9A and attaches  Exhibits
31.1 and 31.2.  Items in the Annual Report on Form 10-K not referenced below are
not amended,  and this  amendment does not reflect  events  occurring  after the
original  filing of the Annual  Report on Form 10-K,  or modify or update  those
disclosures as presented in the Form 10-K except to the extent set forth herein.
Items referenced herein are amended as set forth below.

                                       2
<PAGE>

                                     PART II

ITEM 9A. CONTROLS AND PROCEDURES

As of the end of the fiscal  year  ended June 30,  2003,  Adept  carried  out an
evaluation,  under the supervision and with the  participation of members of our
management, including our former Chief Executive Officer and our Chief Financial
Officer,  of the effectiveness of the design and operation of Adept's disclosure
controls and procedures  pursuant to Rule  13a-15(b) of the Securities  Exchange
Act of 1934. Based upon that evaluation,  the Chief Executive  Officer and Chief
Financial Officer concluded that Adept's disclosure  controls and procedures are
effective in alerting them in a timely manner to material  information  relating
to Adept  (including its consolidated  subsidiaries)  required to be included in
Adept's periodic SEC filings.  Our new Chief Executive Officer has reviewed with
our  former  Chief  Executive  Officer  and  our  Chief  Financial  Officer  the
procedures  that were used to conduct our  evaluation  for the fiscal year ended
June 30, 2003 and the results  thereof.  Based upon that  review,  our new Chief
Executive Officer concluded that Adept's disclosure controls and procedures were
effective as of the end of fiscal 2003 in alerting our Chief  Executive  Officer
and Chief Financial Officer in a timely manner to material  information relating
to Adept  (including its consolidated  subsidiaries)  required to be included in
Adept's  periodic SEC filings.  It should be noted that our new Chief  Executive
Officer's  certification as to our disclosure  controls and procedures as of the
end of fiscal 2003 is  necessarily  based on an evaluation of facts that existed
before he joined the Company.  It should be further noted that the design of any
system  of  controls  is  based  in part  upon  certain  assumptions  about  the
likelihood of future events,  and there can be no assurance that any design will
succeed in achieving  its stated goals under all  potential  future  conditions,
regardless of how remote.

During the most recent  fiscal  quarter,  there has not  occurred  any change in
Adept's internal control over financial reporting that has materially  affected,
or is reasonably  likely to materially  affect,  Adept's  internal  control over
financial reporting.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Executive Officers of the Registrant

Executive officers of Adept are appointed by the Board of Directors and serve at
the discretion of the Board. Adept's Executive Officers currently include:
<TABLE>
<CAPTION>
              Name          Age                                    Position
              ----          ---                                    --------
<S>                          <C>        <C>
Robert H. Bucher             48         Chairman of the Board of Directors and Chief Executive Officer
Brian R. Carlisle            52         President and Director
Bruce E. Shimano             54         Vice President, Research and Development, Secretary
                                        and Director
Michael W. Overby            46         Vice President, Finance and Chief Financial Officer
</TABLE>

         Robert H. Bucher has served as Adept's Chief  Executive  Officer and as
Chairman of the Board of  Directors  since  November  4, 2003.  Prior to joining
Adept, Mr. Bucher was a consultant  providing  management advisory and financial
investment to pre-IPO  technology product and service  businesses.  From 1998 to
2001,  Mr.  Bucher  was  President  and  Chief   Executive   Officer  of  Norsat
International  Inc., a Canadian company that evolved under his leadership from a
manufacturer  and  distributor  of  satellite  components  to  a  digital  media
infrastructure solution provider. Mr. Bucher held the position of Executive Vice
President of Worldwide  Operations  at Measurex  Corporation,  an  optimization,
automation and solution system  provider to the process  industries from 1995 to
1998.  Meaurex  was  acquired  by  Honeywell  International  in  1996.  Previous
positions at Measurex included President of Measurex's

                                       3
<PAGE>

Vancouver,  B.C.  subsidiary  from 1992 to 1995, and Vice President of Corporate
Marketing from 1989 to 1992. Mr. Bucher holds a B.S. degree in Engineering.

         Brian R.  Carlisle has served as Adept's  President  since  November 4,
2003 and has been a director  since  co-founding  Adept in June 1983.  From June
1983,  when Mr.  Carlisle  co-founded  Adept,  to November 4, 2003, Mr. Carlisle
served  as  Adept's  Chief  Executive  Officer  and  Chairman  of the  Board  of
Directors.  Prior to co-founding Adept, he served as General Manager of the West
Coast Division of Unimation, Inc., a manufacturer of industrial robots, where he
was  responsible  for new  product  strategy  and  development  for  Unimation's
electric   robots,   control   systems,   sensing  systems  and  other  robotics
applications.  Mr.  Carlisle  received  B.S.  and  M.S.  degrees  in  Mechanical
Engineering from Stanford University.  Mr. Carlisle is currently a member of the
Board of Directors for each of the National Coalition for Manufacturing Sciences
and the National Coalition for Advanced Manufacturing.

         Bruce E.  Shimano  has  served  as our  Vice  President,  Research  and
Development,  Secretary and a director  since he co-founded  Adept in June 1983.
Prior to that time, he was Director of Software  Development  at Unimation.  Mr.
Shimano  received B.S., M.S. and Ph.D.  degrees in Mechanical  Engineering  from
Stanford University.

         Michael W. Overby has served as Adept's  Vice  President of Finance and
Chief Financial  Officer since March 2000. From December 1999 to March 2000, Mr.
Overby held the  position of  Corporate  Controller  of Adept.  Prior to joining
Adept, Mr. Overby was the financial  executive for Digital  Generation  Systems,
Inc., a provider of digital distribution  services to the broadcast  advertising
industry.  From  1996  to 1998  he was  Corporate  Controller  and  Director  of
Information Systems at Inprise Corporation,  formerly Borland, a publicly-traded
software  company.  Mr.  Overby  holds a B.S.  in Business  Administration  from
California Polytechnic State University.

Directors

         The names of the directors of Adept, and certain  information about the
directors who are not also executive officers,  and their business experience is
set forth below:

<TABLE>
<CAPTION>
------------------------------- -------- -------------------------------------------------------- --------------------
       Name of Director           Age                    Position(s) with Adept                     Director Since
------------------------------- -------- -------------------------------------------------------- --------------------
<S>                               <C>    <C>                                                             <C>
Robert H. Bucher                  48     Chairman of the Board of Directors and Chief Executive          2003
                                         Officer
------------------------------- -------- -------------------------------------------------------- --------------------
Brian R. Carlisle                 52     President and Director                                          1983
------------------------------- -------- -------------------------------------------------------- --------------------
Bruce E. Shimano                  54     Vice President, Research and Development, Secretary             1983
                                         and Director
------------------------------- -------- -------------------------------------------------------- --------------------
Ronald E. F. Codd (1)(2)(3)       48     Director                                                        1998
------------------------------- -------- -------------------------------------------------------- --------------------
Michael P. Kelly (1)(2)(3)        55     Director                                                        1997
------------------------------- -------- -------------------------------------------------------- --------------------
Cary R. Mock (1)(2)(3)            60     Director                                                        1990
------------------------------- -------- -------------------------------------------------------- --------------------
</TABLE>

------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Nominating and Corporate Governance Committee.

         There is no family  relationship  between  any  director  or  executive
officer of Adept.

         Ronald E.F. Codd has served as a director of Adept since February 1998.
Since May 2002, Mr. Codd has worked as an independent  consultant.  From January
1999 until  April  2002,  Mr.  Codd  served as the Chief  Executive  Officer and
President of Momentum  Business  Applications,  Inc., a spin-off of  PeopleSoft,
Inc. that developed certain enterprise software products. From September 1991 to
December  1998,  Mr. Codd served as Chief  Financial  Officer and  Secretary  of
PeopleSoft,  Inc., a company  that  develops,  markets and  supports  enterprise
application software. Mr. Codd is also a director of Interwoven,  Inc. and Agile
Software Corporation. Mr. Codd received a B.S. in Accounting from the University
of California,  Berkeley and an M.M. from the J.L.  Kellogg  Graduate  School of
Management (Northwestern University).

                                       4
<PAGE>

         Michael P. Kelly has served as a director of Adept since April 1997 and
as Lead  Director of the Board of Directors  since  October  2003.  Mr. Kelly is
currently  Vice-Chairman  and has served as a  managing  director  of  Broadview
International, LLC, an international mergers and acquisitions advisory firm, and
its  predecessor  company since 1988.  Mr. Kelly is also a director of Broadview
International.  Mr. Kelly  received a B.A. in Accounting  from Western  Illinois
University  and an M.B.A.  from St. Louis  University.  Mr. Kelly is a Certified
Public Accountant.

