<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
ANCOR COMMUNICATIONS, INC.
(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] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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.:
3) Filing Party:
4) Date Filed:
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Qlogic Corporation and
Ancor Communications Incorporated
distributed this press release
on or about Wednesday, June 21, 2000
QLogic and Ancor Announce Early Termination of H-S-R Waiting Period
Stockholder Meeting Dates
ALISO VIEJO, Calif. and EDEN PRAIRIE, Minn.--(BUSINESS WIRE)--June 21, 2000--
We urge investors and security holders to read QLogic's Registration Statement
on Form S-4 and the Joint Prospectus/Proxy Statement of QLogic and Ancor
relating to the merger transaction described below, when they become available,
because they will contain important information. When these and other documents
relating to the transaction are filed with the U.S. Securities and Exchange
Commission, they may be obtained free at the SEC's web site at www.sec.gov. You
may also obtain each of these documents (when they become available) for free
from QLogic or from Ancor by directing your request to the investor relations
contact persons identified below.
QLogic Corp. (NASDAQ: - news) and Ancor Communications, Incorporated
(NASDAQ:ANCR - news) announced today that the Federal Trade Commission and the
Department of Justice have granted early termination of the Hart-Scott-Rodino
waiting period for QLogic's previously announced agreement to acquire Ancor.
The companies also announced that they expect meetings of their respective
stockholders to consider the transaction to be held on August 1, 2000.
About Ancor Communications
Ancor Communications Inc. (Nasdaq: ANCR - news) provides high-performance
SANbox(TM) Fibre Channel switches for storage area networks (SANs). The
company's customers include EMC, Hitachi Data Systems, INRANGE Corporation, MTI
Technology Corp., Sun Microsystems, and premier SAN resellers, including Bell
Microproducts and Datalink. The company was the first to deliver a Fibre Channel
switch, and the first to hit the one-gigabit performance level. Ancor, an ISO
9001 quality certified company, is a member of the Fibre Channel Industry
Association, the Storage Networking Industry Alliance, the InfiniBand Trade
Association, the ANSI Standards Committee, and the University of New Hampshire
Fibre Channel Consortium to promote the advancement of Fibre Channel standards
and interoperability. Information on Ancor is available on the Web at
http://www.ancor.com.
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About QLogic
A member of the Nasdaq-100 Index, QLogic Corporation sold more Fibre Channel
host bus adapters in 1999 than any other manufacturer in the world according to
IDC. The company is also a leading designer and supplier of semiconductor and
board-level I/O and enclosure management products targeted at the computer
system, storage device and storage subsystem marketplaces. QLogic
high-performance controllers are implemented in products from technology leaders
such as AMI, Compaq, Dell, Fujitsu, Hitachi, IBM, Iwill, Quantum, Raidtec,
Siemens, Sun Microsystems and Unisys. The company's high-performance Fibre
Channel and SCSI solutions play a key role in enabling enterprise-level storage
area networks (SANs) and the company's enclosure management products monitor and
communicate component information that is critical to computer system and
storage subsystem reliability and availability. For more information about
QLogic and its products, contact QLogic Corp., 26600 Laguna Hills Drive, Aliso
Viejo, CA 92656; telephone: 800/662-4471 (sales); 949/389-6000 (corporate); fax:
949/389-6126; home page http://www.qlogic.com.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
QLogic Corporation ("QLogic") and Ancor Communications, Incorporated, ("Ancor ")
plan to file a Registration Statement on Form S-4 and other relevant documents
with the Securities and Exchange Commission (the "SEC") in connection with the
merger, and QLogic and Ancor expect to mail a Joint Proxy Statement/Prospectus
to stockholders of QLogic and Ancor containing information about the merger.
Investors and security holders are urged to read the Registration Statement, the
Joint Proxy Statement/Prospectus, and other documents filed with the SEC
carefully when they are available. The Registration Statement, Joint Proxy
Statement/Prospectus, and other filings will contain important information about
QLogic, Ancor, the merger, the persons soliciting proxies relating to the
merger, their interests in the merger, and related matters. Investors and
security holders will be able to obtain free copies of these documents through
the website maintained by the SEC at http://www.sec.gov. Investors will be able
to obtain copies of the documents free of charge from QLogic by directing a
request through the Investor Information portion of QLogic's website at
http://www.qlogic.com or by mail to QLogic Corporation, 26600 Laguna Hills
Drive, Aliso Viejo, CA 92656, attention: Investor Relations, telephone: (949)
389-6000. Documents filed by Ancor will be available free of charge from Ancor
by directing a request through the Investor Information portion of Ancor's
website at http://www.ancor.com or by directing a request by mail to Ancor
Communications, Incorporated, 6321 Bury Drive, Eden Prairie, MN 55346,
attention: Investor Relations, telephone: (612) 932-4000. In addition to the
Registration Statement and the Joint Proxy Statement/Prospectus, QLogic and
Ancor file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information filed by QLogic or Ancor at the SEC public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms.
