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As Filed With the Securities and Exchange Commission on August 2, 2000
Registration 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)
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DELAWARE 33-0537669
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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26600 LAGUNA HILLS DRIVE, ALISO VIEJO, CALIFORNIA 92656
(Address of Principal Executive Offices) (Zip Code)
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QLOGIC SWITCH PRODUCTS, INC. 1990 STOCK OPTION PLAN
QLOGIC SWITCH PRODUCTS, INC. 1994 LONG-TERM INCENTIVE AND STOCK OPTION PLAN
QLOGIC SWITCH PRODUCTS, INC. NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full titles of the plans)
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Thomas R. Anderson, Vice President and Chief Financial Officer
QLogic Corporation
26600 Laguna Hills Drive
Aliso Viejo, California 92656
(Name and address of agent for service)
(949) 389-6000
(Telephone number, including area
code, of agent for service)
Copy to:
Nick E. Yocca, Esq.
Stradling Yocca Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(949) 725-4000
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered(1) Offering Price Aggregate Offering Registration Fee
Per Share(2) Price
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Common Stock, 1,724,036 shares $25.428 $43,838,907 $11,573.47
$0.001 par value(3)
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(1) Represents the shares of Common Stock of the Registrant issuable upon the
exercise of options granted under the QLogic Switch Products, Inc. 1990
Stock Option Plan, the QLogic Switch Products, Inc. 1994 Long-Term Incentive
and Stock Option Plan and the QLogic Switch Products, Inc. Nonemployee
Director Stock Option Plan, all of which options were assumed by the
Registrant in connection with the merger of Amino Acquisition Corp., a
wholly-owned subsidiary of the Registrant with and into QLogic Switch
Products, Inc. (formerly Ancor Communications, Incorporated) on August 1,
2000.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h). Pursuant to Rule 457(h)(1), the aggregate
offering price is computed upon the basis of the price at which the options
may be exercised, the weighted average of which is $3.3768 (for options
under the 1990 Stock Option Plan), $24.7618 (for options under the 1994
Long-Term Incentive Stock Option Plan) and $43.0237 (for options under the
Nonemployee Director Stock Option Plan).
(3) Includes corresponding rights to acquire shares of the Registrant's Common
Stock pursuant to the Rights Agreement, dated June 4, 1996, as amended,
between the Registrant and Harris Trust Company of California.
PAGE 1 OF 8 PAGES EXHIBIT INDEX ON PAGE [8]
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement on Form S-8 in accordance with Rule 428
under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 registers shares of the
Registrant's Common Stock which may be issued in connection with, or in respect
of, options ("QLogic Switch Products Options") to purchase shares of common
stock, par value $0.01 per share (the "QLogic Switch Products Stock") of QLogic
Switch Products, Inc. (formerly Ancor Communications, Incorporated), a Minnesota
corporation ("QLogic Switch Products"), outstanding pursuant to the QLogic
Switch Products, Inc. 1990 Stock Option Plan, the QLogic Switch Products, Inc.
1994 Long Term Incentive and Stock Option Plan and the QLogic Switch Products,
Inc. Nonemployee Director Stock Option Plan.
The Agreement and Plan of Merger, dated as of May 7, 2000 (the "Merger
Agreement"), between the Registrant, Amino Acquisition Corp., a Minnesota
corporation and wholly-owned subsidiary of the Registrant ("Merger Sub"), and
QLogic Switch Products provides that, at the effective time (the "Effective
Time") of the merger of Merger Sub with and into QLogic Switch Products, each
QLogic Switch Products Option shall be assumed by the Registrant and converted
into an option to acquire, on substantially the same terms and conditions as
were applicable under such QLogic Switch Products Option, the number of whole
shares of Registrant's Common Stock equal to the number of shares of QLogic
Switch Products Stock that were issuable upon exercise of such QLogic Switch
Products Option immediately prior to the Effective Time multiplied by an
exchange ratio of 0.5275, with any fractional shares of Common Stock resulting
from such calculation being rounded down to the nearest whole share, at a per
share exercise price equal to the exercise price per share of QLogic Switch
Products Stock at which such QLogic Switch Products Option was exercisable
immediately prior to the Effective Time divided by such exchange ratio (rounded
up to the nearest whole cent).
