QLOGIC CORP
8-K, 2000-01-24
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported) January 19, 2000
                                                         ----------------


                               QLOGIC CORPORATION
                               ------------------


             (Exact name of registrant as specified in its charter)



               Delaware             0-23298            33-0537669
             ------------------------------------------------------
             (State or other      (Commission        (IRS Employer
               jurisdiction       File Number)      Identification No)
             of incorporation)



               3545 Harbor Boulevard, Costa Mesa, California 92626
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)



        Registrant's telephone number, including area code (714) 438-2200
                                                           --------------

                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)


<PAGE>   2

ITEM 5. OTHER EVENTS

         On January 19, 2000, the Registrant's Board of Directors approved a
two-for-one stock split of the Registrant's issued and outstanding Common Stock,
to be effected by way of a stock dividend. The Board of Directors further
determined that the record date for the stock split would be February 2, 2000,
meaning that only stockholders of record on such date will be entitled to
receive post-split shares of Common Stock. The payable date has been set at
February 8, 2000, and the ex-dividend date will be February 9, 2000. Attached
are the Registrant's Press Releases concerning the stock split.


ITEM 7. EXHIBITS

       Exhibits:

       99.1     Press Release dated January 19, 2000.
       99.2     Press Release dated January 20, 2000.


                                       2
<PAGE>   3

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             QLOGIC CORPORATION


Date:  January 24, 2000                      By:  /S/ THOMAS R. ANDERSON
                                                  -------------------------
                                                  Thomas R. Anderson
                                                  Vice President--Finance, Chief
                                                  Financial Officer


                                       3
<PAGE>   4

                                  EXHIBIT INDEX

Exhibits                     Description
- --------                     -----------

  99.1                       Press Release dated
                             January 19, 2000

  99.2                       Press Released dated
                             January 20, 2000


                                       4

<PAGE>   1

                                                                    EXHIBIT 99.1
FOR IMMEDIATE RELEASE



EDITOR'S CONTACT:
Thomas R. Anderson                          Michael R. Manning
Vice President, CFO                         Secretary & Treasurer
QLogic Corporation                          QLogic Corporation
Phone:  714/668-5092                        Phone:  714/668-5344
Fax:  714/668-5090                          Fax:  714/668-5090

                QLOGIC CORPORATION ANNOUNCES 2-FOR-1 STOCK SPLIT

         Costa Mesa, Calif., January 19, 2000 -- QLogic Corporation
(Nasdaq:QLGC), a leading designer and supplier of semiconductor and board-level,
input/output (I/O) and enclosure management products, announced today that its
Board of Directors approved a two-for-one stock split of the Company's issued
and outstanding common stock to be effected by way of a stock dividend. On the
ex-dividend date of February 9, 2000, stockholders will be entitled to receive
one additional share for every share they own on the record date of February 2,
2000. Following the effective date of the split, QLogic will have approximately
73 million shares outstanding. This action will be the third time that QLogic's
stock has been split since the Company's stock commenced public trading.
Previous two-for-one stock splits occurred in February 1999 and August 1999.

         QLogic Corporation is a leading designer and supplier of semiconductor
and board-level I/O (input/output) and enclosure management products. The
Company's products provide high-performance interface connections between
computer systems and their attached data storage peripherals, such as hard disk
drives, tape drives and RAID subsystems. In addition, QLogic provides enclosure
management products that monitor and communicate management information related
to components that are critical to computer system and storage subsystem
reliability and availability. QLogic's highly integrated, fully featured
solutions are targeted at the computer system, storage device and storage
subsystem marketplaces. The Company believes

<PAGE>   2

that its I/O and enclosure management solutions encompass one of the industry's
broadest ranges of Fibre Channel and SCSI technologies, and offer OEM customers
a simple, low risk migration path between technologies.

