<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement Only
[ ] Definitive Additional Materials (as permitted by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
sec.240.14a-11(c) or 240.14a-12
</TABLE>
QLOGIC CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] Fee not required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
(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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<PAGE> 2
QLOGIC CORPORATION
3545 HARBOR BOULEVARD
COSTA MESA, CALIFORNIA 92626
(714) 438-2200
------------------------
CONSENT STATEMENT
CONSENT OF STOCKHOLDERS IN LIEU OF SPECIAL MEETING
To the Stockholders of QLOGIC CORPORATION:
This Consent Statement is furnished to the stockholders of QLogic
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of written consents on behalf of the Board of Directors of the
Company (the "Board of Directors") with respect to the matters set forth below.
This Consent Statement is first being mailed to stockholders of the Company on
or about December 17, 1998.
In connection with this Consent Statement, stockholders are being asked to
consider and consent to a proposal (the "Proposal") to amend the Company's
Certificate of Incorporation (the "Certificate of Incorporation") for the
following purposes:
1. To increase the number of authorized shares of Common Stock, par value
$0.10 per share, of the Company (the "Common Stock") from 12,500,000 to
50,000,000;
2. To reduce the par value of the Common Stock from $0.10 per share to
$0.05 per share; and
3. To effect a 2-for-1 stock split of the Company's issued and outstanding
shares of Common Stock.
The purpose and effect of this amendment of the Certificate of
Incorporation (the "Capitalization Amendment"), which is recommended by the
Board of Directors, is to allow (i) the proposed 2-for-1 stock split and (ii)
the future issuance or sale of additional shares of Common Stock for such
consideration as from time to time may be fixed by the Board of Directors. As
more specifically discussed below, the Capitalization Amendment may be deemed to
have anti-takeover effects.
The principal executive office of the Company is 3545 Harbor Boulevard,
Costa Mesa, California 92626. The telephone number of the principal executive
office of the Company is (714) 438-2200.
YOUR CONSENT IS IMPORTANT, SINCE APPROVAL OF THE CAPITALIZATION AMENDMENT
REQUIRES THE WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING
SHARES OF COMMON STOCK. ACCORDINGLY, YOU ARE URGED TO READ AND TO CONSIDER
CAREFULLY THE INFORMATION CONTAINED IN THIS CONSENT STATEMENT.
The date of this Consent Statement is December 15, 1998.
<PAGE> 3
GENERAL INFORMATION
Under Delaware law, unless otherwise provided in the certificate of
incorporation, any action that may be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote, if consents in writing, setting forth the action so taken, are signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize such action at a meeting at which all
shares entitled to vote were present and voted, and those consents are properly
delivered to the corporation. The Company's Certificate of Incorporation does
not limit the right of stockholders of the Company to take action by written
consent.
The Board of Directors has fixed the close of business on December 8, 1998
as the record date for the determination of stockholders entitled to consent to
the Proposal (the "Record Date"). Accordingly, only stockholders of record on
the books of the Company at the close of business on the Record Date will be
entitled to consent to the Proposal. The Board has also fixed January 4, 1998 as
the date on or after which the written consents will be tabulated.
On the Record Date, the Company had outstanding 8,777,391 shares of Common
Stock, which are the only outstanding voting securities of the Company. On all
matters, each share of Common Stock is entitled to one vote by written consent.
The cost of soliciting consents will be borne by the Company. In addition
to solicitation by mail, officers, directors, and other employees of the Company
may solicit consents by telephone, telegraph or personal contact without
additional compensation.
Consents in the accompanying form that are properly executed and dated,
duly returned and not revoked will be tabulated in accordance with the
instructions on such consents. If a consent is executed but no indication is
made with respect to the matter contained in such consent as to which action is
to be taken, such consent will be deemed to constitute a consent to the
particular matter(s) contained thereon with respect to which no indication is
made. Any consent may be revoked in writing at any time prior to the close of
business on the date that consents signed by a sufficient number of stockholders
to take the action are received by the Company. The unrevoked signed and dated
consents of the holders of a majority of the Common Stock outstanding as of the
Record Date are necessary to effect the approval of the Proposal.
