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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
QLOGIC CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 33-0537669
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
3545 Harbor Boulevard
Costa Mesa, California 92626
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(Address, including zip code, of principal executive offices)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a current registration
statement under the Securities Act of 1933 pursuant to General Instruction
A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
None Not Applicable
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase
Series A Junior Participating Preferred Stock
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(Title of Class)
Series A Junior Participating
Preferred Stock, par value $0.001 per share
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On November 19, 1997, QLogic Corporation (the "Company")
executed an Amendment to Rights Agreement (the "Rights Amendment") to the Rights
Agreement dated as of June 4, 1996 (the "Rights Agreement") between the Company
and Harris Trust Company of California, as Rights Agent. The Rights Amendment
provides that the purchase price (the "Purchase Price") for each one
one-hundredth of a share of Series A Junior Participating Preferred Stock, $.001
par value per share (the "Preferred Stock") shall initially be $225.00, whereas
the original Rights Agreement had provided for a Purchase Price of $45.00. The
Rights Amendment further provides that any future supplement or amendment of the
Rights Agreement shall be effective only (a) if there are Continuing Directors
and (b) if a majority of the Continuing Directors, at a properly called and held
meeting of the Company's Board of Directors, votes in favor of the adoption of
such proposed supplement or amendment. Under the Rights Agreement, a Continuing
Director is member of the Company's Board of Directors who is not an Acquiring
Person, i.e., a beneficial owner of 15% or more of the Company's outstanding
stock, or an affiliate or associate of an Acquiring Person.
A copy of the Rights Amendment is filed as an Exhibit hereto and
the original Rights Agreement was filed as Exhibit 2.1 to the Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on June
19, 1996. A copy of the Rights Agreement, as amended, is available to
stockholders from the Company free of charge.
This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement
and the Rights Amendment, each of which is incorporated herein by this
reference.
ITEM 2. EXHIBITS
1. Rights Agreement, dated as of June 4, 1996, between the
Company and Harris Trust Company of California, as Rights
Agent, which includes: as Exhibit A thereto a form of
Certificate of Designation for the Preferred Stock, as
Exhibit B thereto the form of Rights Certificate and as
Exhibit C thereto a Summary of Terms of Shareholders Rights
Plan. (Incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A filed June 19,
1996.)
2. Amendment to Rights Agreement, dated as of November 19, 1997
between the Company and Harris Trust Company of California,
as Rights Agent.
2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
QLOGIC CORPORATION
By: /s/ H. K. DESAI
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H. K. Desai,
President and Chief Executive Officer
Date: November 19, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
1. Rights Agreement, dated as of June 4, 1996, between the Company
and Harris Trust Company of California, as Rights Agent, which
includes: as Exhibit A thereto a form of Certificate of
Designation for the Preferred Stock, as Exhibit B thereto the form
of Rights Certificate and as Exhibit C thereto a Summary of Terms
of Shareholders Rights Plan. (Incorporated by reference to Exhibit
1 to the Company's Registration Statement on Form 8-A filed June
19, 1996.)
2. Amendment to Rights Agreement, dated as of November 19, 1997
between the Company and Harris Trust Company of California, as
Rights Agent.
</TABLE>
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EXHIBIT 2
AMENDMENT TO RIGHTS AGREEMENT
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THIS AMENDMENT to the Rights Agreement dated as of June 4, 1996, between
QLogic Corporation, a Delaware corporation (the "Company") and Harris Trust
Company of California (the "Rights Agent"), is dated as of this 19th day of
November, 1997.
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of June 4, 1996 (the "Rights Agreement");
WHEREAS, it is in the best interests of the stockholders of the Company
that the Rights Agreement be amended; and
WHEREAS, Section 27 of the Rights Agreement provides that the Company
and the Rights Agent shall, if the Company so directs, amend any provision of
the Rights Agreement without the approval of holders of Common Stock;
NOW, THEREFORE, the parties agree to amend the Rights Agreement as
follows:
1. Section 7(b) of the Rights Agreement which currently reads:
"The Purchase Price for each one one-hundredth of a share of
Preferred Stock pursuant to the exercise of a Right shall
initially be $45.00, and shall be subject to adjustment from
time to time as provided in Section 11 hereof and shall be
payable in accordance with paragraph (c) below."
shall be amended to read in its entirety as follows:
"The Purchase Price for each one one-hundredth of a share of
Preferred Stock pursuant to the exercise of a Right shall
initially be $225.00, and shall be subject to adjustment from
time to time as provided in Section 11 hereof and shall be
payable in accordance with paragraph (c) below."