         Cary R. Mock has served as a director  of Adept  since  December  1990.
Since January 2003, Mr. Mock has been independently  employed. From January 1996
to January  2002,  Mr. Mock served as President  of C.R.  Mock &  Associates,  a
financial  advisory firm  specializing  in  acquisitions  and related  corporate
development  activities.  From October 1983 to December 1995, Mr. Mock served as
Director of Acquisitions and Divestitures for Westinghouse Electric Corporation,
and previously  served in various other positions since joining  Westinghouse in
1964. Mr. Mock received a B.S. in Electrical  Engineering from the Massachusetts
Institute of Technology and an M.B.A.  from the State  University of New York at
Buffalo.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the  Securities  Exchange Act requires the Company's  executive
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered class of Adept's equity securities,  to file reports of ownership and
changes  in  ownership  with the  Securities  and  Exchange  Commission  and the
National Association of Securities Dealers,  Inc. Executive officers,  directors
and greater than ten percent shareholders are required by Commission  regulation
to furnish Adept with copies of all Section 16(a) forms they file.  Based solely
on  its  review  of  the  copies  of  the  forms  received  by  it,  or  written
representations  from certain  reporting  persons,  Adept  believes  that during
fiscal 2003 all  executive  officers,  directors  and  greater  than ten percent
shareholders of Adept complied with applicable filing requirements.

To the  Company's  knowledge,  based  solely on a review  of the  copies of such
reports  furnished to the Company,  during the Company's  fiscal year ended June
30, 2003,  all Section  16(a) filing  requirements  applicable  to its officers,
directors and greater than ten percent beneficial owners were complied with.

ITEM 11. DIRECTOR AND EXECUTIVE COMPENSATION

Compensation of Directors

         No director  currently  receives any cash compensation for service as a
director of Adept or for attendance at board or committee meetings,  except that
directors  will be  reimbursed  for  travel and  lodging  expenses  incurred  in
attending  these  meetings.  Adept's 1995  Director  Option Plan  provides  that
options  will be granted to  non-employee  directors of Adept under an automatic
nondiscretionary grant mechanism.  Upon joining the board of directors, each new
non-employee  director is  automatically  granted an option to  purchase  15,000
shares of common  stock.  Each  non-employee  director  is  granted an option to
purchase  3,000  shares of common stock  annually for so long as the  individual
remains a member of the board.  Messrs.  Codd,  Kelly and Mock each  received an
annual  grant of an option to purchase  3,000  shares of Adept  common  stock on
January 23, 2003 at an exercise  price of $.46 per share.  All the options  were
granted at the fair market value of the common  stock on the date of grant.  The
initial  grants  to  non-employee  directors  vest at a rate of 25% on the first
anniversary  of the date of grant and at a rate of 1/48th of the shares  subject
to the options per month thereafter, and the annual grants become exercisable at
a rate of 1/48th of the shares subject to the options on the monthly anniversary
of the date of grant.  In October  2003,  the board  amended  the 1995  Director
Option Plan to require shareholder approval to materially increase the number of
shares of common stock  authorized  for issuance or reduce the exercise price of
any outstanding option under the plan.

Executive Compensation

         The following Summary Compensation Table sets forth certain information
regarding the  compensation  of Adept's Chief  Executive  Officer for the fiscal
year ended June 30, 2003 and the other three most highly  compensated  executive
officers or former executive  officers of Adept who earned at least $100,000 for
the  fiscal  year  ended  June 30,  2003,  referred  to as the  Named  Executive
Officers.  Effective  November 4, 2003, Adept has a

                                       5
<PAGE>

new Chief Executive Officer,  Robert H. Bucher, who is not included in the Named
Executive  Officers as he was not Chief Executive Officer in fiscal 2003 and did
not receive any  compensation  from Adept  during the fiscal year ended June 30,
2003.  Mr.  Bucher is the only  current  executive  officer  of Adept who is not
included  in the  Named  Executive  Officers.  For  information  concerning  Mr.
Bucher's compensation arrangements see "Certain Transactions."

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                     Long-Term
                                                                                   Compensation
                                                    Annual Compensation (1)           Awards
                                                    -----------------------          -------
                                                                                     Number of
                                                                                    Securities
                                           Fiscal                                    Underlying         All other
 Name and Principal Position                Year      Salary          Bonus           Options          Compensation
 ---------------------------                ----      ------          -----           -------          ------------
<S>                                         <C>     <C>              <C>             <C>               <C>
Brian R. Carlisle.....................      2003    $207,132(3)         --                 0           $ 17,299(8)
   President and Director (2)               2002     225,903(4)         --           140,504(7)          19,144(9)
                                            2001     332,699                          25,000             15,294(10)
Bruce E. Shimano......................      2003     171,571(3)         --                 0             10,580(8)
   Vice President, Research and             2002     186,707(4)         --            67,600(7)          11,643(9)
   Development,
   Secretary and Director                   2001     218,000            --            20,000             13,284(10)
Michael W. Overby.....................      2003     164,794(3)         --                 0             10,009(8)
   Vice President of Finance and Chief      2002      62,133(4)         --           147,500(7)          10,377(9)
   Financial Officer                        2001     163,846         $20,000          30,000             11,226(10)
Marcy R. Alstott (5)..................      2003     126,499(6)         --                 0            235,756(8)
   Former Vice President, Operations        2002     162,658(4)         --            24,270(7)          64,487(9)
                                            2001     174,578            --            10,000             72,251(10)
</TABLE>

(1)      Other than salary,  bonus and all other compensation  described in this
         table, Adept did not pay the Named Executive Officers any compensation,
         including   incidental   personal   benefits   that  in  the  aggregate
         constituted an excess of 10% of the executive officer's salary.

(2)      Mr. Carlisle served as Adept's Chief Executive  Officer and Chairman of
         the Board  from June 1983 to  November  2003,  therefore  his  reported
         compensation  for  fiscal  years  2001,  2002  and  2003  reflects  his
         compensation  as Chief  Executive  Officer of Adept for the entirety of
         each of those respective fiscal years.

(3)      During  fiscal  2003,  Mr.  Carlisle  voluntarily  elected to forego an
         additional $67,404 otherwise payable in salary; Mr. Shimano voluntarily
         elected to forego an additional  $18,240  otherwise  payable in salary;
         and Mr.  Overby  voluntarily  elected to forego an  additional  $52,538
         otherwise  payable  in  salary.  These  salary  reduction  amounts  are
         reflected  in the  "Salary"  column  for the Named  Executive  Officers
         described in this table such that their total compensation  without the
         reduction  would have  equaled the sum of the amount  disclosed in this
         footnote plus the amount set forth in the "Salary" column above.  Adept
         has no  obligation  to pay these  salary  reduction  amounts.  See also
         footnote 7 of this Summary Compensation Table.

(4)      During  fiscal  2002,  Mr.  Carlisle  voluntarily  elected to forego an
         additional $95,489 otherwise payable in salary; Mr. Shimano voluntarily
         elected to forego an additional  $25,507  otherwise  payable in salary;
         Ms. Alstott voluntarily elected to forgo an additional $2,950 otherwise
         payable  in salary;  and Mr.  Overby  voluntarily  elected to forego an
         additional $86,752 otherwise payable in salary.  These salary reduction
         amounts are  reflected in the "Salary"  column for the Named  Executive
         Officers  described  in this table such that their  total  compensation
         without  the  reduction  would  have  equaled  the  sum of  the  amount
         disclosed  in this  footnote  plus the amount set forth in the "Salary"
         column above.  Adept has no  obligation  to pay these salary  reduction
         amounts. See also footnote 7 of this Summary Compensation Table.

                                       6
<PAGE>

(5)      Ms. Alstott  resigned as an executive  officer as of August 9, 2002 and
         terminated employment with Adept as of October 4, 2002.

(6)      Includes  $73,750 for severance paid in connection with the termination
         of Ms. Alstott's employment on October 4, 2002.

(7)      In October 2001, in lieu of salary  voluntarily  forgone during October
         through  December 2001, Mr.  Carlisle was granted 16,850  options,  Mr.
         Shimano 4,360 options, Ms. Alstott 1,770 options, and Mr. Overby 25,000
         options.  In December  2001, in lieu of salary  voluntarily  forgone in
         January 2002 through  December  2002,  Mr.  Carlisle was granted 67,404
         options, Mr. Shimano 18,240 options, and Mr. Overby 100,000 options.

