0001013594-14-000686.txt : 20141110 0001013594-14-000686.hdr.sgml : 20141110 20141110172046 ACCESSION NUMBER: 0001013594-14-000686 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141110 DATE AS OF CHANGE: 20141110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMULEX CORP /DE/ CENTRAL INDEX KEY: 0000350917 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 510300558 STATE OF INCORPORATION: DE FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34050 FILM NUMBER: 141209864 BUSINESS ADDRESS: STREET 1: 3333 SUSAN STREET CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7146625600 MAIL ADDRESS: STREET 1: 3333 SUSAN STREET CITY: COSTA MESA STATE: CA ZIP: 92626 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES, L.P. CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ELLIOTT ASSOCIATES LP DATE OF NAME CHANGE: 19930513 SC 13D/A 1 emulex13da-110714.htm emulex13da-110714.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13D
(RULE 13D - 101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
 
(Amendment No. 1)*
 
Emulex Corporation
(Name of Issuer)
 
Common stock, $0.10 par value
(Title of Class of Securities)
 
292475209
(CUSIP Number)
 
Stephen M. Schultz, Esq..
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
November 6, 2014
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 

 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott Associates, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
749,180
   
8.
SHARED VOTING POWER
   
 
0
   
9.
SOLE DISPOSITIVE POWER
   
 
749,180
   
10.
SHARED DISPOSITIVE POWER
   
 
0
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
749,180
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
1.1%
   
14.
TYPE OF REPORTING PERSON
   
 
PN

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott International, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands, British West Indies
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
1,454,284
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
1,454,284
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,454,284
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
2.0%
   
14.
TYPE OF REPORTING PERSON
   
 
PN

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott International Capital Advisors Inc.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
OO
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
1,454,284
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
1,454,284
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,454,284
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
2.0%
   
14.
TYPE OF REPORTING PERSON
   
 
CO

 
 
 


 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
Elliott Working Capital
   $ 4,914,282.42  
           
Elliott International Working Capital
   $ 9,548,255.47  

 
ITEM 5.
Interest in Securities of the Issuer.
 
Item 5(a) is hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 71,279,009 shares of Common Stock outstanding as of October 24, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2014.
 
As of the date hereof, 2014, Elliott, Elliott International and EICA collectively beneficially owned an aggregate of 2,203,464 shares of Common Stock, constituting approximately 3.1% of all of the outstanding shares of Common Stock.
 
As of the date hereof, Elliott owned directly 749,180 shares of Common Stock, constituting approximately 1.1% of the shares of Common Stock outstanding.
 
As of the date hereof, Elliott International owned directly 1,454,284 shares of Common Stock, constituting approximately 2.0% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 1,454,284 shares of Common Stock owned directly by Elliott International, constituting approximately 2.0% of the shares of Common Stock outstanding.
 
Item 5(c) is hereby amended to add the following:
 
(c)           The transactions effected by the Reporting Persons in the Common Stock during the past 60 days are set forth on Schedule 1 attached hereto.
 
Item 5(e) is hereby amended and restated to read as follows:
 
(e)           As of November 6, 2014, the Reporting Persons ceased to be the beneficial owners of more than five percent of the shares of Common Stock outstanding.
 

 
 
 


 
SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
 
Dated:
November 10, 2014
 
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
  
       
       
 
By:
/s/ Elliot Greenberg
  
   
Elliot Greenberg,
  
   
Vice President
  
       
       
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
  
       
       
 
By:
/s/ Elliot Greenberg
  
   
Elliot Greenberg,
  
   
Vice President
  
       
       

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
 
       
By:
/s/ Elliot Greenberg
  
 
Elliot Greenberg,
  
 
Vice President
  

 

 
 
 


 
SCHEDULE 1
 
Transactions of the Reporting Persons Effected
 
During the Past 60 Days
 
The following transactions were effected by Elliott Associates, L.P.:
 
Date
Security
  
Amount of Shs.
(Sold)
    
Price ($) per Share
  
11/10/14
Common Stock
     (3,040 )     5.8029  
11/10/14
Common Stock
     (170,000 )     5.7711  
11/10/14
Common Stock
     (30,713 )     5.7886  
11/07/14
Common Stock
     (89,852 )     5.9010  
11/07/14
Common Stock
     (74,871 )     5.8681  
11/07/14
Common Stock
     (34,000 )     5.9046  
11/06/14
Common Stock
     (51,972 )     6.0047  
11/06/14
Common Stock
     (84,973 )     5.9836  
11/05/14
Common Stock
     (127,683 )     6.0006  
11/04/14
Common Stock
     (35,065 )     5.9518  
11/03/14
Common Stock
     (36,492 )     5.7960  
10/31/14
Common Stock
     (102,000 )     5.6836  
10/30/14
Common Stock
     (17,000 )     5.4676  
10/29/14
Common Stock
     (17,000 )     5.5209  
10/28/14
Common Stock
     (20,400 )     5.4231  
10/28/14
Common Stock
     (8,500 )     5.3800  
10/27/14
Common Stock
     (8,500 )     5.3292  
10/24/14
Common Stock
     (52,836 )     5.4039  
10/23/14
Common Stock
     (50,000 )     5.4202  
 
All of the above transactions were effected on the open market.
 

 
The following transactions were effected by Elliott International, L.P.:
 
Date
Security
  
Amount of Shs.
(Sold)
    
Price ($) per Share
  
11/10/14
Common Stock
     (330,000 )     5.7711  
11/10/14
Common Stock
     (5,902 )     5.8029  
11/10/14
Common Stock
     (59,620 )     5.7886  
11/07/14
Common Stock
     (66,000 )     5.9046  
11/07/14
Common Stock
     (174,418 )     5.9010  
11/07/14
Common Stock
     (145,339 )     5.8681  
11/06/14
Common Stock
     (100,887 )     6.0047  
11/06/14
Common Stock
     (164,949 )     5.9836  
11/05/14
Common Stock
     (247,854 )     6.0006  
11/04/14
Common Stock
     (68,068 )     5.9518  
11/03/14
Common Stock
     (70,838 )     5.7960  
10/31/14
Common Stock
     (198,000 )     5.6836  
10/30/14
Common Stock
     (33,000 )     5.4676  
10/29/14
Common Stock
     (33,000 )     5.5209  
10/28/14
Common Stock
     (39,600 )     5.4231  
10/28/14
Common Stock
     (16,500 )     5.3800  
10/27/14
Common Stock
     (16,500 )     5.3292  
10/24/14
Common Stock
     (51,164 )     5.4039  
 
All of the above transactions were effected on the open market.