<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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QLOGIC CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 33-0537669
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
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3545 HARBOR BOULEVARD, COSTA MESA, CALIFORNIA 92626
(714) 438-2200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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THOMAS R. ANDERSON
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
QLOGIC CORPORATION
3545 HARBOR BOULEVARD, COSTA MESA, CALIFORNIA 92626
(714) 438-2200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
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<S> <C>
NICK E. YOCCA, ESQ. JORGE A. DEL CALVO, ESQ.
K.C. SCHAAF, ESQ. STANTON D. WONG, ESQ.
MICHAEL H. MULROY, ESQ. GEORGE A. GUCKER, ESQ.
NUMAN J. SIDDIQI, ESQ. ANN E. TARDY, ESQ.
STRADLING YOCCA CARLSON & RAUTH, PILLSBURY MADISON & SUTRO LLP
A PROFESSIONAL CORPORATION 2700 SAND HILL ROAD
660 NEWPORT CENTER DRIVE, SUITE 1600 MENLO PARK, CALIFORNIA 94025
NEWPORT BEACH, CALIFORNIA 92660 PHONE: (415) 233-4500
PHONE: (714) 725-4000 FAX: (415) 233-4545
FAX: (714) 725-4100
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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 box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-25881
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
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED(1) REGISTERED(2) PER SHARE(3) PRICE(2)(3) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
Common Stock ($.10 par value) 345,000 shares $30.25 $10,436,250 $3,163
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(1) This Registration Statement also applies to preferred stock purchase rights
under the Registrant's Rights Agreement which are attached to and tradable
only with the shares of Common Stock registered hereby. No registration fee
is required for such rights as they will be issued for no additional
consideration.
(2) Includes 45,000 shares of Common Stock which may be purchased by the
Underwriters to cover over-allotments, if any.
(3) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee based upon the average of the high and low prices of the
Company's Common Stock on the Nasdaq National Market on August 6, 1997.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-3 (FILE NO. 333-25881)
QLogic Corporation (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-3 in its entirety the Registration
Statement on Form S-3 (File No. 333-25881) declared effective on August 7, 1997
by the Securities and Exchange Commission (the "Commission"), 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 $3,163 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on August 8, 1997); 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 August 8, 1997.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 7th day of
August, 1997.
QLOGIC CORPORATION
By: /s/ THOMAS R. ANDERSON
------------------------------------
Thomas R. Anderson
Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------- ------------------------- ----------------
<S> <C> <C>
* Chairman of the Board of August 7, 1997
- ----------------------------------------------- Directors
Gary E. Liebl
/s/ H.K. DESAI President, Chief August 7, 1997
- ----------------------------------------------- Executive Officer and
H.K. Desai Director
/s/ THOMAS R. ANDERSON Vice President and Chief August 7, 1997
- ----------------------------------------------- Financial Officer
Thomas R. Anderson
* Secretary and Treasurer August 7, 1997
- -----------------------------------------------
Michael R. Manning
* Director August 7, 1997
- -----------------------------------------------
Jim Bixby
* Director August 7, 1997
- -----------------------------------------------
Carol Miltner
* Director August 7, 1997
- -----------------------------------------------
George Wells
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*By: /s/ THOMAS R. ANDERSON
---------------------------------
Thomas R. Anderson
Attorney-in-Fact
<PAGE> 4
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation
23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (see Exhibit
5.1)
23.2 Consent of Independent Auditors
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<PAGE> 1
EXHIBIT 5.1
[STRADLING, YOCCA, CARLSON & RAUTH LETTERHEAD]
August 7, 1997
QLogic Corporation
3545 Harbor Boulevard
Costa Mesa, California 92626
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined Registration Statement on Form S-3,
filed by QLogic Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission on August 8, 1997 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 345,000 shares of Common Stock, $.10 par value per
share, of the Company (the "Common Stock"), including 45,000 shares, for which
the underwriters have been granted an over-allotment option. The shares of
Common Stock are to be purchased by certain underwriters and offered for sale
to the public together with the shares registered pursuant to Registration
Statement No. 333-25881, which was declared effective on August 7, 1997 (the
"Initial Registration Statement"), pursuant to the terms of an Underwriting
Agreement which has been filed as an exhibit to the Initial Registration
Statement and is incorporated by reference as an exhibit to the Registration
Statement.
As your counsel in connection with this transaction, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the authorization, issuance and sale of the shares of
the Common Stock.
Based on the foregoing, and subject to compliance with applicable state
securities laws, it is our opinion that the 345,000 shares of Common Stock,
when issued and sold in the manner described in the Initial Registration
Statement, the Registration Statement and related Prospectus, will be legally
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Prospectus which is a part of the Initial Registration Statement.
Very truly yours,
STRADLING, YOCCA, CARLSON & RAUTH
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
QLogic Corporation:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the headings "Selected Consolidated Financial
Data" and "Experts" in the prospectus.
KPMG Peat Marwick LLP
Orange County, California
August 7, 1997