(8)      Other  compensation  for fiscal  2003  consists  of (i) group term life
         excess premiums of $840 for Mr.  Carlisle,  $766 for Mr. Shimano,  $706
         for Mr. Overby, and $16 for Ms. Alstott,  (ii) automobile  allowance of
         $15,265  for Mr.  Carlisle,  $8,736 for  Messrs.  Shimano  and  Overby,
         respectively,  and  $2,593 for Ms.  Alstott,  (iii)  supplemental  life
         insurance premiums of $1,194 for Mr. Carlisle,  $1,078 for Mr. Shimano,
         $567 for Mr. Overby,  and $147 for Ms.  Alstott.  Also included for Ms.
         Alstott is loan  forgiveness and tax  reimbursement  of $53,000 per the
         terms of her April 1998 promissory note to Adept. In addition, included
         for  Ms.  Alstott  is  $180,000  representing  full  forgiveness  of  a
         remaining loan balance following termination of her employment pursuant
         to the terms of her April 1998 promissory  note to Adept.  See "Certain
         Transactions".  There were no matching contributions by Adept under its
         401(k) Plan in fiscal 2003.

(9)      Other  compensation  for fiscal  2002  consists  of (i) group term life
         excess premiums of $780 for Mr.  Carlisle,  $711 for Mr. Shimano,  $518
         for Mr. Overby, and $552 for Ms. Alstott,  (ii) automobile allowance of
         $14,041  for Mr.  Carlisle,  $8,736  for Mr.  Shimano,  $8,736  for Mr.
         Overby,  and $9,670 for Ms. Alstott,  (iii) supplemental life insurance
         premiums of $3,323 for Mr. Carlisle,  $2,096 for Mr. Shimano,  $568 for
         Mr. Overby,  and $612 for Ms. Alstott,  (iv) matching  contributions of
         $1,000 by Adept  under its 401(k)  Plan for each of  Messrs.  Carlisle,
         Shimano  and for Ms.  Alstott,  and $555 for Mr.  Overby,  and (v) loan
         forgiveness  and tax  reimbursement  of $52,653 for Ms. Alstott per the
         terms of her April 1998 promissory note to Adept.

(10)     Other  compensation  for fiscal  2001  consists  of (i) group term life
         excess premiums of $607 for Mr.  Carlisle,  $410 for Mr. Shimano,  $299
         for Mr. Overby, and $319 for Ms. Alstott;  (ii) automobile allowance of
         $10,181  for Mr.  Carlisle,  $8,736  for Mr.  Shimano,  $8,736  for Mr.
         Overby,  and $9,174 for Ms. Alstott;  (iii) supplemental life insurance
         premiums of $2,506 for Mr. Carlisle,  $2,183 for Mr. Shimano,  $556 for
         Mr. Overby,  and $599 for Ms. Alstott;  (iv) matching  contributions of
         $2,000 by Adept under its 401(k) Plan for each of Messrs.  Carlisle and
         Shimano and for Ms.  Alstott,  and $1,635 for Mr. Overby;  and (v) loan
         forgiveness and tax  reimbursement of $60,159 for Ms. Alstott according
         to the terms of her April 1998 promissory note to Adept.

OPTION GRANTS IN LAST FISCAL YEAR

         The option  grants  table has been  excluded  because none of the Named
Executive  Officers  was granted  options  during the fiscal year ended June 30,
2003.

AGGREGATED  OPTION  EXERCISES  IN LAST  FISCAL YEAR AND FISCAL  YEAR-END  OPTION
VALUES

         The option  exercises table has been excluded because none of the Named
Executive Officers exercised options during the fiscal year ended June 30, 2003.

Employment Contracts and Change-In-Control Arrangements

         Adept  had no  employment  contracts  with any of the  Named  Executive
Officers,  and no compensatory plans or arrangements with the executive officers
that were activated upon resignation, termination or retirement of any

                                       7
<PAGE>

executive  officer upon a change in control of Adept  through  fiscal year 2003.
Adept has entered  into an  employment  agreement  with its new Chief  Executive
Officer, Robert H. Bucher, however, which agreement contains provisions that may
be  activated  upon a change  in  control  of  Adept.  Mr.  Bucher's  employment
agreement is further described in "Certain Transactions."

Compensation Committee Interlocks and Insider Participation

         In fiscal 2003, the Compensation  Committee  consisted of Messrs.  Mock
and Pomeroy until Mr.  Pomeroy's  resignation in January 2003 at which point Mr.
Kelly was appointed to the Compensation  Committee.  Mr. Kelly has served on the
Compensation Committee since January 2003 and also serves as Vice-Chairman and a
managing director of Broadview International,  which during part of fiscal 2003,
served as a financial advisor to Adept.  Broadview no longer serves as financial
advisor to Adept, and no future  compensation  will be payable to Broadview as a
result of the services it provided.  See  "Certain  Transactions."  Mr. Codd was
appointed to the Compensation Committee in October 2003.

Report of Compensation Committee of the Board of Directors

         This  Report  of the  Compensation  Committee  will not be deemed to be
"soliciting  material"  or  to be  "filed"  with  the  Securities  and  Exchange
Commission,  nor will such  information  be  incorporated  by reference into any
future  filing  under  the  Securities  Act of 1933,  as  amended,  or under the
Securities  Exchange  Act of 1934,  as amended,  except to the extent that Adept
specifically incorporates this information by reference into such filing.

         The following is the Report of the  Compensation  Committee  describing
the  compensation  policies  and  rationales  applicable  to  Adept's  executive
officers with respect to the compensation paid to our executive officers for the
fiscal year ended June 30, 2003.

         General.  The  responsibilities  of the  Compensation  Committee are to
administer  Adept's various incentive plans,  including the 1995 Director Option
Plan,  1993 Stock Plan and 2001 Stock Option Plan,  collectively  referred to as
the  Equity  Plans,  review  and  approve  Adept's  benefit  plans,  and  to set
compensation policies applicable to Adept's executive officers.  The Committee's
fundamental   policy  is  to  offer  Adept's  executive   officers   competitive
compensation  opportunities  based upon the overall  performance  of Adept,  the
individual contribution of officers to the financial success of Adept and market
rates of  compensation at similarly  situated  technology  companies.  It is the
Committee's  objective to have a  substantial  portion of each  officer's  total
compensation contingent upon Adept's performance,  as well as upon the officer's
own level of performance.  Accordingly,  each executive  officer's  compensation
package is generally  comprised  of three  elements:  (i) base salary,  which is
established primarily on the basis of individual qualifications, performance and
market  considerations,  (ii) annual variable performance awards payable in cash
and  tied  to  Adept's  achievement  of  financial  performance  goals  and  the
executive's  contribution to the achievement of those goals, and (iii) long-term
stock-based  incentive  awards that are intended to strengthen  the mutuality of
interests between the executive officers and the shareholders.

         Base Salary.  Individual  salaries are  determined  based on individual
experience,   performance  and  breadth  of  responsibility  within  Adept.  The
Compensation  Committee  reviews these factors for each  executive  officer each
year. In addition,  the Compensation  Committee  considers  executive  officers'
salaries for relative competitiveness with similarly situated companies.

         Bonuses.  The Compensation  Committee sets new goals for each executive
and  Adept as a whole  each  fiscal  year on the basis of past  performance  and
objectives  for the next fiscal  year.  Cash awards were not paid to our current
executive officers in fiscal 2003.

         Equity  Plans.  The  Equity  Plans are  long-term  incentive  plans for
Adept's employees, executive officers and directors. These plans are intended to
align  shareholder  and  employee  interests  by creating a direct link  between
long-term  rewards  and the  value  of  Adept  common  stock.  The  Compensation
Committee  believes that  long-term  stock  ownership by executive  officers and
employees is an important  factor in retaining valued employees and in achieving
growth in share  value.  The options  utilize  vesting  periods  that  encourage
employees  to  continue  in the employ of Adept.  Because the value of an option
bears a direct  relationship to Adept's stock price, the

                                       8
<PAGE>

Compensation  Committee  believes that options motivate  executive  officers and
employees to manage Adept in a manner which will benefit all shareholders.