PROPOSAL FOR THE STOCK SPLIT AND THE
INCREASE IN THE AUTHORIZED NUMBER OF SHARES
GENERAL
On October 27, 1998, the Board of Directors unanimously approved and
declared advisable a 2-for-1 stock split of the Common Stock, subject to
stockholder approval of amendments to the Company's Certificate of Incorporation
to increase the number of authorized shares of the Common Stock from 12,500,000
to 50,000,000 and to change the par value per share of the Common Stock from
$0.10 to $0.05. An increase in the authorized Common Stock is necessary to
permit the stock split to occur, since the Company does not have enough
authorized but unissued shares of Common Stock to carry out the stock split. A
copy of the proposed Certificate of Amendment of the Certificate of
Incorporation (the "Capitalization Amendment") is attached hereto as Exhibit A
and incorporated in this Consent Statement by reference.
REASONS FOR THE STOCK SPLIT
The price per share of the Common Stock has increased since the completion
of the Company's most recent stock offering on August 13, 1997, when the Common
Stock was selling at $34.375 per share. The closing price on The Nasdaq Stock
Market as of December 8, 1998 was $114.250 per share. The price per share is
currently in a price range that makes the Common Stock less affordable for
purchase in lots of 100 or more shares, particularly for individual investors.
Following the stock split, the Board of Directors believes that the price per
share of the Common Stock will be more affordable, which should enable a broader
range of investors to make a purchase of the Common Stock, thus creating more
liquidity in each stockholder's
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<PAGE> 4
investment in the Company. The proposed 2-for-1 stock split is expected to
increase the number of shares traded in the public market, which the Company
believes will establish a more liquid market in the Common Stock. The par value
per share is being decreased from $0.10 to $0.05 in order to maintain the total
aggregate par value of the Common Stock outstanding.
EFFECT OF THE STOCK SPLIT
The intended stock split would not change the stockholders' equity of the
Company, nor would the split affect the relative rights of any stockholder or
result in a dilution or diminution of any stockholders' proportionate interest
in the Company. However, since the stock split would result in each
stockholder's interest being represented by a greater number of shares, it is
possible that higher brokerage commissions may be payable after the intended
stock split upon a sale or transfer of a stockholder's same relative interest in
Common Stock because that interest would be represented by a greater number of
shares.
The Company has been advised by counsel that the intended stock split would
not result in the recognition of a taxable gain or loss to the stockholders for
federal income tax purposes. In addition, the tax basis for shares in the hands
of a stockholder prior to the distribution of the stock split shares would
become the tax basis for the total number of shares to be held by such
stockholder immediately after such distribution, and the holding period of the
newly acquired shares would be deemed to be the same as the holding period of
the corresponding shares held prior to the stock split. However, each
stockholder should consult his or her own tax advisor with respect to the
particular tax consequences, if any, to him or her of the stock split, including
the applicability and effect of any state, local or foreign tax laws.
In connection with the stock split, the number of shares of Common Stock
underlying outstanding stock options and reserved for issuance under the
Company's various stock option and stock purchase plans would be proportionately
adjusted pursuant to the terms of such plans to reflect the stock split
described above, and the exercise prices per share of outstanding options under
such Company plans would be proportionately reduced. In addition, adjustments
proportionate to the stock split will automatically result under the terms of
the Company's Shareholder Rights Plan as described under "Potential
Anti-Takeover Effect of Authorized Securities" below.
If the proposed Capitalization Amendment is not approved by stockholders,
the existing Certificate of Incorporation will continue in effect and the
Company will not effect the stock split.
