<PAGE> 1
As Filed with the Securities and Exchange Commission on October 1, 1996
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8*
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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QLOGIC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 33-0537669
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) ID No.)
3545 Harbor Boulevard
Costa Mesa, California 92626
(Address of Principal Executive Offices)
QLOGIC CORPORATION STOCK AWARDS PLAN
QLOGIC CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
OPTION AGREEMENTS WITH CONSULTANTS
(Full Title of the Plan)
H.K. DESAI, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
QLOGIC CORPORATION
3545 Harbor Boulevard
Costa Mesa, California 92626
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent for Service: (714) 438-2200
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Copies of Communications to:
JOEL I. BENNETT, ESQ.
JEFFER, MANGELS, BUTLER & MARMARO LLP
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, $0.10 par 250,000 $12.25 $3,062,500 $1,056
value, to be issued under
Stock Awards Plan
Common Stock, $0.10 par 75,000 $12.25 $918,750 $317
value, to be issued under
Non-Employee Director
Stock Option Plan
Common Stock, $0.10 par 10,000 $12.25 $122,500 $42
value, to be issued under
option agreements with
consultants
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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
September 26, 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. 33-75814, filed on February 28,
1994.
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PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8, THIS REGISTRATION STATEMENT
REGISTERS ADDITIONAL SHARES COVERED BY REGISTRATION STATEMENT NO. 33-75814 FILED
FEBRUARY 28, 1994 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 30th day of
September, 1996.
QLOGIC CORPORATION
By: /s/ H.K. Desai
--------------------------------
H.K. Desai, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary E. Liebl and H.K. Desai, 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/ H.K. Desai President, Chief Executive Officer and September 30, 1996
- ----------------------------------- Director (Principal Executive Officer)
H.K. DESAI
/s/ Gary E. Liebl Chairman of the Board and Director September 30, 1996
- -----------------------------------
GARY E. LIEBL
/s/ Thomas R. Anderson Vice President and Chief Financial September 30, 1996
- ----------------------------------- Officer (Principal Financial Officer
THOMAS R. ANDERSON and Accounting Officer)
/s/ James A. Bixby Director September 30, 1996
- -----------------------------------
JAMES A. BIXBY
</TABLE>
II-2
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- -------------------------------------- ------------------
<S> <C> <C>
/s/ Carol L. Miltner Director September 30, 1996
- -----------------------------------
CAROL L. MILTNER
/s/ George D. Wells Director September 30, 1996
- -----------------------------------
GEORGE D. WELLS
</TABLE>
II-3
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INDEX TO EXHIBITS
Exhibit Number Description Page
- -------------- ----------- ----
4.1 Certificate of Incorporation of Emulex Micro Devices Corporation, dated
November 13, 1992 (incorporated by reference to Exhibit 3.1 to
Registration Statement on Form 10 [File No. 0-23298] dated January 28,
1994, as amended February 15, 1994).
4.2 EMD Incorporation Agreement, dated as of January 1, 1993 (incorporated
by reference to Exhibit 3.2 to Registration Statement on Form 10,
Commission File Number 0-23298, dated January 28, 1994, as amended
February 15, 1994)
4.3 Certificate of Amendment of Certificate of Incorporation (incorporated
by reference to Exhibit 3.3 to Registration Statement on Form 10,
Commission File No. 0-23298, dated January 28, 1994, as amended
February 15, 1994).
4.4 Certificate of Amendment of Certificate of Incorporation of QLogic
Corporation (incorporated by reference to Exhibit 4.5 to Registration
Statement on Form S-8, Commission File No. 33- 75814, dated February
28, 1994).
4.5 By-laws of QLogic Corporation (incorporated by reference to Exhibit 3.4
to Registration Statement on Form 10, Commission File No. 0-23298,
dated January 28, 1994, as amended February 15, 1994, and Exhibit 3.5
to Annual Report on Form 10-K for the fiscal year ended March 31, 1995)
5.1 Opinion of Jeffer, Mangels, Butler & Marmaro LLP as to legality of
securities being registered.
24.1 Consent of KPMG Peat Marwick LLP
24.2 Consent of Jeffer, Mangels, Butler & Marmaro LLP. (See Exhibit 5.1)
25.1 Power of Attorney (contained on page II-2)
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[Letterhead of Jeffer, Mangels, Butler & Marmaro LLP]
September 30, 1996 56170-0003
QLogic Corporation
3545 Harbor Boulevard
Costa Mesa, California 92626
Re: QLogic 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 335,000 shares of your common stock, $0.10 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
EXHIBIT 5.1
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INDEPENDENT AUDITORS' CONSENT
The Board of Directors
QLogic Corporation
We consent to the use of our reports dated May 17, 1996 incorporated herein
by reference.
KPMG Peat Marwick LLP
Orange County, California
September 26, 1966
EXHIBIT 24.1
