8-K

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): June 2, 2008 (May 30, 2008)

BROCADE COMMUNICATIONS SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 000-25601
(Commission File Number) 77-0409517
(I.R.S. Employer
Identification Number)

1745 Technology Drive
San Jose, CA 95110

(Address, including zip code, of principal executive offices)

(408) 333-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 2.02 Results of Operations and Financial Condition.
	Item 9.01 Financial Statements and Exhibits.
Exhibit Index
EXHIBIT 99.1

Item 1.01 Entry into a Material Definitive Agreement.

     On May 30, 2008, Brocade Communications Systems, Inc. reached an agreement in principle with lead plaintiffs to settle its federal securities class action lawsuit. The litigation relates to the Company’s restatement of certain financial results in 2005 due to stock-based compensation accounting issues. Under the terms of the preliminary settlement, Brocade will pay $160 million to the plaintiff class in exchange for the dismissal with prejudice of all claims against all defendants in the litigation. The settlement is subject to final documentation and approval by the Federal District Court.

Item 2.02 Results of Operations and Financial Condition.

     As noted above, Brocade reached an agreement in principle with lead plaintiffs to settle its federal securities class-action lawsuit. Based on the preliminary settlement, Brocade recorded an estimated settlement expense of $160 million on a pre-tax basis. This expense has been included in the Company’s results of operations for the three and six months ended April 26, 2008 and will be reflected in its Quarterly Report on Form 10-Q for the quarter ended April 26, 2008, which Brocade expects to file no later than Thursday, June 5, 2008. This expense is not expected to impact the Company’s non-GAAP results of operations.

     The Company also issued a press release on June 2, 2008 announcing the preliminary settlement, a copy of which is attached as Exhibit 99.1. The information in Exhibit 99.1 is incorporated herein by reference.

     The information in Item 2.02 and Item 9.01 in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit
Number		Description of Document
	99.1	Press release, dated June 2, 2008, announcing that Brocade has reached settlement in the Company’s federal securities class action lawsuit.

     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 hereunto duly authorized.

	BROCADE COMMUNICATIONS SYSTEMS, INC.
Dated: June 2, 2008	By:	/s/ Tyler Wall
		Tyler Wall
		Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit
Number		Description of Document
	99.1	Press release, dated June 2, 2008, announcing that Brocade has reached settlement in the Company’s federal securities class action lawsuit.

EX-99.1

Exhibit 99.1

FOR RELEASE TUESDAY JUNE 2, 2:00 PM PDT

CONTACTS
Media Relations — Brocade	Investor Relations — Brocade
Leslie Davis	Alex Lenke
Tel: 408.333.5260	Tel: 408.333.6758
leslie.davis@brocade.com	alenke@brocade.com

Brocade Reaches Settlement in Federal Securities
Class-Action Lawsuit

SAN JOSE, California —June 2, 2008 — Brocade Communications Systems, Inc. (NASDAQ: BRCD) today announced that it has reached an agreement in principle with lead plaintiffs to settle the federal securities class-action lawsuit originally filed in May 2005 in the United States District Court for the Northern District of California against the Company and certain former directors and officers. The litigation relates to the Company’s restatement of certain financial results in 2005 due to stock-based compensation accounting issues.

Under the terms of the preliminary settlement, Brocade will pay $160 million to the plaintiff class in exchange for the dismissal with prejudice of all claims against all defendants in the litigation. The settlement is subject to final documentation and approval by the federal district court.

Based on the preliminary settlement, Brocade recorded an estimated settlement expense of $160 million on a pre-tax basis. This expense has been included in the Company’s results of operations for the three and six months ended April 26, 2008 and will be reflected in its Quarterly Report on Form 10-Q for the quarter ended April 26, 2008, which Brocade expects to file no later than Thursday, June 5, 2008. This expense is not expected to impact the Company’s non-GAAP results of operations.

Brocade believes that this settlement is in the best interest of its shareholders and the Company as it significantly reduces the uncertainty associated with this ongoing litigation. Further, this resolution enables the Company to put the class action behind it and continue to focus on the business of developing and delivering industry-leading data center solutions for its customers worldwide.

Cautionary Statement
This press release contains statements regarding the preliminary settlement in connection with the federal securities class action and other litigation matters that are forward-looking in nature. These statements are based on current expectations as of the date of this press release and involve a number of risks and uncertainties, which may cause actual results to differ significantly from such estimates. The risks include, but are not limited to, approval by the parties of the final settlement documentation and whether the settlement is finally approved by the United States District Court. Certain of these and other risks are set forth in more detail in “Item 1A. Risk Factors” of Brocade’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 26, 2008 and Annual Report on Form 10-K for the fiscal year

ended October 27, 2007. Brocade does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.

About Brocade
Brocade is a leading provider of data center networking solutions that help organizations connect, share, and manage their information in the most efficient manner. Organizations that use Brocade products and services are better able to optimize their IT infrastructures and ensure compliant data management. For more information, visit the Brocade Web site at www.brocade.com or contact the company at info@brocade.com.

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