IMPLEMENTATION OF THE STOCK SPLIT
Upon receipt by the Company of the requisite consents, the Company will
apply to the Nasdaq Stock Market for the continued listing of the Common Stock
on a post-split basis and will notify Nasdaq of the intended effective date
("Effective Date") of the stock split, which will be at least 10 days after such
notification. The stock split will be effected by the filing of the
Capitalization Amendment with the Delaware Secretary of State. Within 15
calendar days of the Effective Date, the Company will mail, or cause to be
mailed, to each stockholder of record on the Effective Date, a share certificate
representing the number of shares of the Common Stock that, when aggregated with
each stockholders' present number of shares, will equal two times the number of
shares of the Common Stock each stockholder held on the Effective Date. For
example, if you own 100 shares of the Common Stock on the Effective Date, you
will be mailed a new share certificate for 100 shares and you will then be the
owner of 200 shares of the Common Stock. Certificates that currently represent
outstanding shares of Common Stock will represent the same number of post-split
shares of Common Stock after the Effective Date. ACCORDINGLY, PLEASE DO NOT
DESTROY YOUR EXISTING STOCK CERTIFICATES OR RETURN THEM TO THE COMPANY.
Stockholders whose shares are held by a broker or other nominee in "street name"
will not receive certificates representing additional shares but will be
credited with the additional shares of Common Stock in accordance with the
procedures used by their brokers or nominees. Because the Company currently has
no fractional shares of Common Stock outstanding, no fractional shares will be
issued as a result of the proposed 2-for-1 stock split.
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<PAGE> 5
IMPACT ON THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS
On the Company's consolidated balance sheet, the stock split would
generally result in the allocation of an amount equal to the aggregate par value
of the additional shares issued in connection with the stock split to the
"common stock" line of stockholders' equity, and a corresponding deduction of
the same amount from the "additional paid-in capital" line. However, the
reduction in par value, if approved, will completely offset this general result.
The Company's reported amounts of authorized and issued shares will also be
adjusted on a 2-for-1 basis. The stock split will not affect the Company's
income or cash flow statements, except to the extent of the costs of this
consent solicitation statement and related activities to effect the
Capitalization Amendment and resulting stock split, which costs are not expected
to be material to the Company's results of operations. The stock split will
affect all earnings per share amounts reflected on the income statement, since
earnings per share will be restated for the periods presented to reflect the
increase in the number of shares of Common Stock outstanding.
REASONS FOR THE INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company's reserve of authorized but unissued shares of Common Stock has
been substantially depleted in recent years as a result of the Company's
financing activities through the sale of Common Stock and the granting of stock
options under stock option plans. As of December 8, 1998, the Company was
authorized to issue 12,500,000 shares of Common Stock and had 8,777,391 shares
of Common Stock outstanding. The proposed Capitalization Amendment will increase
the number of authorized shares of Common Stock from 12,500,000 to 50,000,000.
If the proposed stock split is approved, the number of shares of Common Stock
outstanding would be approximately 17,555,000, a number well over the currently
authorized 12,500,000 shares of Common Stock. Moreover, in order to provide that
the Company will have a sufficient number of authorized and unissued shares of
Common Stock for other corporate opportunities, such as additional stock
offerings, acquisitions, stock dividends and compensation plans (although there
are no present plans to implement any of the foregoing), the Board of Directors
has decided to increase the number of authorized shares of Common Stock from
12,500,000 to 50,000,000. However, and while this is not the intent of the
Proposal, in addition to general corporate purposes, the proposed share increase
can be used to make a change in control of the Company more difficult. See
"Potential Anti-Takeover Effect of Authorized Securities" below.
Except for the change in par value, the additional shares of Common Stock
for which authorization is sought would be identical to the shares of Common
Stock of the Company authorized prior to approval of this Proposal. Holders of
Common Stock do not have preemptive rights to subscribe to additional securities
that may be issued by the Company, which means that current stockholders do not
have a prior right to purchase any new issue of capital stock of the Company in
order to maintain their proportionate ownership of the Company, except for such
rights as may arise under the Shareholder Rights Plan described under "Potential
Anti-Takeover Effect of Authorized Securities" below.
As of the Record Date, 8,777,391 shares of Common Stock of the Company were
issued and outstanding, and 200 shares of Common Stock were committed for
issuance pursuant to exercised stock options and stock purchase rights. As of
the same date, no shares of the Corporation's Preferred Stock, of which
1,000,000 shares are authorized, were issued or outstanding. No increase in the
number of authorized shares of Preferred Stock of the Company is proposed or
anticipated at the present time. However, the Company has implemented a
Shareholder Rights Plan (described below), pursuant to which shares of Preferred
Stock may in the future be issued.
