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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 7, 2000
EMULEX CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 000-11007 51-0300558
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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3535 Harbor Boulevard
Costa Mesa, California 92626
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (714) 662-5600
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ITEM 5. OTHER EVENTS.
On December 7, 2000, Emulex Corporation, a Delaware corporation
("Emulex") announced that it entered into an Agreement and Plan of Merger, dated
as of December 7, 2000 (the "Merger Agreement"), by and between Emulex and
Giganet, Inc., a Massachusetts corporation ("Giganet"), pursuant to which a
wholly-owned subsidiary of Emulex will merge with and into Giganet, with Giganet
surviving as a wholly-owned subsidiary of Emulex (the "Merger").
As more specifically set forth in the Merger Agreement, each issued and
outstanding share of Giganet's common stock, par value $.0025 per share, (the
"Giganet Common Stock"), and each issued and outstanding share of preferred
stock of Giganet (collectively, the "Giganet Preferred Stock") will be converted
into shares of common stock of Emulex. In addition, each outstanding option to
acquire shares of Giganet Common Stock shall become an option to acquire the
number of shares of Emulex common stock calculated based on the same conversion
ratio applicable to the Giganet Common Stock.
An aggregate of 8,000,000 shares of Emulex common stock (after giving
effect to Emulex's December 2000 2-for-1 stock split) will be issued or issuable
to former stockholders and option holders of Giganet in connection with the
Merger. It is a condition to closing, waivable by Giganet in its discretion,
that the average closing price of Emulex common stock over the 15 trading days
beginning three days prior to the closing of the Merger equal or exceed $50.00
per share (after giving effect to Emulex's December 2000 2-for-1 stock split) so
that the total transaction value equals or exceeds $400 million; provided,
however, that Emulex shall have the right to pay cash and/or increase the number
of its shares issued in connection with the Merger in order to satisfy the
condition, subject to the requirement that the Merger satisfy the restrictions
necessary to qualify as a tax-free reorganization.
The Merger is expected to be treated as a tax-free reorganization for
federal income tax purposes and to be accounted for using the purchase method of
accounting. The Merger is subject to certain regulatory approvals and approval
by the stockholders of Giganet of the Merger Agreement. A copy of the Merger
Agreement is attached hereto as Exhibit 2.1.
In connection with the execution of the Merger Agreement, stockholders
of Giganet holding approximately 67% of the total as-converted voting shares of
Giganet entered into a form of Voting Agreement (the "Voting Agreement") with
Emulex, pursuant to which such stockholders agreed to vote their shares of
Giganet Common Stock in favor of the approval of the Merger Agreement.
The foregoing description of the Merger does not purport to be complete
and is qualified in its entirety by reference to the Merger Agreement, which is
incorporated herein by reference.
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ITEM 7. EXHIBITS.
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of
December 7, 2000, by and among Emulex
Corporation, GEMX Network Sub, Inc., Giganet and
David Follett.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMULEX CORPORATION
(Registrant)
Date: December 21, 2000 By: /s/ PAUL FOLINO
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Paul Folino,
Chief Executive Officer and
Director
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of
December 7, 2000, by and among Emulex
Corporation, GEMX Network Sub, Inc., Giganet and
David Follett.
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