         The Equity Plans  authorize the  Compensation  Committee to award stock
options to  employees at any time.  The  exercise  price per share of each stock
option is  generally  equal to the  prevailing  market price of a share of Adept
common stock on the date the option is granted.  The size of stock option grants
is determined by a number of factors,  including  comparable grants to executive
officers and employees of similarly situated companies, as well as the executive
officer's  relative  position and  responsibilities  with Adept,  the individual
performance  of the  executive  officer  over  the  previous  fiscal  year,  the
anticipated  contribution of the executive  officer to the attainment of Adept's
long-term strategic  performance goals, the dilutive effect of the option grant,
and,  with  respect to the 2001 Stock  Option  Plan only in certain  cases,  the
amount of the salary reduction taken by the employee.  The Committee views stock
option  grants as an  important  component of its  long-term,  performance-based
compensation philosophy.

         CEO Compensation.

         Compensation  for the CEO is  determined  through a process  similar to
that discussed above for the other executive  officers.  The compensation of Mr.
Carlisle, Adept's CEO from June 1983 to November 2003, consisted of base salary,
bonuses and stock  options.  The board of  directors  periodically  reviewed Mr.
Carlisle's  base  salary and bonus and  revised  his  compensation  based on the
board's overall  evaluation of his performance toward the achievement of Adept's
financial,  strategic and other goals, with consideration given to his length of
service and to competitive chief executive officer compensation information.  In
fiscal  2003,  Mr.  Carlisle  earned a base  salary  of  $274,536  as set by the
Committee,  which  represented a salary  decrease of over $46,000 from his prior
year base  salary.  Mr.  Carlisle  voluntarily  elected to forgo  $67,404 of his
otherwise  payable base salary,  however,  and consequently was paid $207,132 in
base  salary  for  fiscal  2003.  Adept has no  obligation  to pay Mr.  Carlisle
foregone  amounts.  For fiscal  2003,  based upon its review of Adept's  overall
financial and business  performance  during the year as well as its  performance
relative  to  competitors,  the  Committee  did not grant  bonuses to any of its
executive  officers,  including  Mr.  Carlisle.  In  addition,  none of  Adept's
executive  officers  were  granted any stock  options in fiscal  2003;  however,
shortly after the fiscal year end, a stock option grant was made to Mr. Carlisle
under the 2001 Stock Option Plan.  Compensation  for Adept's new Chief Executive
Officer, Robert H. Bucher, is described in Certain Transactions.

         Section  162(m).  The board of directors has  considered  the potential
future  effects  of  Section  162(m)  of  the  Internal   Revenue  Code  on  the
compensation paid to Adept's executive officers.  Section 162(m) disallows a tax
deduction  for  any  publicly-held   corporation  for  individual   compensation
exceeding $1 million in any taxable year for any of the executive officers named
in the proxy statement, unless the compensation is performance-based.  Adept has
adopted a policy that, where reasonably practicable,  Adept will seek to qualify
the variable  compensation paid to its executive  officers for an exemption from
the deductibility limitations of Section 162(m) if such provision is applicable.

Respectfully  submitted by the Compensation  Committee of the Board of Directors
of Adept Technology, Inc. for the fiscal year ended June 30, 2003,

Cary R. Mock
Michael Kelly

                                       9
<PAGE>

                    STOCK PRICE PERFORMANCE MEASUREMENT GRAPH

         The stock price performance graph set forth below assumes that $100 was
invested on June 30, 1998 in Adept  common  stock and in The Nasdaq Stock Market
U.S. Index and in a Peer Group Index,  comprised of 14 companies in the robotics
and vision systems industries, and that all dividends were reinvested.

         The  information  set  forth  under  this  caption  is  not  soliciting
material, is not deemed to be filed with the Securities and Exchange Commission,
and is not to be  incorporated  by reference  into any filing by Adept under the
Securities Act of 1933 or under the Securities  Exchange Act of 1934,  except to
the extent that Adept  specifically  incorporates  this information by reference
into any filings.

         [The  following  descriptive  data is supplied in accordance  with Rule
304(d) of Regulation S-T.]

<TABLE>
<CAPTION>
                                                                   Cumulative Total Return

                                           6/30/98      6/30/99         6/30/00      6/30/01      6/30/02     6/30/03
                                           -------      -------         -------      -------      -------     -------
<S>                                        <C>          <C>             <C>          <C>           <C>          <C>
ADEPT TECHNOLOGY, INC.                     $100.00      $128.93         $618.18      $130.91      $ 27.77     $  5.82
NASDAQ STOCK MARKET (U.S.)                  100.00       143.67          212.43       115.46        78.65       87.33
PEER GROUP                                  100.00       170.67          285.09       245.76       187.16      183.02
</TABLE>

                                [OBJECT OMITTED]

                                       10
<PAGE>

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership  of the  outstanding  shares  of Adept  common  stock  and
preferred stock as of November 6, 2003 held by:

         o    each person who is known by Adept to beneficially own more than 5%
              of  the  outstanding   shares  of  Adept's  Series  A  convertible
              preferred  stock,  Series B convertible  preferred stock or common
              stock;

         o    each director of Adept;

         o    each of the executive officers and one former executive officer of
              Adept named in the Summary Compensation Table below; and

         o    all current directors and executive officers of Adept as a group.

         Beneficial  ownership is determined in accordance with the rules of the
Securities and Exchange  Commission,  or SEC, and includes voting and investment
power  with  respect  to shares.  Shares of common  stock  subject to options or
issuable upon  conversion of  convertible  securities  currently  exercisable or
exercisable  within 60 days after  November 6, 2003 are deemed  outstanding  for
computing the percentage  ownership of the person  holding the options,  but are
not deemed outstanding for computing the percentage of any other person.  Unless
otherwise  indicated,  the principal address of each of the following persons is
c/o Adept Technology, Inc., 3011 Triad Drive, Livermore, California 94551.

<TABLE>
<CAPTION>
                                            Series A Preferred       Series B Preferred          Common Shares
                                            ------------------       ------------------          -------------
                                            Beneficially Owned       Beneficially Owned        Beneficially Owned
                                            ------------------       ------------------        ------------------

Beneficial Owner                          Number        Percent       Number     Percent      Number      Percent(1)
----------------                          ------        -------       ------     -------      ------      ----------
<S>                                       <C>           <C>           <C>         <C>       <C>             <C>
JDS Uniphase Corporation (2)(3)
   210 Baypointe Parkway
   San Jose, California  95134......      78,000        100.0%        22,000      100.0%    3,074,134       16.6%
Kopp Investment Advisors Inc. (4)
   7701 France Avenue South, Suite 500      --            --            --          --      1,506,544        9.8%
   Edina, Minnesota  55435..........
State of Wisconsin (5)
   121 East Wilson St., 2nd Floor
   Madison, Wisconsin  53702........        --            --            --          --      1,850,000       12.0%
Tri-Valley Campus I, LLC (6)
   2755 Campus Drive, Suite 100
   San Mateo, California  94403.....        --            --            --          --      3,000,000       16.2%
Brian R. Carlisle (7)...............        --            --            --          --        651,598        4.2%
Bruce E. Shimano (8)................        --            --            --          --        484,684        3.1%
Michael W. Overby (9)...............        --            --            --          --        244,239        1.6%
Robert H. Bucher (10)...............        --            --            --          --         25,000         *
Marcy R. Alstott (11)...............        --            --            --          --          6,918         *
John E. Pomeroy (12)................        --            --            --          --          5,000         *
Cary R. Mock (13)...................        --            --            --          --         30,561         *
Michael P. Kelly (14)...............        --            --            --          --         27,561         *
Ronald E.F. Codd (15)...............        --            --            --          --         21,561         *
All current executive officers and
   directors as a group (7 persons)         --            --            --          --      1,497,122        9.7%
   (16)
----------
* Less than 1%
</TABLE>
                                       11
<PAGE>

         This table is based upon  information  supplied by officers,  directors
and  principal  shareholders,  and  Schedules  13D and 13G  filed  with the SEC.
Beneficial  ownership of greater than five percent of Adept's outstanding common
stock reflects ownership as of the most recent date indicated under filings with
the SEC except as noted below, while beneficial  ownership of executive officers
and directors is as of November 6, 2003.