If approved, the increased number of authorized shares of Common Stock will
be available for issue from time to time for such purposes and consideration as
the Board of Directors may approve, and no further vote of stockholders of the
Company will be required, except as provided under Delaware law or under
applicable stock exchange or stock market rules. The availability of additional
shares for issuance, without the delay and expense of obtaining stockholder
approval at a special meeting, will restore the Company's flexibility to issue
Common Stock to a level that the Board of Directors believes is advisable.
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<PAGE> 6
POTENTIAL ANTI-TAKEOVER EFFECT OF AUTHORIZED SECURITIES
The increase in the authorized Common Stock may facilitate certain
anti-takeover devices that may be advantageous to management if management
attempts to prevent or delay a change of control. The Board of Directors could
create impediments to a takeover or transfer of control of the Company by
causing such additional authorized shares to be issued to a holder or holders
who might side with the Board of Directors in opposing a takeover bid. In this
connection, the Board of Directors could issue shares of Common Stock to a
holder that would thereby have sufficient voting power to assure that certain
types of proposals would not receive the requisite stockholder vote, including
any proposal to remove directors, to accomplish certain business combinations
opposed by the Board of Directors, or to alter, amend or repeal provisions in
the Company's Certificate of Incorporation or Bylaws relating to any such
action. Furthermore, the existence of such shares might have the effect of
discouraging any attempt by a person or entity, through the acquisition of a
substantial number of shares of Common Stock, to acquire control of the Company,
since the issuance of such shares could dilute the Common Stock ownership of
such person or entity. Employing such devices may adversely impact stockholders
who desire a change in management or who desire to participate in a tender offer
or other sale transaction involving the Company. By use of such anti-takeover
devices, the Board of Directors may thwart a merger or tender offer even though
stockholders might be offered a substantial premium over the then current market
price of the Common Stock. At the present time, the Company is not aware of any
contemplated mergers, tender offers or other plans by a third party to attempt
to effect a change in control of the Company, and this Proposal is not being
made in response to any such attempt.
The Certificate of Incorporation of the Company authorizes the issuance of
1,000,000 shares of Preferred Stock, of which 800,000 shares remain undesignated
("Preferred Stock"). In 1996, the Board of Directors designated 200,000 shares
of Preferred Stock as Series A Junior Participating Preferred Stock ("Series A
Preferred Stock") in connection with its adoption of the Shareholder Rights Plan
(discussed below). The Board of Directors, within the limitations and
restrictions contained in the Certificate of Incorporation and without further
action by the Company's stockholders, has the authority to issue the remaining
undesignated Preferred Stock from time to time in one or more series and to fix
the number of shares and the relative rights, conversion rights, voting rights,
rights and terms of redemption, liquidation preferences and any other
preferences, special rights and qualifications of any such series. Any issuance
of Preferred Stock with voting rights could, under certain circumstances, have
the effect of delaying or preventing a change in control of the Company by
increasing the number of outstanding shares entitled to vote and increasing the
number of votes required to approve a change in control of the Company.
On June 4, 1996 the Board of Directors adopted the Shareholder Rights Plan
(the "Rights Plan"), pursuant to which preferred stock rights ("Rights") were
distributed in the form of a dividend to stockholders of record on June 20, 1996
on the basis of one Right for each share of Common Stock held. One Right was
also attached to each share of Common Stock issued by the Company subsequent to
June 20, 1996 to the Effective Date of the Capitalization Amendment. Thereafter,
and prior to the Distribution Date (defined below), one-half of one Right will
attach to each share of post-split Common Stock. Under the Rights Plan, the
stock split will also result in a proportionate 2-for-1 split of the Rights
attached to the Company's shares of Common Stock, and accordingly each
post-split share of Common Stock will have attached to it one-half of one Right
as currently cast. In general, the Rights become exercisable or transferable
only upon the occurrence of certain events related to changes in ownership of
the Common Stock. Once exercisable, each Right entitles its holder to purchase
from the Company 1/100 of a share of the Company's Series A Preferred Stock.