         With the exception of historical information, the statements set forth
above include forward-looking statements that involve risks and uncertainties.
The Company wishes to advise readers that a number of important factors could
cause actual results to differ materially from those in the forward-looking
statements. Those factors include uncertainties concerning the identification
and integration of appropriate technology acquisitions and new technical
personnel; new and changing technologies and uncertain customer acceptance of
those technologies; a change in semiconductor foundry capacity or conditions;
fluctuations in the growth of I/O markets; fluctuations or cancellations in
orders from OEM customers; the Company's ability to compete effectively with
other companies; cancellation of OEM products associated with design wins; and
reductions in the need for space and increased costs of operations due to
facility relocation. Carrying additional expansion space may increase costs and
adversely impact future earnings. These and other factors which could cause
actual results to differ materially are also discussed in the company's filings
with the Securities and Exchange Commission, including its recent filings on
Form S-3, Form 10-K, and Form 10-Q. Trademarks and registered trademarks are the
property of the companies with which they are associated.

         More information on QLogic is available from the Company's SEC filings.
Contact QLogic Corporation, 3545 Harbor Blvd., Costa Mesa, CA 92626.
Sales 800/662-4471. Corporate 714/438-2200. World Wide Web http://www.qlc.com.


<PAGE>   1

                                                                    EXHIBIT 99.2

FOR IMMEDIATE RELEASE



EDITOR'S CONTACT:
Thomas R. Anderson                          Michael R. Manning
Vice President, CFO                         Secretary & Treasurer
QLogic Corporation                          QLogic Corporation
Phone:  714/668-5092                        Phone:  714/668-5344
Fax:  714/668-5090                          Fax:  714/668-5090


                 QLOGIC CORPORATION CONFIRMS 2-FOR-1 STOCK SPLIT

         Costa Mesa, Calif., January 20, 2000 - QLogic Corporation
(Nasdaq:QLGC), a leading designer and supplier of semiconductor and board-level,
input/output (I/O) and enclosure management products, confirmed today that its
Board of Directors approved a two-for-one split of the Company's issued and
outstanding common stock to be effected by way of a stock dividend. The payable
date for the stock dividend will be February 8, 2000, payable to stockholders of
record on February 2, 2000.

         The Company's products provide high-performance interface connections
between computer systems and their attached data storage peripherals, such as
hard disk drives, tape drives and RAID subsystems. In addition, QLogic provides
enclosure management products that monitor and communicate management
information related to components that are critical to computer system and
storage subsystem reliability and availability. QLogic's highly integrated,
fully featured solutions are targeted at the computer system, storage device and
storage subsystem marketplaces. The Company believes that its I/O and enclosure
management solutions encompass one of the industry's broadest ranges of Fibre
Channel and SCSI technologies, and offer OEM customers a simple, low risk
migration path between technologies.

<PAGE>   2

         With the exception of historical information, the statements set forth
above include forward-looking statements that involve risks and uncertainties.
The Company wishes to advise readers that a number of important factors could
cause actual results to differ materially from those in the forward-looking
statements. Those factors include uncertainties concerning the identification
and integration of appropriate technology acquisitions and new technical
personnel; new and changing technologies and uncertain customer acceptance of
those technologies; a change in semiconductor foundry capacity or conditions;
fluctuations in the growth of I/O markets; fluctuations or cancellations in
orders from OEM customers; the Company's ability to compete effectively with
other companies; cancellation of OEM products associated with design wins; and
reductions in the need for space and increased costs of operations due to
facility relocation. Carrying additional expansion space may increase costs and
adversely impact future earnings. These and other factors which could cause
actual results to differ materially are also discussed in the company's filings
with the Securities and Exchange Commission, including its recent filings on
Form S-3, Form 10-K, and Form 10-Q. Trademarks and registered trademarks are the
property of the companies with which they are associated.

     More information on QLogic is available from the Company's SEC filings.
Contact QLogic Corporation, 3545 Harbor Blvd., Costa Mesa, CA 92626.
Sales 800/662-4471. Corporate 714/438-2200. World Wide Web http://www.qlc.com.



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