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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
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/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
/ / Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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QLOGIC CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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QLOGIC CORPORATION
3545 HARBOR BOULEVARD
COSTA MESA, CALIFORNIA 92626
(714) 438-2200
August 12, 1996
Dear Stockholder:
We have been advised today that, due to a mailing error, the Notice
of Annual Meeting of Stockholders scheduled to be held on August 20, 1996, the
Proxy Statement for that meeting, and the Annual Report to Stockholders may not
have been mailed to all record holders of common stock of QLogic Corporation.
Because timely notice of the Annual Meeting of Stockholders may not
have been given to all stockholders, we have decided to reschedule the meeting
to August 30, 1996 and to remail the notice, proxy materials and Annual Report
to stockholders of record as of July 12, 1996 who might not have received the
materials.
Because the mailing problem only affected record holders, they will
receive this letter, the accompanying Supplemental Notice of Annual Meeting,
the Proxy Statement and proxy card, and the Annual Report to Stockholders.
Other stockholders will only receive this letter and the Supplemental Notice,
since we have been advised that a Proxy Statement, a proxy card and an Annual
Report previously was mailed to each of you.
Please note that the record date of the meeting, July 12, 1996, has
not been changed. If you have already submitted your proxy for the Annual
Meeting, that proxy will continue to be valid for the rescheduled Annual
Meeting and you need take no further action.
We apologize for any inconvenience that this may have caused you, and
we look forward to seeing you at the rescheduled Annual Meeting on August 30,
1996.
Sincerely,
Michael R. Manning
Secretary
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QLOGIC CORPORATION
3545 HARBOR BOULEVARD
COSTA MESA, CALIFORNIA 92626
(714) 438-2200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 30, 1996
To the Stockholders of QLOGIC CORPORATION:
You are cordially invited to attend the Annual Meeting of
Stockholders of QLogic Corporation, a Delaware corporation (the "Company"),
which has been rescheduled to be held at the Hyatt Regency Irvine Hotel, 17900
Jamboree Road, Irvine, California, at 10:00 a.m., California time, on Friday,
August 30, 1996, to consider and act upon the following matters, all as more
fully described in the Company's Proxy Statement which is incorporated herein
by this reference:
1. To elect a board of five directors to serve until the
next annual meeting of the Company's stockholders and until their
successors have been elected and qualify;
2. To consider and take action concerning approval of
amendments of the Company's Non-Employee Director Stock Option Plan
(a copy of which, as amended, is included as Appendix A to the
Proxy Statement) which extend the termination date of the plan by
five years to December 31, 2001, increase the number of shares of
common stock subject to the Plan by 75,000, provide for initial
grants to new directors of options to purchase 8,000 shares of
common stock, provide for annual grants to each non-employee director
(other than the chairman of the board) of options to purchase 3,000
shares of common stock, and provide for annual grants to the chairman
of the board of options to purchase 5,000 shares of common stock;
3. To ratify the selection of KPMG Peat Marwick LLP as the
Company's independent public accountants for fiscal year 1997; and
4. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Stockholders of record of the Company's common stock at the close of
business on July 12, 1996, the record date fixed by the Board of Directors, are
entitled to notice of, and to vote at, the meeting.
THOSE WHO CANNOT ATTEND ARE URGED TO SIGN, DATE, AND OTHERWISE
COMPLETE THEIR PROXY. ANY STOCKHOLDER GIVING A PROXY HAS THE RIGHT TO REVOKE
IT ANY TIME BEFORE IT IS VOTED. ANY STOCKHOLDER WHO HAS PREVIOUSLY SUBMITTED A
PROXY AND DOES NOT DESIRE TO REVOKE IT OR CHANGE HIS OR HER VOTE NEED NOT TAKE
ANY FURTHER ACTION.
BY ORDER OF THE BOARD OF DIRECTORS
Michael R. Manning
Secretary
Costa Mesa, California
August 12, 1996
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PROXY QLOGIC CORPORATION
3545 HARBOR BOULEVARD
COSTA MESA, CALIFORNIA 92626
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gary E. Liebl and George D. Wells as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them or either of them to represent and to vote as designated below, all the
shares of common stock of QLogic Corporation held of record by the undersigned
on July 12, 1996, at the Annual Meeting of Stockholders to be held on August 30,
1996, or any adjournment thereof.
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1. ELECTION OF DIRECTORS / / FOR all nominees below / / WITHHOLD AUTHORITY to
(except as marked to the vote
contrary below) for all nominees listed
below
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(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE MARK THE
BOX NEXT TO THE NOMINEE'S NAME BELOW):
/ / Gary E. Liebl / / George D. Wells / / H.K. Desai
/ / Carol L. Miltner / / James A. Bixby
2. AMENDMENT TO NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
/ / FOR / / AGAINST / / ABSTAIN
3. RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1, 2, AND 3.
Dated: _____________________, 1996
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Signature
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Signature if held jointly
Please sign exactly as name
appears below. When shares are
held by joint tenants, both should
sign. When signing as attorney, as
executor, administrator, trustee,
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by President or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
PLEASE READ, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