Initially, the purchase price was fixed at $45.00 per 1/100 of a share, subject
to adjustment. In September 1997, the Board of Directors amended the Rights Plan
to increase such purchase price from $45.00 to $225.00 and to provide that any
future amendment of the Rights Plan would only be effective if approved by
continuing members of the Company's Board of Directors, or their designees. The
Rights will separate from the Common Stock and become exercisable or
transferable on a distribution date (the "Distribution Date"), which will occur
on the earlier of (i) 10 days following a public announcement that a person or a
group of affiliated or associated persons (an "Acquiring Person") has acquired
beneficial ownership of securities representing 15% or more of the Common Stock,
or (ii) 10 days following the commencement of a tender or exchange offer that
would result in a person or group of related persons becoming an Acquiring
Person. Upon
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<PAGE> 7
the occurrence of certain other events related to changes in the ownership of
the Company Stock, each holder of a Right would be entitled to purchase shares
of the Common Stock, or an acquiring corporation's common stock, having a market
value equal to two times the exercise value of the Right. The Rights expire on
the earliest of (a) June 4, 2006, (b) consummation of a merger transaction with
a person or group who acquires Common Stock pursuant to a transaction approved
by a majority of the disinterested members of the Company's Board of Directors,
or (c) redemption of the Rights. Subject to certain conditions, the Rights may
be redeemed by the Company's Board of Directors at any time at a price of $0.001
per Right. The Rights are not currently exercisable and trade together with the
shares of Common Stock to which they are attached. The Rights, if exercised,
could cause a substantial dilution to the equity interest in the Company to a
person's or group's ownership interest in the Common Stock that attempts to
acquire the Company on terms not approved by the Company's Board of Directors.
The Rights Plan may be amended or terminated at the discretion of the continuing
members of the Company's Board of Directors then in office. As of or after the
Effective Date, the Company expects to amend the Rights Plan to accommodate the
authorization of the aggregate of 50,000,000 shares of Common Stock, to revise
the purchase price under the Rights Plan, and to amend provisions in order to
facilitate its administration and to make proportionate adjustments.
The Company is also governed by Section 203 of the Delaware General
Corporation Law (the "Delaware anti-takeover law"), which provides that certain
"business combinations" between a Delaware corporation whose stock is generally
traded or held of record by more than 2,000 stockholders, such as the Company,
and an "interested stockholder" (generally defined as a stockholder who
beneficially owns 15% or more of a Delaware corporation's voting stock) are
prohibited for a three-year period following the date that such stockholder
became an "interested stockholder," unless certain exceptions apply. The term
"business combination" is defined generally to include, among other
transactions, mergers, tender offers and transactions which increase an
"interested stockholder's" percentage ownership of stock in a Delaware
corporation.
While it may be deemed to have potential anti-takeover effects, the
proposed amendment to increase the authorized Common Stock is not prompted by
any specific effort or takeover threat currently perceived by the Board of
Directors. Moreover, the Board of Directors does not currently intend to propose
additional anti-takeover measures in the foreseeable future.
BOARD OF DIRECTORS' RESERVATION OF RIGHTS
The Board of Directors retains the authority to take or to authorize
discretionary actions as may be appropriate to carry out the purposes and
intentions of the Proposal, including without limitation editorial modifications
or any other change to the Capitalization Amendment which the Board of Directors
may adopt without stockholder vote in accordance with the Delaware General
Corporation Law.
NO DISSENTERS' RIGHTS
Under Delaware law, stockholders are not entitled to dissenters' rights of
appraisal with respect to the proposed Capitalization Amendment.
REQUIRED CONSENT; RECOMMENDATION OF BOARD DIRECTORS
The affirmative written consent of a majority of the outstanding shares of
Common Stock on the Record Date will be required to approve the Capitalization
Amendment. Both abstentions and broker non-votes are not affirmative votes and,
therefore, will have the same effect as votes against the Proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOUR WRITTEN CONSENT TO
APPROVE THE CAPITALIZATION AMENDMENT.