QLogic's and Ancor's filings with the SEC are also available to the public from
commercial document-retrieval services and at the Web site maintained by the SEC
at http://www.sec.gov.
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INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT
BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS. NOTHING
HEREIN SHALL CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE.
SOLICITATION OF PROXIES; INTERESTS OF CERTAIN PERSONS IN THE MERGER.
QLogic, Ancor and their respective directors and executive officers, whom may be
considered participants in this transaction, and certain other members of
management and employees may be soliciting proxies from QLogic's stockholders
and Ancor's shareholders in favor of approval and adoption of the merger
agreement.
The following are the directors and executive officers of QLogic:
Name Position
---- --------
H.K. Desai Director, Chairman of the Board, Chief Executive
Officer and President
Thomas R. Anderson Vice President and Chief Financial Officer
Michael R. Manning Secretary and Treasurer
David Tovey Vice President and General Manager, Peripheral Products
Mark A. Edwards Vice President and General Manager, Computer Products
David M. Race Vice President and General Manger, Enclosure Management
Products
Mark D. Spowart Vice President, Sales
Lawrence F. Fortmuller Vice President, Marketing
Robert W. Miller Vice President, Operations
Carol L. Miltner Director
George D. Wells Director
Larry R. Carte Director
Jim Fiebiger Director
The following are the directors and executive officers of Ancor:
Name Position
---- --------
Kenneth E. Hendrickson Director and Chief Executive Officer
Calvin G. Nelson President
Steven E. Snyder Chief Financial Officer and Secretary
John F. Carlson Director
Gerald M. Bestler Director
Paul F. Lidsky Director
Michael L. Huntley Director
Amyl Ahola Director
Thomas F. Hunt, Jr. Director
The directors and executive officers of Ancor have interests in the merger, some
of which may differ from, or may be in addition to, those of Ancor shareholders
generally. Those interests include:
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o in connection with the merger, Steve Snyder and Calvin Nelson have entered
into employment agreements with Ancor and noncompetition agreements with
QLogic which will be effective as of the closing date of the merger;
o in connection with the merger, Ken Hendrickson has entered a consulting
agreement and a noncompetition agreement with QLogic which will be
effective as of the closing date of the merger;
o in connection with the merger certain key engineers may enter into
employment agreements with Ancor and noncompetition agreements with QLogic;
o certain of the directors and executive officers of Ancor may own options to
purchase shares of Ancor common stock which will become vested and
exercisable in connection with the merger;
o Ken Hendrickson will be nominated to become a member of the board of
directors of QLogic in connection with the merger; and
o certain of the executive officers of Ancor will receive payments pursuant
to the merger that are considered to be "parachute payments" under the
Internal Revenue Code of 1986, and Ancor will pay excise taxes on behalf of
the executive officers in connection with such parachute payments.
Additional information about the officers and directors of QLogic can be found
in QLogic's Proxy Statement for its 1999 Annual Meeting of Stockholders. More
information about the officers and directors of Ancor, including information
about their option benefits and holdings of Ancor common stock can be found in
Ancor's Proxy Statement for its 2000 Annual Meeting of Shareholders in the
section titled "Executive Compensation." QLogic's and Ancor's filings with the
SEC are available to the public from commercial document-retrieval services and
at the Web site maintained by the SEC at http://www.sec.gov.
The report contains forward-looking statements within the meaning of the Safe
Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
References made in this report, and in particular, statements regarding the
proposed QLogic/Ancor merger are based on management's current expectations or
beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. In particular, the following factors, among others,
could cause actual results to differ materially from those described in the
forward-looking statements: inability to obtain, or meet conditions imposed for,
governmental approvals for the merger; failure of the QLogic stockholders or
Ancor shareholders to approve the merger; costs related to the merger the risk
that the QLogic and Ancor businesses will not be integrated successfully; and
other economic, business, competitive and/or regulatory factors affecting the
businesses of QLogic and Ancor generally.
For a detailed discussion of these and other cautionary statements concerning
QLogic and Ancor and their respective operations, please refer to QLogic's and
Ancor's filings with the Securities and Exchange Commission, including their
most recent filings on Form 10-K and 10-Q, QLogic's and Ancor's Proxy Statements
for their respective Annual Meetings of Stockholders and the "Forward-Looking
Statements" section of the Management's Discussion and Analysis section of
QLogic's Form 10-K for the fiscal year ended March 28, 1999 and Form 10-Q for
the quarterly period ended December 26, 1999. QLogic's and Ancor's filings with
the SEC are
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available to the public from commercial document-retrieval services and at the
Web site maintained by the SEC at http://www.sec.gov.
Trademarks and registered trademarks are the property of the companies with
which they are associated.
---------------
Contact:
QLogic Corp., Aliso Viejo
Steve Sturgeon (editors), 949/389-6268
E-mail: [email protected]
or
Tom Anderson (investors), 949/389-6213
E-mail: [email protected]
or
Ancor Communications, Eden Prairie
Mary Miller (editors), 612/932-4071
E-mail: [email protected]
or
Steve Snyder (investors), 612/932-4003
E-mail: [email protected]