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Registrant with
the Securities and Exchange Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K, as amended, for the
fiscal year ended April 2, 2000;
(b) The Registrant's Current Report on Form 8-K, filed on May 11, 2000;
(c) The description of the Registrant's Common Stock that is contained
in the Registrant's Registration Statement on Form 10 (Commission file number
0-23298) filed with the Commission under the Exchange Act on February 15, 1994,
including any amendment or report filed for the purpose of updating such
description;
(d) The description of the Rights to Purchase Series A Junior
Participating Preferred Stock (the "Rights") and of the Series A Junior
Participating Preferred Stock, par value $0.001 per share, that is contained in
the Registrant's Registration Statement on Form 8-A filed with the Commission
under Section 12 of the Exchange Act on June 19, 1996, including any amendment
or report filed for the purpose of updating that description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities
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offered have been sold or which deregisters all of such securities then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents, except as to any
portion of any future annual or quarterly report to stockholders or document
that is not deemed filed under such provisions. For the purposes of this
registration statement, any statement in a document incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement
contained in this registration statement modifies or supersedes a statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
(a) Section 145 of the Delaware General Corporation Law makes provision
for the indemnification of officers and directors in terms sufficiently broad to
include indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "1933 Act"). Section 145 of the Delaware General Corporation law
permits indemnification by the corporation of its officers and directors against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by them in connection with actions
or proceedings against them if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. Section 145 provides that no
indemnification may be made, however, without court approval, in respect of any
claim as to which the officer or director is adjudged to be liable to the
corporation. Such indemnification provisions of Delaware law are expressly not
exclusive of any other rights which the officers or directors may have under the
corporation's by-laws or agreements, pursuant to the vote of stockholders or
disinterested directors or otherwise.
(b) The Restated Certificate of Incorporation, as amended, of the
Registrant provides that the Registrant will, to the maximum extent permitted by
law, indemnify each of its officers and directors against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with any proceeding arising by reason of the fact any such person is
or was a director or officer of the Registrant. The Company also carries
directors and officers liability insurance.
(c) The Company has entered into separate indemnification agreements
with its directors and officers. These agreements require the Company, among
other things, to indemnify them against liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from actions not taken in good faith or in a manner the indemnitee believed to
be opposed to the best interests of the Company), and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the 1933 Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
Number Description
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5.1 Opinion of Stradling Yocca Carlson & Rauth, a
Professional Corporation, Counsel to the Registrant.
23.1 Consent of Stradling Yocca Carlson & Rauth, a
Professional Corporation (included in the Opinion
filed as Exhibit 5.1).
23.2 Consent of KPMG LLP, independent auditors.
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or
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Section 15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Aliso Viejo, State of California, on the 2nd day
of August, 2000.
QLOGIC CORPORATION
By: /s/ Thomas R. Anderson
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Thomas R. Anderson
Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
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/s/ H.K. Desai Chairman Of The Board Of Directors, August 2, 2000
---------------------------------------- President and Chief Executive Officer
H.K. DESAI (Principal Executive Officer)
/s/ Thomas R. Anderson Vice President and Chief Financial August 2, 2000
---------------------------------------- Officer
THOMAS R. ANDERSON (Principal Financial and
Accounting Officer)
/s/ Michael R. Manning Secretary and Treasurer August 2, 2000
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MICHAEL R. MANNING
* Director August 2, 2000
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GEORGE D. WELLS
* Director August 2, 2000
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CAROL L. MILTNER
* Director August 2, 2000
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LARRY R. CARTER
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SIGNATURE TITLE DATE
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* Director August 2, 2000
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JIM FIEBIGER
/s/ Thomas R. Anderson August 2, 2000
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* THOMAS R. ANDERSON
AS ATTORNEY-IN-FACT
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EXHIBIT INDEX
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Sequential
Number Description Page Number
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5.1 Opinion of Stradling Yocca Carlson & Rauth, a
Professional Corporation, Counsel to the Registrant.
23.1 Consent of Stradling Yocca Carlson & Rauth, a
Professional Corporation (included in the Opinion
filed as Exhibit 5.1).
23.2 Consent of KPMG LLP, independent auditors.
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1).
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