(1)      Applicable  percentage  ownership for all  shareholders  other than JDS
         Uniphase  and  Tri-Valley  Campus  I,  LLC  ("Tri-Valley")  is based on
         15,447,911  shares of common stock  outstanding  as of November 6, 2003
         together  with  options  for  the  applicable   shareholder   currently
         exercisable or  exercisable  within 60 days after November 6, 2003. The
         number  of  shares   outstanding  for  the  calculation  of  percentage
         ownership  for JDS Uniphase  includes  shares of common stock for which
         JDS  Uniphase  has the right to acquire  beneficial  ownership  through
         conversion  of the shares of the  preferred  stock of Adept held by JDS
         Uniphase  as if such  conversion  occurred  on  November 6, 2003 due to
         certain limitations of the preferred stock. See Notes 2 and 3 below for
         more  information  regarding the preferred stock and JDS Uniphase.  The
         number of shares  outstanding  for the  calculation  of  percentage  of
         ownership  for  Tri-Valley  includes  shares of common  stock for which
         Tri-Valley  has the  right  to  acquire  beneficial  ownership  through
         conversion  of a  convertible  subordinated  note  issued  by  Adept to
         Tri-Valley  on August 6,  2003.  See Note 6 below for more  information
         regarding the common stock and Tri-Valley.

(2)      Includes  3,056,235  shares of common stock which JDSU has the right to
         vote as holder of 100,000 shares of preferred  stock.  See Note 3 below
         for a discussion  of  beneficial  ownership and refer to the section of
         this proxy statement  entitled "Certain  Transactions" for a discussion
         of the agreement  regarding voting between Adept and JDS Uniphase which
         covers the preferred shares.

(3)      The number of shares of common stock into which the preferred stock may
         be converted is subject to  adjustment  based upon the trading price of
         Adept common stock at the time of  conversion.  As of November 6, 2003,
         the shares of  preferred  stock held by JDS Uniphase  were  convertible
         into  3,074,134  shares  of  Adept  common  stock  if the  shares  were
         converted  on that date due to the  limitations  described  below.  The
         preferred  stock may be converted  into shares of Adept common stock at
         any time and will automatically be converted into Adept common stock on
         October 29, 2004.  The preferred  stock may be converted into shares of
         Adept common stock at a rate of the initial purchase price divided by a
         denominator  equal to the lesser of $8.18, or 75% of the 30 day average
         closing  price  of  Adept  common  stock   immediately   preceding  the
         conversion date.  However, as a result of a waiver of events of default
         by the  preferred  shareholder  other than in  connection  with certain
         liquidity  events that are not  approved by the board of  directors  of
         Adept, such as a shareholder-approved plan of liquidation or unapproved
         takeover,  the denominator for the determination of the conversion rate
         with  respect to the Series B  preferred  stock  shall not be less than
         $4.09 and with  respect to the Series A  preferred  stock  shall not be
         less than $2.05,  even if the  denominator  for the conversion  rate at
         such  time  would  be less  than  $4.09  and  $2.05  respectively.  The
         preferred stock shall not be convertible, in the aggregate, into 20% or
         more of Adept's  outstanding voting securities.  No holder of preferred
         stock may convert shares of preferred  stock if, after the  conversion,
         the  holder  will  hold  20% or  more  of  Adept's  outstanding  voting
         securities.  Shares not permitted to be converted  remain  outstanding,
         unless  redeemed,  and become  convertible  when such holder holds less
         than 20% of Adept's outstanding voting securities.  As a result, as the
         number  of  outstanding  shares  of  Adept  increases  (including  upon
         exercise of options,  warrants or conversion of  convertible  notes) or
         the preferred  stockholder  reduces the shares of voting stock it owns,
         the number of shares into which the preferred  stock may be convertible
         proportionately increases. Adept has the right, but not the obligation,
         to  redeem  shares  of the  Series  A  preferred  stock  under  certain
         conditions and, if redeemed, such shares of preferred stock will not be
         convertible into common stock.

(4)      Reflects  ownership as reported on Schedule 13G/A filed with the SEC on
         February  4, 2003 by Kopp  Investment  Advisors,  Inc.,  or KIA. As set
         forth in KIA's filing, this figure represents shares beneficially owned
         by (i) KIA, a registered investment advisor, (ii) Kopp Holding Company,
         and (iii) LeRoy C. Kopp  individually  and through his  ownership  of a
         controlling  interest in KIA and his control over Kopp Holding and Kopp
         Funds.  KIA  beneficially  owns 1,331,544 shares of Adept common stock,
         has sole voting power over 985,000 shares,  sole dispositive power over
         750,000 shares and shared  dispositive power over 581,544

                                       12
<PAGE>

         shares.  Kopp Holding also  beneficially owns 1,331,544 shares of Adept
         common stock. Mr. Kopp has beneficial  ownership of 1,506,544 shares of
         Adept common stock and sole voting and  dispositive  power over 175,000
         shares of Adept common stock.

(5)      Reflects  ownership  as reported on Schedule  13G filed with the SEC on
         February  11,  2003 by the State of  Wisconsin  Investment  Board which
         beneficially  owns  1,850,000  shares of Adept common  stock,  has sole
         voting  power  of  1,850,000  shares  and  sole  dispositive  power  of
         1,850,000 shares.

(6)      Reflects beneficial ownership of 3,000,000 shares of Adept common stock
         which  Tri-Valley  has the right to acquire upon  conversion of a three
         year,  $3.0 million  convertible  subordinated  note issued by Adept in
         favor of Tri-Valley on August 6, 2003, bearing an interest rate of 6.0%
         and a right to convert into common stock at an exercise  price of $1.00
         per  share.  Under  the  terms of the  convertible  subordinated  note,
         Tri-Valley  may  elect  at any time to  convert  all or any part of the
         outstanding principal balance of the convertible subordinated note into
         shares of Adept common stock. The principal  balance of the convertible
         subordinated  note is $3,000,000,  convertible into 3,000,000 shares of
         Adept common stock if  Tri-Valley  were to elect to convert 100% of the
         principal  balance into Adept common stock.  Adept may elect to convert
         interest  owing  under the  convertible  subordinated  note into common
         stock. To the knowledge of Adept, Tri-Valley does not have ownership of
         any  outstanding  shares of common stock at this time and currently has
         no voting power or  dispositive  power over any  outstanding  shares of
         Adept common stock.  Upon any election by Tri-Valley to convert amounts
         owing  under the  convertible  subordinated  note into shares of common
         stock,  Tri-Valley  will have sole voting  power over the common  stock
         issued pursuant to the conversion and sole  dispositive  power over the
         common stock issued pursuant to the conversion. Refer to the section of
         this proxy statement  entitled "Certain  Transactions" for a discussion
         of the  convertible  subordinated  note  issued by Adept to  Tri-Valley
         which provides Tri-Valley the right to acquire common stock.

(7)      Includes  359,551  shares of common  stock which may be  acquired  upon
         exercise  of options  which are  presently  exercisable  or will become
         exercisable  within  60 days of  November  6,  2003.  Mr.  Carlisle  is
         President and a director of Adept.

(8)      Includes  237,835  shares of common  stock which may be  acquired  upon
         exercise  of options  which are  presently  exercisable  or will become
         exercisable  within 60 days of  November 6, 2003.  Mr.  Shimano is Vice
         President, Research and Development, Secretary and a director of Adept.

(9)      Includes  204,819  shares of common  stock which may be  acquired  upon
         exercise  of options  which are  presently  exercisable  or will become
         exercisable  within 60 days of  November  6, 2003.  Mr.  Overby is Vice
         President of Finance and Chief Financial Officer of Adept.

(10)     Includes  25,000  shares of common  stock  which may be  acquired  upon
         exercise  of options  which will become  exercisable  within 60 days of
         November 6, 2003. Mr. Bucher is Chief Executive Officer and Chairman of
         the Board of Directors of Adept.

(11)     Ms. Alstott served as Vice President,  Operations of Adept until August
         9, 2002 and terminated her employment with Adept as of October 4, 2002.

(12)     Mr. Pomeroy resigned as a director of Adept effective January 15, 2003.

(13)     Represents  30,561  shares of common  stock which may be acquired  upon
         exercise  of options  which are  presently  exercisable  or will become
         exercisable  within 60 days of November 6, 2003. Mr. Mock is a director
         of Adept.

(14)     Represents  27,561  shares of common  stock which may be acquired  upon
         exercise  of options  which are  presently  exercisable  or will become
         exercisable within 60 days of November 6, 2003. Mr. Kelly is a director
         of Adept.

                                       13
<PAGE>

(15)     Includes  16,561  shares of common  stock  which may be  acquired  upon
         exercise  of options  which are  presently  exercisable  or will become
         exercisable  within 60 days of November 6, 2003. Mr. Codd is a director
         of Adept.