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<PAGE> 8
ADDITIONAL INFORMATION
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth as of December 8, 1998, information
regarding beneficial ownership of the Company's Common Stock by each director of
the Company, the chief executive officer and the other four most highly
compensated executive officers of the Company, and by all directors and
executive officers of the Company as a group. Except as otherwise indicated
below, each of the persons listed below has sole voting and investment power
with respect to his or her shares. Share numbers do not reflect the proposed
stock split.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED(1)
NAME OF BENEFICIAL OWNER NUMBER PERCENT
---------------------------- ------- -------
<S> <C> <C>
Gary E. Liebl(2)............................................ 20,501 *
H.K. Desai(3)............................................... 95,155 1.1%
Thomas R. Anderson(4)....................................... 30,487 *
Mark K. Edwards(5).......................................... 17,498 *
Lawrence F. Fortmuller, Jr.(3).............................. 14,092 *
Michael R. Manning(6)....................................... 27,156 *
David Tovey(7).............................................. 46,112 *
James A. Bixby(3)........................................... 15,500 *
Carol L. Miltner(8)......................................... 4,325 *
George D. Wells(9).......................................... 8,500 *
All Directors and Executive Officers as a group (11
Persons).................................................. 281,526 3.2%
</TABLE>
- ---------------
* Less than 1% of the outstanding shares of common stock.
(1) Based upon 8,777,391 shares of Common Stock outstanding on December 8, 1998.
Each named person and all directors and executive officers as a group are
deemed to be the beneficial owners of shares of Common Stock that may be
acquired within 60 days upon exercise of stock options as of such date.
Accordingly, the number of shares and percentages set forth next to the name
of such person and all directors and executive officers as a group include
the shares of Common Stock issuable upon stock options exercisable within 60
days of December 8, 1998. However, the shares of Common Stock so issuable
upon such exercise by any such person are not included in calculating the
percentage of Common Stock beneficially owned by any other stockholder.
(2) Includes 17,501 shares which may be purchased pursuant to stock options
which are currently, or within 60 days will be, exercisable.
(3) Consists entirely of shares which may be purchased pursuant to stock options
which are currently, or within 60 days will be, exercisable.
(4) Includes 25,987 shares which may be purchased pursuant to stock options
which are currently, or within 60 days will be, exercisable.
(5) Consists entirely of shares which may be purchased pursuant to stock options
which are currently, or within 60 days will be, exercisable.
(6) Includes 2,400 shares held for the benefit of Mr. Manning's minor children.
Also includes 7,112 shares which may be purchased pursuant to stock options
which are currently, or within 60 days will be, exercisable.
(7) Includes 29,812 shares which may be purchased pursuant to stock options
which are currently, or within 60 days will be, exercisable.
(8) Includes 3,000 shares which may be purchased pursuant to stock options which
are currently, or within 60 days will be, exercisable.
(9) Includes 2,000 shares which may be purchased pursuant to stock options which
are currently, or within 60 days will be, exercisable.
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<PAGE> 9
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding ownership of
outstanding shares of the Company's Common Stock by those individuals or groups
who have advised the Company that they own more than five percent (5%) of such
outstanding shares.
<TABLE>
<CAPTION>
SHARES OWNED
NAME OF ------------------
BENEFICIAL OWNER NUMBER PERCENT
---------------- ------- -------
<S> <C> <C>
Putnam Investments, Inc..................................... 708,559(1) 10.4%
One Post Office Square
Boston, MA 02109
George D. Bjurman & Associates.............................. 607,660(2) 7.1%
10100 Santa Monica Boulevard
Suite 1200
Los Angeles, CA 90067
Nicholas-Applegate Capital Mgmt. ........................... 562,070(3) 6.9%
600 West Broadway
29th Floor
San Diego, CA 92101
VGH Partners, L.L.C. ....................................... 542,500(4) 6.3%
260 Franklin Street
Boston, MA 02110
</TABLE>
- ---------------
(1) Reported in Amendment to its Schedule 13G dated September 17, 1998, which
was filed by Putnam Investments, Inc. ("PI") on behalf of itself and Marsh &
McLennan Companies, Inc., PI's parent holding company, and Putnam Investment
Management, Inc. and The Putnam Advisory Company, Inc., investment advisors
and subsidiaries of PI.