2. Section 27 of the Rights Agreement which currently reads:
"SUPPLEMENTS AND AMENDMENTS. Prior to the Distribution Date, the
Company and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Agreement without the
approval of any holders of certificates representing shares of
Common Stock. From and after the Distribution Date, the Company
and the Rights Agent shall, if the Company so directs,
supplement or amend this Agreement without the approval of any
holders of Rights Certificates in order (i) to cure any
ambiguity, (ii) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other
provisions herein, (iii) to shorten or lengthen any time period
hereunder (which lengthening or shortening, following the first
occurrence of an event set forth in clauses (i) and (ii) of the
first proviso to Section 23(a) hereof, shall be effective only
if there are Continuing Directors and shall require
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the concurrence of a majority of such Continuing Directors), or
(iv) to change or supplement the provisions hereunder in any
manner which the Company may deem necessary or desirable and
which shall not adversely affect the interests of the holders of
Rights Certificates (other than an Acquiring Person or an
Affiliate or Associate of an Acquiring Person); provided,
however, this Agreement may not be supplemented or amended to
lengthen, pursuant to clause (iii) of this sentence, (A) a time
period relating to when the Rights may be redeemed at such time
as the Rights are not then redeemable, or (B) any other time
period unless such lengthening is for the purpose of protecting,
enhancing or clarifying the rights of, and/or the benefits to,
the holders of Rights. Upon the delivery of a certificate from
an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent shall execute such
supplement or amendment. Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident
with the interests of the holders of Common Stock."
shall be amended to read in its entirety as follows:
"SUPPLEMENTS AND AMENDMENTS. This Agreement may be supplemented
or amended at the times and for the purposes set forth below;
provided, however, that no proposed supplement or amendment to
this Agreement shall be effective unless (i) there are
Continuing Directors and (ii) a majority of such Continuing
Directors, at a meeting of the Board of Directors duly called
and held, votes in favor of the adoption of such proposed
supplement or amendment. Prior to the Distribution Date, the
Company and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Agreement without the
approval of any holders of certificates representing shares of
Common Stock. From and after the Distribution Date, the Company
and the Rights Agent shall, if the Company so directs,
supplement or amend this Agreement without the approval of any
holders of Rights Certificates in order (i) to cure any
ambiguity, (ii) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other
provisions herein, (iii) to shorten or lengthen any time period
hereunder (which lengthening or shortening, following the first
occurrence of an event set forth in clauses (i) and (ii) of the
first proviso to Section 23(a) hereof, shall be effective only
if there are Continuing Directors and shall require the
concurrence of a majority of such Continuing Directors), or (iv)
to change or supplement the provisions hereunder in any manner
which the Company may deem necessary or desirable and which
shall not adversely affect the interests of the holders of
Rights Certificates (other than an Acquiring Person or an
Affiliate or Associate of an Acquiring Person); provided,
however, this Agreement may not be supplemented or amended to
lengthen, pursuant to clause (iii) of this sentence, (A) a time
period relating to when the Rights may be redeemed at such time
as the Rights are not then redeemable, or (B) any other time
period unless such lengthening is for the purpose of protecting,
enhancing or clarifying the rights of, and/or the benefits to,
the holders of Rights. Upon the delivery of a certificate from
an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent shall execute such
supplement or amendment. Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident
with the interests of the holders of Common Stock."
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3. Except as set forth herein, the Rights Agreement shall remain
in full force and effect, and terms not otherwise defined herein shall having
the meanings ascribed to them in the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.
QLOGIC CORPORATION,
a Delaware corporation
By: /s/ H.K. DESAI
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Name: H.K. Desai
Title: President and Chief
Executive Officer
HARRIS TRUST COMPANY OF CALIFORNIA
By: /s/ NEIL T. ROSSO
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Name: Neil T. Rosso
Title: Assistant Vice President