(16)     Includes  901,888  shares of common  stock which may be  acquired  upon
         exercise  of options  which are  presently  exercisable  or will become
         exercisable within 60 days of November 6, 2003.


Disclosure   regarding   "Securities   Authorized   for  Issuance  under  Equity
Compensation  Plans" in included in Adept's  Annual  Report on Form 10-K/A filed
with the SEC on October 8, 2003.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Transactions

         Adept  entered into an  employment  agreement  dated  November 3, 2003,
referred  to as the  Employment  Agreement,  with  Mr.  Robert  H.  Bucher.  The
Employment  Agreement provides,  among other things, for Mr. Bucher's employment
as Chief  Executive  Officer at an initial base salary of $300,000 per year. Mr.
Bucher, who began serving as Chief Executive Officer of Adept effective November
4, 2003, is an employee of Adept's Canadian wholly-owned subsidiary.  Mr. Bucher
is also provided  interim  travel and  relocation  assistance  including  travel
reimbursement of up to $4,000 per month, plus the difference between accumulated
travel  reimbursements  and  $50,000  upon Mr.  Bucher's  relocation.  Under the
Employment  Agreement,  Mr.  Bucher is also  eligible  to earn  annual  variable
incentive  compensation  in an amount up to 100% of his base salary,  subject to
Mr. Bucher and Adept  achieving  certain  individual  and corporate  performance
goals to be  determined.  Any  amount of  incentive  compensation  earned by Mr.
Bucher becomes payable only upon Adept achieving a specified level of cumulative
positive cash flow.  The  Employment  Agreement also provided for the grant of a
stock option for 600,000  shares of common stock under Adept's 2001 Stock Option
Plan.  The option was granted to Mr.  Bucher on November 3, 2003. In addition to
the above grant, the Employment  Agreement provides for the potential grant of a
stock option for 50,000  shares of common stock under  Adept's 2001 Stock Option
Plan upon the  achievement  of specific  goals to be mutually  determined by Mr.
Bucher and the  Compensation  Committee.  In the event of a change in control of
Adept,  as defined in the 2001 Stock Option Plan, in which the surviving  entity
does not offer Mr. Bucher  employment in a substantially  identical  capacity as
Mr. Bucher's employment with Adept or one of its subsidiaries  immediately prior
to  the  change  of  control  with  substantially  similar  compensation  to the
compensation being paid to Mr. Bucher at the time of such change in control, Mr.
Bucher will be granted a lump sum payment of six months' base salary and vesting
will accelerate as to 1/4th of the aggregate options granted to Mr. Bucher under
the  Employment  Agreement  (which is  equivalent  to an additional 12 months of
vesting).

         On April 27, 1998, Adept loaned Marcy Alstott the sum of $300,000 under
a promissory note. Except in certain circumstances,  Adept agreed to forgive the
loan at a rate of 10% per year beginning on March 23, 1999 and in the event that
Ms. Alstott  terminated her employment after March 28, 2002 or was terminated by
Adept,  the  principal  balance of the loan was no longer an  obligation  of Ms.
Alstott.  Ms.  Alstott was obligated to pay interest  annually on the note based
upon the applicable  federal short-term rate for each six-month period beginning
May 1, 1999. Ms. Alstott ceased to be an executive officer of Adept on August 9,
2002. At the time of  termination of her employment in October 2002, the balance
on the loan was  $180,000  and the loan  was  forgiven  by Adept in full  during
fiscal 2003 pursuant to the terms of the 1998  promissory note and her severance
agreement with Adept.

         Effective  September 2002, Adept entered into a Severance Agreement and
Release of All Claims with Ms.  Alstott.  Ms.  Alstott's  employment  with Adept
terminated on October 4, 2002 and as part of a severance package, Adept paid Ms.
Alstott  $126,750 in severance and a one-time  payment of $53,000,  representing
loan forgiveness and tax  reimbursement for 2003 per the terms of her April 1998
promissory note to Adept, plus medical insurance coverage through November 2002.
In return for these  payments and benefits,  Ms. Alstott agreed to release Adept
from any potential claims.

         Pursuant to a Securities Purchase and Investor Rights Agreement,  dated
as of October 22, 2001,  between JDS Uniphase,  a worldwide  optical  technology
company (Nasdaq:  JDSU),  and Adept, JDS Uniphase  purchased in a private equity
financing  78,000  shares of Adept's  Series A  Preferred  and 22,000  shares of
Adept's  Series B Preferred

                                       14
<PAGE>

for a purchase  price of $25 million.  Copies of the relevant  documents for the
private placement of preferred stock were filed as exhibits to Adept's Quarterly
Report on Form 10-Q for the quarter ended September 29, 2001 filed with the SEC.
As  part  of  this  agreement,  JDS  Uniphase  agreed  that  for so  long  as it
beneficially  owns at least 5% of Adept's voting  securities,  JDS Uniphase will
vote  all of its  shares  for  Adept  management's  nominees  for the  board  of
directors  and in  accordance  with  the  recommendation  of  Adept's  board  of
directors with respect to any merger, combination,  reorganization,  acquisition
or sale of  assets  or  securities,  except if such  transaction  would,  in the
reasonable judgment of JDS Uniphase's board of directors,  materially impair the
value of its equity  interest in Adept.  For all other  transactions or matters,
JDS Uniphase will vote its shares in the same manner and proportion as the votes
cast by a majority of the  outstanding  shares of common  stock,  excluding  all
shares held by JDS Uniphase and its  affiliates.  JDS Uniphase is currently  the
beneficial  owner of 100% of  Adept's  outstanding  preferred  stock  and,  as a
result, beneficially owns over 5% of Adept's outstanding common stock.

         In  December  2002,  Adept and JDS  Uniphase  agreed to  terminate  the
supply,  development and license agreement entered into by them in October 2001.
The purpose of the joint development agreement was to formalize the relationship
between  Adept and JDS  Uniphase,  provide a mechanism to share  technology  and
development  ideas while  preserving  and protecting  each other's  intellectual
property for the industries each party served.  Under this agreement,  Adept was
obligated to work with JDS Uniphase's internal automation organization, referred
to as Optical Process Automation, or OPA, to develop solutions for component and
module manufacturing processes for sub-micron tolerance assemblies. JDS Uniphase
retained sole rights for fiberoptic  applications developed under this contract.
For non-fiberoptic  applications of component and module manufacturing processes
developed  by OPA,  Adept was  obligated  to pay up to  $1,000,000  each  fiscal
quarter for the  planned  five-quarter  effort.  Due to  changing  economic  and
business  circumstances  and the  curtailment of development by JDS Uniphase and
termination  of  their  OPA  operations,  both  parties  determined  that  these
development  services were no longer in their mutual best interests.  As part of
the  termination,  Adept executed a $1,000,000  promissory  note in favor of JDS
Uniphase  earning  interest  at a  rate  of 7% per  year  payable  on or  before
September  30, 2004.  JDS  Uniphase has the right to require  Adept to apply any
additional  financing  received  prior to  maturity,  first to  repayment of the
outstanding  balance under the  promissory  note.  In addition,  in the event of
Adept's  insolvency or inability to pay its debts when they become due, an event
of default occurs under the promissory  note. An event of default will result in
the immediate acceleration of the promissory note and the unpaid balance and all
accrued  interest  will become  immediately  due and payable.  The payments made
prior to termination plus the promissory note represent payment in full by Adept
for the  development  services  performed  by JDS  Uniphase,  and  there  are no
remaining  payment  obligations  arising  from  the  agreement.   All  licenses,
licensing  rights and other rights and obligations  arising from the development
work performed under the contract before  termination  survive its  termination.
Adept  also  agreed  to seek  shareholder  approval  to amend  the date that the
preferred  stock held by JDS Uniphase  automatically  converts into Adept common
stock  from  October  29,  2004 to October  29,  2005 to allow JDS  Uniphase  an
additional  year to maintain its position as a preferred  shareholder or convert
the preferred stock into shares of Adept common stock.  JDS Uniphase waived this
obligation of Adept in October 2003.

