<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VIXEL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 3669 84-1176506
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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11911 NORTHCREEK PARKWAY SOUTH
BOTHELL, WASHINGTON 98101
(425) 806-5509
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JAMES M. MCCLUNEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VIXEL CORPORATION
11911 NORTHCREEK PARKWAY SOUTH
BOTHELL, WASHINGTON 98101
(425) 806-5509
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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JAMES C.T. LINFIELD, ESQ. GREGORY M. GALLO, ESQ.
GREGORY B. ABBOTT, ESQ. GRAY CARY WARE & FREIDENRICH LLP
COOLEY GODWARD LLP 400 HAMILTON AVENUE
5200 CARILLON POINT PALO ALTO, CA 94301
KIRKLAND, WA 98033-7355 (650) 833-2000
(425) 893-7700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-81347
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
number for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1)(2) SHARE(3) PRICE(3) REGISTRATION FEE
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Common Stock, $0.0015 par value........ 690,000 $18.00 $12,420,000 $3,453(4)
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(1) Includes 90,000 shares which the underwriters have the option to purchase to
cover over-allotments, if any.
(2) Does not include 4,255,000 shares of Common Stock previously registered for
which the registration fee has previously been paid.
(3) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are based on the $18.00 offering price for the
shares of Common Stock offered hereby.
(4) Calculated pursuant to Rule 457(a).
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<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by Vixel Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") hereby incorporates by reference the contents of
the Registration Statement on Form S-1, as amended and declared effective on
September 30, 1999 by the Commission (File No. 333-81347), relating to the
offering of up to 4,255,000 shares of Common Stock of the Company initially
filed on June 23, 1999, including each of the documents filed by the Company
with the Commission as exhibits thereto.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $3,453 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on October 1, 1999); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to cover
the amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on October 1, 1999.
1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereinto duly authorized, in the City of Bothell, State of
Washington, on the 30th day of September, 1999.
VIXEL CORPORATION
By: *
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James M. McCluney
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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* President, Chief Executive September 30, 1999
- ----------------------------------------------------- Officer and Director
James M. McCluney (Principal Executive Officer)
/s/ KURTIS L. ADAMS Vice President and Chief September 30, 1999
- ----------------------------------------------------- Financial Officer (Principal
Kurtis L. Adams Finance and Accounting
Officer)
* Chairman of the Board of September 30, 1999
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Gregory R. Olbright
* Director September 30, 1999
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Kevin A. Fong
* Director September 30, 1999
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Charles A. Hagerty
* Director September 30, 1999
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Juan A. Rodriguez
* Director September 30, 1999
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Timothy M. Spicer
* Director September 30, 1999
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Werner F. Wolfen
By: /s/ KURTIS L. ADAMS
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Kurtis L. Adams
(Attorney-in-Fact)
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2
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of KPMG LLP, Independent Accountants.
23.3 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.4 Consent of Counsel (see Exhibit 5.1).
24.1+ Power of Attorney.
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+ Incorporated by reference to the Signature Page of the Company's Registration
Statement on Form S-1 (File No. 333-81347) initially filed on June 23, 1999.
<PAGE> 1
EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
October 1, 1999
Vixel Corporation
11911 Northcreek Parkway South
Bothell, Washington 98011
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Vixel Corporation (the "Company") of a
Registration Statement on Form S-1 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") covering an underwritten
public offering of up to four million nine hundred forty five thousand
(4,945,000) shares of Common Stock, including six hundred forty five thousand
(645,000) shares of Common Stock which the underwriters have the option to
purchase to cover over-allotments (collectively the "Common Stock").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Restated
Certificate of Incorporation and Bylaws, as currently in effect, and the
originals or copies certified to our satisfaction of such records, documents,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below; and (ii)
assumed that the Restated Certificate of Incorporation, as set forth in Exhibit
3.2 of the Registration Statement, shall have been duly approved and filed with
the office of the Delaware Secretary of State.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Common Stock, when sold and issued in accordance with the
Registration Statement and related Prospectus, will be validly issued, fully
paid and non-assessable.
We consent to the reference to our firm under the caption "Legal Matters"
in the Prospectus included on the Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ GREGORY B. ABBOTT
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Gregory B. Abbott
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our reports dated May 19, 1999, except for the last
paragraph of Note 8 which is as of June 22, 1999 and the first paragraph of
Note 12 which is as of August 27, 1999, relating to the financial statements
and financial statement schedule of Vixel Corporation which appear in Vixel
Corporation's Form S-1 registration statement (File No. 333-81347). We also
consent to the references to us under the headings "Experts" and "Selected
Financial Data" in Vixel Corporation's Form S-1 registration statement (File
No. 333-81347).
PricewaterhouseCoopers LLP
Seattle, Washington
September 28, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Vixel Corporation
We consent to the incorporation by reference in this Registration Statement on
Form S-1 of Vixel Corporation of our report dated May 1, 1997 relating to the
balance sheet of Arcxel Technologies, Inc. as of December 31, 1996 and the
related statements of operations, stockholders' equity and cash flows for the
period from June 18, 1996 (inception) to December 31, 1996, which report is
included in the Registration Statement (No. 333-81347) on Form S-1 of Vixel
Corporation, and to the reference to our firm under the heading "Experts" in
the Registration Statement (No. 333-81347) on Form S-1 of Vixel Corporation.
KPMG LLP
Orange County, California
September 28, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our report dated April 24, 1998, except for the first
paragraph of Note 9 which is as of August 27, 1999, relating to the financial
statements of Arcxel Technologies, Inc., which appears in Vixel Corporation's
Form S-1 registration statement (File No. 333-81347). We also consent to the
reference to us under the heading "Experts" in Vixel Corporation's Form S-1
registration statement (File No. 333-81347).
PricewaterhouseCoopers LLP
Seattle, Washington
September 28, 1999
