<PAGE> 1
As Filed with the Securities and Exchange Commission on March 7, 1996
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8*
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-----------------------
EMULEX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 51-0300558
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) ID No.)
3535 Harbor Boulevard
Costa Mesa, California 92626
(Address of Principal Executive Offices)
EMULEX CORPORATION EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
PAUL F. FOLINO, PRESIDENT AND CHIEF EXECUTIVE OFFICER
EMULEX CORPORATION
3535 Harbor Boulevard
Costa Mesa, California 92626
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent for Service: (714) 662-5600
-----------------------
Copies of Communications to:
ROBERT H. GOON, ESQ.
JEFFER, MANGELS, BUTLER & MARMARO
2121 Avenue of the Stars, Tenth Floor
Los Angeles, California 90067
(310) 203-8080
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 of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee(1)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.20 par 400,000 $10.25 $4,100,000 $1,414
value, to be issued under
Employee Stock Option
Plan
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</TABLE>
(1) Estimated in accordance with Rules 457(h) and 457(c) under the Securities
Act of 1933 solely for the purpose of calculating the total registration fee
based on the last sale reported on the NASDAQ National Market System on March 5,
1996.
* As permitted by Rule 429 under the Securities Act of 1933, the prospectus
related to this Registration Statement also covers securities registered under
Registration Statement No. 33-40959, filed on June 3, 1991.
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PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8, THIS REGISTRATION STATEMENT
REGISTERS ADDITIONAL SHARES COVERED BY REGISTRATION STATEMENT NO. 33-40959 FILED
JUNE 3, 1991 AND THE CONTENTS OF SUCH REGISTRATION STATEMENT ARE INCORPORATED BY
REFERENCE EXCEPT AS REVISED HEREIN.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
The Exhibits to this Registration Statement are listed in the Index to
Exhibits which is incorporated herein by this reference.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Costa Mesa, State of California, on the 5th day of
March, 1996.
EMULEX CORPORATION
By: /s/ PAUL F. FOLINO
-----------------------------------------------------
Paul F. Folino, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul F. Folino and Robert H. Goon,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ PAUL F. FOLINO President, Chief Executive Officer and March 5, 1996
- ---------------------------- Director (Principal Executive Officer)
PAUL F. FOLINO
/s/ FRED B. COX Chairman of the Board and Director March 5, 1996
- ----------------------------
FRED B. COX
/s/ WALTER J. McBRIDE Chief Financial Officer and Treasurer March 5, 1996
- ---------------------------- (Principal Financial Officer and
WALTER J. McBRIDE Accounting Officer)
/s/ MICHAEL P. DOWNEY Director March 5, 1996
- ----------------------------
MICHAEL P. DOWNEY
</TABLE>
II-2
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ GARY E. LIEBL Director March 5, 1996
- ----------------------------
GARY E. LIEBL
/s/ ROBERT H. GOON Director March 5, 1996
- ----------------------------
ROBERT H. GOON
/s/ DON M. LYLE Director March 5, 1996
- ----------------------------
DON M. LYLE
</TABLE>
II-3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description Page
- -------------- ----------- ----
<S> <C> <C>
4.1 Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to Registration Statement on Form S-4 [File No.
33-09995] filed November 6, 1986, as amended by
post-effective amendment filed on June 15, 1989).
4.2 By-laws, as amended (incorporated by reference to Exhibit
4.2 to Registration Statement on Form S-8 [File No.
33-40959] filed June 3, 1991).
4.3 Certificate of Designation of Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit 4 to
Report on Form 8-K filed February 2, 1989).
4.4 Rights Agreement dated as of January 19, 1989 between
Emulex Corporation and First Interstate Bank, Ltd.
(incorporated by reference to Exhibit 4 to Report on Form
8-K filed February 2, 1989).
4.5 Certificate of Amendment of Certificate of Incorporation of
Emulex Corporation (incorporated by reference to Annex B
to Proxy Statement filed January 24, 1994)
5.1 Opinion of Jeffer, Mangels, Butler & Marmaro LLP, as to
legality of securities being registered.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Jeffer, Mangels, Butler & Marmaro LLP. (See
Exhibit 5.1)
24.1 Power of Attorney (contained on page II-2)
</TABLE>
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EXHIBIT 5.1
[LETTERHEAD OF JEFFER, MANGELS, BUTLER & MARMARO LLP]
March 5, 1996 52071-0001
Emulex Corporation
3535 Harbor Boulevard
Costa Mesa, California 92626
Re: Emulex Corporation Registration Statement For Offering of
Common Stock
Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8 (the "Registration Statement") filed by you with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of 400,000 shares of your common stock, $0.20
par value (the "Stock"). We are familiar with the actions taken and proposed to
be taken by you in connection with the authorization and proposed issuance and
sale of the Stock.
It is our opinion that when the Registration Statement has become
effective under the Act, subject to said actions being duly taken and completed
by you as now contemplated prior to the issuance of the Stock and subject to the
appropriate qualification of the Stock by the appropriate authorities of the
various states in which the Stock will be sold, the Stock will, upon the
issuance and the sale thereof in the manner referred to in said Registration
Statement, be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
JEFFER, MANGELS, BUTLER & MARMARO LLP
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EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the use of our reports dated August 3, 1995
incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Orange County, California
March 5, 1996
