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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
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.)
26600 Laguna Hills Drive
Aliso Viejo, California 92656
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(Address, including zip code, of principal executive offices)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this Form
relates: Not Applicable
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None Not Applicable
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
Effective January 24, 2000, QLogic Corporation (the "Company") executed
a Second Amendment to Rights Agreement (the "Second Amendment") to the Rights
Agreement dated as of June 4, 1996 (the "Rights Agreement") as previously
amended on November 19, 1997 (the "First Amendment") between the Company and
Harris Trust Company of California, as Rights Agent. The Second 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 $425.00, whereas
the original Rights Agreement had provided for a Purchase Price of $45.00 and
the First Amendment had provided for a Purchase Price of $225.00. The Second
Amendment further provides that if a majority of the Board of Directors is
elected by stockholder action by written consent or at a special meeting of
stockholders (a meeting other than a regularly scheduled annual meeting), no
Board of Directors' approval of a future supplement or amendment of the Rights
Agreement shall be effective until the earlier to occur of (i) the 180th day
following the effectiveness of such election or (ii) the next annual meeting of
the stockholders of the Company following the effectiveness of such election
(including any postponement or adjournment thereof).
A copy of the Second Amendment and Notice to Rights Agent are filed as
Exhibits hereto. The original Rights Agreements 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, and the First Amendment was filed as Exhibit 2 to
the Registration Statement on Form 8-A/A filed with the Securities and Exchange
Commission on November 25, 1997. 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 2.1 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. (Incorporated by reference to Exhibit 2 to the
Company's Registration Statement on Form 8-A/A filed November 25,
1997.)
3. Second Amendment to Rights Agreement, dated as of January 24, 2000,
between the Company and Harris Trust Company of California, as
Rights Agent.
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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/ THOMAS R. ANDERSON
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Thomas R. Anderson,
Vice President-Finance and
Chief Financial Officer
Date: June 1, 2000
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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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 2.1 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. (Incorporated by reference to Exhibit 2 to the
Company's Registration Statement on Form 8-A/A filed November
25, 1997.)
3. Second Amendment to Rights Agreement, dated as of January 24,
2000, between the Company and Harris Trust Company of
California, as Rights Agent.