         In  August  2002,  Adept  engaged  Broadview  International,   LLC,  an
international  mergers  and  acquisitions  advisory  firm,  to  assist  Adept in
evaluating  its  current  business  and  strategic  focus  as well as to  assess
possible  partners that would be  synergistic  when  combined  with Adept.  Mike
Kelly,  a director  of Adept,  is  currently  Vice-Chairman  and has served as a
managing director of Broadview  International,  LLC. The engagement of Broadview
International,  LLC, was approved by a majority of the disinterested  members of
the board of  directors.  Adept paid a $50,000  engagement  fee to  Broadview in
October 2002. In early 2003, the  engagement  was  terminated by its terms.  The
engagement   agreement  with  Broadview   provided  that,   subject  to  certain
exceptions, Broadview would be entitled to payment of a success fee in the event
that a transaction was completed within one year of the agreement's  termination
date with a party with whom contact was  initiated  or  developed by  Broadview,
Adept or a third party prior to the  termination  date.  Broadview has agreed to
waive any  obligation of Adept to pay any success fee or other  compensation  to
which  Broadview may have been or otherwise be entitled under the agreement as a
result of any  transaction  completed after the  termination  date.  There is no
further  fee,  expense  reimbursement  or other  compensation  owing  under  the
engagement  agreement,  and no compensation will be payable to Broadview for any
transaction which may be completed by Adept.

         On August 6, 2003, we completed a lease  restructuring  with Tri-Valley
Campus LLC, the landlord for our Livermore,  California  corporate  headquarters
and facilities who was not affiliated with Adept. Under the lease amendment,  we
were released of our lease obligations for two unoccupied buildings in Livermore
and received a

                                       15
<PAGE>

rent reduction on the occupied  building from $1.55 to $1.10 per square foot for
a lease term  extending  until May 31, 2011.  In addition,  the lease  amendment
carries  liquidated  damages  in the  event of  default  on the  lease  payments
equivalent to one year of rent  obligations on the original  lease. In the event
of Adept's  bankruptcy  or a failure to make  payments  to the  landlord  of our
Livermore,  California  facilities within three days after a written notice from
the  landlord,  a default  would be triggered on the lease.  Finally,  under the
lease amendment the Company agreed to relocate once to another facility anywhere
in the South or East Bay Area between San Jose and  Livermore at the  landlord's
option,  provided  that the new facility is  comparable  and upon  providing the
Company  reasonable  notice  and  paying  the  Company's  moving  expenses.   In
connection  with the lease  restructuring,  we issued a three year, $3.0 million
convertible subordinated note due June 30, 2006 in favor of the landlord bearing
an  annual  interest  rate of 6.0%,  which is  subordinated  to our  receivables
purchase  facility with Silicon Valley Bank.  Principal and interest are payable
in cash,  unless  the  landlord  elects to convert  the note into the  Company's
common stock, in which case interest on the principal  amount  converted will be
paid, at the election of the Company,  in cash, by converting such interest into
principal amount or by issuance of Company common stock. The note is convertible
at any time at the option of the holder into common stock at a conversion  price
of $1.00  per  share  and the  resulting  shares  carry  certain  other  rights,
including  piggyback  registration  rights and co-sale rights in equity sales by
Adept or its management. Payment under the note will be accelerated in the event
of a default,  including the insolvency or bankruptcy of Adept,  Adept's failure
to pay its  obligations  under the note when due,  Adept's  default  on  certain
material agreements, including the Livermore lease, the occurrence of a material
adverse  change  with  respect  to  Adept's  business  or  ability  to  pay  its
obligations  under  the  note,  or a change  of  control  of Adept  without  the
landlord's  consent.  Adept  continues to lease its  Livermore  facilities  from
Tri-Valley  Campus LLC,  and lease  payments  for fiscal 2004 are expected to be
approximately $1.0 million.

                                       16
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)(3) Exhibits

          2.1     Share Purchase  Agreement  among Marc Tremblay,  Alain Rivard,
                  Eric St-Pierre,  Pierre Boivin, 9044-0108 Quebec Inc., Societe
                  Innovatech Quebec et  Chaudiere-Appalaches,  Sofinov,  Societe
                  Financiere  d'Innovation  Inc.,  Business  Development Bank of
                  Canada,  Christian  Labbe,  Patrick  Murphy and certain  other
                  shareholders  named therein,  Adept Technology  Canada Holding
                  Co.,  and  Registrant,  dated July 21, 2000  (incorporated  by
                  reference to Exhibit 2.1 to the Registrant's Current Report on
                  Form 8-K/A filed with the Securities  and Exchange  Commission
                  on October 25, 2000).+

          3.1     Amended  and  Restated   Articles  of   Incorporation  of  the
                  Registrant  (incorporated  by  reference to Exhibit 3.1 to the
                  Registrant's   Registration   Statement  on  Form  S-  1  (No.
                  33-98816) (the "1995 Form S-1")).

          3.2     Certificate of Amendment of Articles of  Incorporation  of the
                  Registrant  filed with the Secretary of State of California on
                  November 17, 2000 (incorporated by reference to Exhibit 3.2 to
                  the  Registrant's  Registration  Statement  on Form  S-1  (No.
                  333-48638)).

          3.3     Amended and Restated Bylaws of the  Registrant,  as amended to
                  date.

          3.4     Statement  of  Preferences  of Series A and Series B Preferred
                  Stock  (incorporated  by  reference  to  Exhibit  3.1  to  the
                  Registrant's  Form 10-Q for the fiscal quarter ended September
                  29, 2001 (the "2002 First Quarter 10-Q")).

          4.1     Form  of  Stock  Certificate  (incorporated  by  reference  to
                  Exhibit 4.2 to the 1995 Form S-1).

          4.2     Securities  Purchase  and  Investor  Rights  Agreement,  dated
                  October 22,  2001,  between the  Registrant  and JDS  Uniphase
                  Corporation  (incorporated  by reference to Exhibit 4.1 to the
                  Registrant's  2002 First Quarter  10-Q).

         10.1*    1993  Stock Plan as  amended,  and form of  agreement  thereto
                  (incorporated  by reference to Exhibit 4.1 to the Registrant's
                  Registration  Statement on Form S-8 filed with the  Securities
                  and Exchange Commission on November 20, 2000, No. 333-50292).

         10.2*    1998  Employee  Stock  Purchase  Plan as amended,  and form of
                  agreements thereto  (incorporated by reference to Exhibit 10.1
                  to the  Registrant's  Form 10-Q for the fiscal  quarter  ended
                  September 28, 2002).

         10.3*    1995  Director  Option Plan as amended,  and form of agreement
                  thereto  (incorporated  by  reference  to Exhibit  10.4 to the
                  Registrant's Form 10-K for the fiscal year ended June 30, 1997
                  (the "1997 Form 10-K")).

         10.4     Form of  Indemnification  Agreement between the Registrant and
                  its  officers  and  directors  (incorporated  by  reference to
                  Exhibit 10.5 to the 1995 Form S-1).

         10.5     Office  Building  Lease  between  Registrant  and Puente Hills
                  Business   Center  II  dated   May  20,   1993,   as   amended
                  (incorporated  by reference to Exhibit 10.6.2 to the 1995 Form
                  S-1).

         10.6     Lease  Agreement  dated  as of  April  30,  1998  between  the
                  Registrant and the Joseph and Eda Pell  Revocable  Trust dated
                  August 18, 1989  (incorporated by reference to Exhibit 10.9 to
                  the 1998 Form 10-K).

                                       17
<PAGE>

         10.7     Lease  Agreement dated June 1, 1998 between the Registrant and
                  Technology  Centre  Associates LLC for the premises located at
                  180 Rose Orchard Way, San Jose,  California  (incorporated  by
                  reference to Exhibit 10.10 to the 1998 Form 10-K).

         10.8     First  Amendment to Lease Agreement dated June 1, 1998 between
                  the Registrant and Technology Centre Associates LLC dated July
                  31, 1998  (incorporated by reference to Exhibit 10.10.1 to the
                  1998 Form 10-K).

         10.9     Lease  Agreement  dated June 1, 1998  between  Registrant  and
                  Technology  Centre  Associates LLC for the premises located at
                  150 Rose Orchard Way, San Jose,  California  (incorporated  by
                  reference  to Exhibit 10.2 to the  Registrant's  Form 10-Q for
                  the fiscal  quarter ended  September 30, 2000 (the "2001 First
                  Quarter Form 10-Q")).

         10.10    Second  Amendment  to Lease  Agreement  dated  March 31,  2000
                  between  Registrant and Technology Centre Associates LLC dated
                  July 31, 1998 (incorporated by reference to Exhibit 10.10.3 to
                  the 2000 Form 10-K).