(2) Reported as of December 31, 1997 in Amendment No. 1 to its Schedule 13G
dated April 1, 1998, which was filed by George D. Bjurman & Associates on
behalf of itself and its principals George Andrew Bjurman and Owen Thomas
Barry III.
(3) Reported as of December 31, 1997 in its Schedule 13G dated February 3, 1998.
(4) Reported in its Schedule 13G dated August 3, 1998, which was filed by VGH
Partners, L.L.C. on behalf of itself and the following affiliated entities
and persons: Vinik Partners, L.P., Vinik Asset Management, L.P., Jeffrey N.
Vinik, Michael S. Gordon, Mark D. Hostetter and Vinik Asset Management,
L.L.C.
STOCKHOLDER PROPOSALS
Stockholders who wish to present proposals for action at the 1999 Annual
Meeting of Stockholders should submit their proposals in writing to the
Secretary of the Company at the address of the Company set forth on the first
page of this Consent Statement. Proposals must be received by the Secretary no
later than March 27, 1999 for inclusion in next year's proxy statement and proxy
card. In addition, the Company's Bylaws provide that a stockholder's notice must
be received by the Company not less than 60 nor more than 90 days prior to the
date of such annual meeting in order for the proposal to be considered at the
meeting; provided, however, that in the event that the first public disclosure
of the date of the annual meeting is made less than 70 days prior to the date of
such meeting, proposals must be received not later than the close of business on
the tenth day following the day on which such public disclosure was first made.
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<PAGE> 10
OTHER INFORMATION
The Company files annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC").
You may read and copy any reports, statements or other information filed by the
Company at the SEC's public reference rooms in Washington, D.C., New York City,
and Chicago, Illinois. The Company's SEC filings are also available from
commercial document retrieval services or on the SEC's web site at
http://www.sec.gov. In addition, copies of the Company's financial statements
filed with the SEC will be mailed to stockholders without charge within one
business day of receipt of written request to Investor Relations, QLogic
Corporation, 3545 Harbor Boulevard, Costa Mesa, California 92626. More
information on the Company is available on-line at the Company's site on the
worldwide web at http://www.qlc.com.
BY ORDER OF THE BOARD OF DIRECTORS
Michael R. Manning
Secretary
Costa Mesa, California
December 15, 1998
STOCKHOLDERS ARE URGED TO SPECIFY THEIR CHOICES AND TO DATE, SIGN, AND
RETURN THE ENCLOSED CONSENT IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL
AND YOUR COOPERATION IS APPRECIATED.
8
<PAGE> 11
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
QLOGIC CORPORATION
A DELAWARE CORPORATION
(PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW)
QLOGIC CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
Does Hereby Certify:
FIRST: That at a meeting of the Board of Directors of QLogic Corporation,
resolutions were duly adopted setting forth proposed amendments of the
Certificate of Incorporation of said corporation, declaring said amendments to
be advisable and directing that said amendments be submitted to the stockholders
of said corporation for consideration thereof. The resolutions setting forth the
proposed amendments are as follows:
RESOLVED, that the text of ARTICLE IV: "Authorized Capital Stock," of the
corporation's Certificate of Incorporation be amended to read in full as
follows:
"ARTICLE IV Authorized Capital Stock"
"The corporation is authorized to issue two classes of capital
stock, designated Common Stock and Preferred Stock. The amount of total
authorized capital stock of the corporation is 51,000,000 shares,
divided into 50,000,000 shares of Common Stock, par value $0.05 per
share, and 1,000,000 shares of Preferred Stock, par value $0.10 per
share."
"The shares of Preferred Stock may be issued from time to time in
one or more series. The Board of Directors is hereby authorized to fix
by resolution or resolutions the designations and the powers,
preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions of any series of
shares of Preferred Stock, including without limitation the dividend
rate, conversion rights, redemption price, voting rights and liquidation
preference, of any such series, and to fix the number of shares
constituting such series, and to increase or decrease the number of
shares of any such series (but not below the number of shares thereof
then outstanding). In case the number of shares of any such series shall
be so decreased, the shares constituting such decrease shall resume the
status which they had prior to the adoption of the resolution or
resolutions originally fixing the number of shares of such series."