         10.11    First  Addendum  to Lease  Agreement  dated  August  18,  1999
                  between  Registrant  and Joseph and Eda Pell  Revocable  Trust
                  dated  August 18, 1989  (incorporated  by reference to Exhibit
                  10.24 to the 2000 Form 10-K).

         10.12    Lease Agreement dated May 19, 2000 between NanoMotion Inc. and
                  United  Insurance Co. of America for premises located at Santa
                  Barbara,  California  (incorporated  by  reference  to Exhibit
                  10.10.6 to the 2000 Form 10-K).

         10.13**  Original Equipment  Manufacturer  Agreement between Registrant
                  and Hirata Corporation dated January 31, 1995 (incorporated by
                  reference to Exhibit 10.31 to the 2000 Form 10-K/A).

         10.14**  Original Equipment  Manufacturing Agreement between Registrant
                  and Yaskawa Electric Corp. dated August 29, 2000 (incorporated
                  by reference to Exhibit 10.34 to the 2000 Form 10-K/A).

         10.15    Industrial R&D Lease  Agreement dated October 31, 2000 between
                  Registrant and Tri-Valley  Campus I, LLC for premises  located
                  at Livermore, California (incorporated by reference to Exhibit
                  10.1 to the 2001 First Quarter Form 10-Q).

         10.16    Amendment  No. 1 dated  September  9, 1997 to Office  Building
                  Lease between  Registrant and Puente Hills Business  Center II
                  dated May 20, 1993  (incorporated by reference to Exhibit 10.3
                  to the 2001 First Quarter Form 10-Q).

         10.17    Amendment No. 2 dated June 17, 1998 to Office  Building  Lease
                  between  Registrant and Puente Hills Business  Center II dated
                  May 20, 1993 (incorporated by reference to Exhibit 10.4 to the
                  2001 First Quarter Form 10-Q).

         10.18**  Supply,  Development  and License  Agreement dated October 22,
                  2002,  between the  Registrant  and JDS  Uniphase  Corporation
                  (incorporated  by  reference to Exhibit 10.1 to the 2002 First
                  Quarter 10-Q).

         10.19*   2001 Stock Option Plan  (incorporated  by reference to Exhibit
                  4.1 to the  Registrant's  Registration  Statement  on Form S-8
                  filed with the Securities  and Exchange  Commission on October
                  11, 2001 (No. 333-71374).

         10.20    Letter  Agreement  and Note  effective as of November 30, 2002
                  between   the   Registrant   and  JDS   Uniphase   Corporation
                  (incorporated  by  reference to the  Registrant's  Form 8-K as
                  filed with the Securities  and Exchange  Commission on January
                  22, 2003).

         10.21    Amended  Second  Anniversary  Note  Agreement  effective as of
                  December  13,  2002  between  the  Registrant  and the Holcomb
                  Family Trust (incorporated by reference to Exhibit 10.2 to the
                  2003 Second Quarter 10-Q).

                                       18
<PAGE>

         10.22    Accounts  Receivable  Purchase Agreement dated as of March 21,
                  2003   between  the   Registrant   and  Silicon   Valley  Bank
                  (incorporated by reference to Exhibit 10.1 to the Registrant's
                  Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended
                  March 29, 2003 (the "2003 Third Quarter 10-Q")).

         10.23    Intellectual Property Security Agreement dated as of March 21,
                  2003   between  the   Registrant   and  Silicon   Valley  Bank
                  (incorporated  by  reference to Exhibit 10.2 to the 2003 Third
                  Quarter 10-Q).

         10.24    Warrant to Purchase  Stock dated as of March 21, 2003  between
                  the  Registrant  and  Silicon  Valley  Bank  (incorporated  by
                  reference to Exhibit 10.2 to the 2003 Third Quarter 10-Q).

         10.25    Convertible   Subordinated   Note  issued  by   Registrant  to
                  Tri-Valley  Campus,  LLC dated August 6, 2003 (incorporated by
                  reference to Exhibit 4.1 to the Registrant's Current Report on
                  Form 8-K filed with the Securities and Exchange  Commission on
                  August 8, 2003).

         10.26    Lease  Amendment  dated  as of  August  6,  2003  between  the
                  Registrant  and  Tri-Valley   Campus  LLC   (incorporated   by
                  reference to Exhibit 10.26 to the  Registrant's  Form 10-K for
                  the fiscal year ended June 30, 2003 filed with the  Securities
                  and Exchange  Commission on September 29, 2003 (the "2003 Form
                  10-K")).

         10.27*   Robert H. Bucher Offer Letter dated November 3, 2003.

         21.1     Subsidiaries of the Registrant  (incorporated  by reference to
                  Exhibit 21.1 to the 2003 Form 10-K).

         23.1     Consent of Independent Auditors  (incorporated by reference to
                  Exhibit 23.1 to the 2003 Form 10-K).

         24.1     Power of Attorney (See Signature Page to this Form 10-K/A).

         31.1     Certification by the Chief Executive  Officer Pursuant to Rule
                  13a-14(a)/15d-14(a)  under the Securities Exchange Act of 1934
                  as adopted pursuant to Section 302 of the  Sarbanes-Oxley  Act
                  of 2002.

         31.2     Certification by the Chief Financial  Officer Pursuant to Rule
                  13a-14(a)/15d-14(a)  under the Securities Exchange Act of 1934
                  as adopted pursuant to Section 302 of the  Sarbanes-Oxley  Act
                  of 2002.

         32.1     Certification  by the Chief  Executive  Officer  and the Chief
                  Financial  Officer  Pursuant  to 18 U.S.C.  Section  1350,  as
                  adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                  2002  (incorporated  by  reference  to  Exhibit  32.1  to  the
                  Registrant's 2003 Form 10-K).

* Management contract or compensatory plan or arrangement.

**  Confidential  treatment  has been  requested as to certain  portions of this
exhibit.  An unredacted  version of this exhibit has been filed  separately with
the SEC.

+ Schedules have been omitted and will be provided to the SEC upon request.

                                       19
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                             ADEPT TECHNOLOGY, INC.

                                     By: /s/ Michael W. Overby
                                         ---------------------
                                         Michael W. Overby
                                         Vice President, Finance and
                                         Chief Financial Officer


                                     By: /s/ Robert H. Bucher
                                         --------------------
                                         Robert H. Bucher
                                         Chairman of the Board of Directors and
                                         Chief Executive Officer

Date: November 11, 2003

                                       20
<PAGE>

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints Robert H. Bucher and Michael W. Overby and each
of them, his true and lawful  attorneys-in-fact and agents, each with full power
of  substitution  and  resubstitution,  to sign any and all  amendments  to this
Annual Report on Form 10-K and to file the same,  with all exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact  and agents, or their substitute
or substitutes, or any of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
           Signature                                   Title                                 Date
           ---------                                   -----                                 ----
<S>                              <C>                                                <C>
     /s/ Robert H. Bucher        Chairman of the Board of Directors and Chief       November 11, 2003
     --------------------        Executive Officer (Principal Executive Officer)
      (Robert H. Bucher)


     /s/ Michael W. Overby       Vice President, Finance and Chief Financial        November 11, 2003
     ---------------------       Officer (Principal Financial and Accounting
      (Michael W. Overby)        Officer)



     /s/ Brian R. Carlisle       President and Director                             November 11, 2003
     ---------------------
      (Brian R. Carlisle)


     /s/ Bruce E. Shimano        Vice President, Research and Development,          November 11, 2003
     --------------------        Secretary and Director
      (Bruce E. Shimano)


     /s/ Ronald E. F. Codd       Director                                           November 11, 2003
     ---------------------
      (Ronald E. F. Codd)


     /s/ Michael P. Kelly        Director                                           November 11, 2003
     --------------------
      (Michael P. Kelly)


       /s/ Cary R. Mock          Director                                           November 11, 2003
       ----------------
        (Cary R. Mock)
</TABLE>
                                       21
<PAGE>

                                INDEX TO EXHIBITS

3.3      Amended and Restated Bylaws of the Registrant, as amended to date.

10.27*   Robert H. Bucher Offer Letter dated November 3, 2003.

31.1     Certification   by  the  Chief  Executive   Officer  Pursuant  to  Rule
         13a-14(a)/15d-14(a)  under  the  Securities  Exchange  Act of  1934  as
         adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2     Certification   by  the  Chief  Financial   Officer  Pursuant  to  Rule
         13a-14(a)/15d-14(a)  under  the  Securities  Exchange  Act of  1934  as
         adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

* Management contract or compensatory plan or arrangement.

                                       22