"Upon the effectiveness of this Certificate of Amendment of
Certificate of Incorporation, each issued and outstanding share of the
corporation's Common Stock, par value $0.10 per share, shall
automatically and without any action on the part of the holder thereof
be reclassified as and changed into two shares of the corporation's
Common Stock, par value $0.05 per share."
RESOLVED FURTHER, that the foregoing amendment of the Certificate of
Incorporation shall in no way modify, amend or supersede the corporation's
Certificate of Designation filed in the office of the Secretary of State of
the State of Delaware on June 14, 1996, which is hereby affirmed.
SECOND: That thereafter, the holders of the necessary number of shares of
capital stock of the Corporation, as required by statute and by the Certificate
of Incorporation, gave their written consent in favor of the foregoing amendment
in accordance with the provisions of Section 228 of the Delaware General
Corporation Law, and written notice thereof was provided to stockholders who did
not so consent.
THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.
A-1
<PAGE> 12
IN WITNESS WHEREOF, QLogic Corporation has caused this Certificate of
Amendment to be signed by its duly authorized Chief Executive Officer, H.K.
Desai, and attested by its duly authorized Secretary, Michael R. Manning, this
15th day of December, 1998.
QLOGIC CORPORATION,
a Delaware corporation
By: /s/ H.K. DESAI
------------------------------------
H.K. Desai
Chief Executive Officer
ATTEST:
/s/ MICHAEL R. MANNING
- --------------------------------------
Michael R. Manning
Secretary
A-2
<PAGE> 13
QLOGIC CORPORATION
CONSENT
THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF QLOGIC
CORPORATION (the "Company"). The Board of Directors of QLogic Corporation
RECOMMENDS CONSENT on the proposal.
Stockholders are urged to mark, sign, date and mail promptly this Consent Card
in the envelope provided. Consents must be received at the address of the
Company by 5:00 p.m., California time, on or before February 15, 1999, unless
the deadline is extended without further notice. If not otherwise terminated,
the Consent Solicitation Period terminates 60 days after the earliest-dated
Consent.
THIS CONSENT CARD IS INTENDED TO OBTAIN CONSENT AND THIS CARD SHALL BE DEEMED TO
INDICATE A CONSENT TO THE PROPOSAL IF NOT INDICATED TO THE CONTRARY.
EACH CONSENT MUST BE SIGNED AND DATED.
Sign exactly as addressed to you. Joint owners should each sign. If signing as
executor, administrator, attorney, trustee, or guardian, give title as such. If
a corporation, sign in full corporate name by authorized officer. If a
partnership, sign in the name of authorized person. Please do not forget to sign
and date this Consent Card.
Please return this Consent Card promptly, using the enclosed envelope. No
postage is required if mailed in the United States of America.
<PAGE> 14
PLEASE SIGN, DATE AND INDICATE APPROVAL BELOW.
PROPOSAL 1: [ ] APPROVE [ ] DISAPPROVE [ ] ABSTAIN
Proposal 1. To consent to the Amendment of the QLogic Corporation
Certificate of Incorporation to increase the authorized number of
shares of Common Stock from 12,500,000 to 50,000,000, to reduce
the per share par value from $0.10 to $0.05, and to effect a
2-for-1 stock split of the issued and outstanding shares of
QLogic Corporation upon the effectiveness of such Amendment.
SIGNATURE(S)
- ----------------------------------
Signature
- ----------------------------------
Signature (if held jointly)
Title or authority (if applicable)
Date: _________________, 199_
THIS WRITTEN CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY. MANAGEMENT AND THE BOARD OF DIRECTORS RECOMMEND A CONSENT TO "APPROVE"
PROPOSAL NO. 1. THIS CONSENT CARD WILL BE COUNTED AS YOU INDICATE ABOVE; IN THE
ABSENCE OF SUCH INDICATION, IT WILL BE DEEMED TO INDICATE CONSENT TO "APPROVE"
THE FOREGOING PROPOSAL.
