8-K

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 24, 2007 (January 23, 2007)

BROCADE COMMUNICATIONS SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

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

þ 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 3.03. Material Modification to Rights of Security Holders.
	Item 8.01. Other Items.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Item 3.03. Material Modification to Rights of Security Holders.

On January 23, 2007, Brocade Communications Systems, Inc. (“Brocade”) announced that it executed an amendment (the “Amendment”) to the Preferred Stock Rights Agreement (the “Rights Agreement”), dated as of February 7, 2002, as amended, between Brocade and Wells Fargo Bank, N.A. (the “Rights Agent”). The Amendment accelerates the expiration of Brocade’s preferred stock purchase rights (the “Rights”) from the close of business on February 19, 2012 to the close of business on January 23, 2007. The Amendment has the effect of terminating the Rights Agreement effective January 23, 2007. The Amendment is filed with this report as Exhibit 4.1 and is incorporated herein by reference. A copy of the press release announcing the termination of the Rights Agreement is attached hereto as Exhibit 99.1.

Item 8.01. Other Items.

Brocade and McDATA Corporation (“McDATA”) today confirmed that the United States Federal Trade Commission (FTC) has closed its antitrust review of Brocade’s pending acquisition of McDATA and that the waiting period under the Hart-Scott-Rodino Act has expired. The acquisition remains subject to various other closing conditions, including approval of Brocade and McDATA stockholders.

A copy of the press release announcing that the FTC has closed its antitrust review of Brocade’s pending acquisition of McDATA is also attached hereto as Exhibit 99.2.

The press release attached hereto as Exhibit 99.2 is also filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits.

(c)     Exhibits

Exhibit	Description
4.1	Amendment No. 2 to Preferred Stock Rights Agreement between Brocade Communications Systems, Inc. and Wells Fargo Bank, N.A., dated as of January 23, 2007 (incorporated by reference to Exhibit 4.3 to the Form 8-A/A filed by Brocade with the Securities and Exchange Commission on January 24, 2007).
99.1	Press Release by Brocade Communications Systems, Inc. dated January 23, 2007 regarding an amendment to the Brocade stockholder rights plan.
99.2	Press Release by Brocade Communications Systems, Inc. dated January 23, 2007 regarding antitrust clearance by the FTC.

IMPORTANT ADDITIONAL INFORMATION HAS BEEN FILED WITH THE SEC

Brocade has filed with the SEC a Registration Statement on Form S-4 in connection with the transaction, and Brocade and McDATA have filed with the SEC and have mailed to their respective stockholders a Joint Proxy Statement/Prospectus in connection with the transaction. The Registration Statement and the Joint Proxy Statement/Prospectus contain important information about Brocade, McDATA, the transaction, and related matters. Investors and security holders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus carefully. Investors and security holders may obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC by Brocade and McDATA through the Web site maintained by the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus from Brocade by contacting Investor Relations at 408-333-5752 or investor-relations@brocade.com or from McDATA by contacting Investor Relations at 408-567-5815 or investor_relations@mcdata.com.

Brocade and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Brocade and McDATA in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein is included in the Joint Proxy Statement/Prospectus described above. Additional information regarding these directors and executive officers is also included in Brocade’s proxy statement for its 2006 Annual Meeting of Stockholders, which was filed with the SEC on or about February 24, 2006. This document is available free of charge at the SEC’s Web site at www.sec.gov and from Brocade by contacting Investor Relations at 408-333-5752 or investor-relations@brocade.com.

McDATA and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders of Brocade and McDATA in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein is included in the Joint Proxy Statement/Prospectus described above. Additional information regarding these directors and executive officers is also included in McDATA’s proxy statement for its 2006 Annual Meeting of Stockholders, which was filed with the SEC on or about June 9, 2006. This document is available free of charge at the SEC’s Web site at www.sec.gov and from McDATA by contacting Investor Relations at 408-567-5815 or investor_relations@mcdata.com.

SIGNATURES

     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: January 23, 2007	By:	/s/ Richard Deranleau
		Richard Deranleau
		Chief Financial Officer and Vice President, Finance

EXHIBIT INDEX

Exhibit	Description
4.1	Amendment No. 2 to Preferred Stock Rights Agreement between Brocade Communications Systems, Inc. and Wells Fargo Bank, N.A., dated as of January 23, 2007 (incorporated by reference to Exhibit 4.3 to the Form 8-A/A filed by Brocade with the Securities and Exchange Commission on January 24, 2007).
99.1	Press Release by Brocade Communications Systems, Inc. dated January 23, 2007 regarding an amendment to the Brocade stockholder rights plan.
99.2	Press Release by Brocade Communications Systems, Inc. dated January 23, 2007 regarding antitrust clearance by the FTC.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

BROCADE CONTACTS
Media Relations	Investor Relations	Bite PR
Michelle Leach	Shirley Stacy	Mat Small
Tel: 408.333.5319	Tel: 408.333.5752	Tel: 415.365.0398
mleach@brocade.com	sstacy@brocade.com	mat.small@bitepr.com

Brocade Announces Termination of Stockholder Rights Plan Effective January 23, 2007

San Jose, Calif. — January 23, 2007 — Brocade Communications Systems, Inc. (Nasdaq: BRCD) today announced that the Company’s stockholder rights plan, commonly referred to as a “poison pill,” has been amended to accelerate the expiration date to January 23, 2007, effectively terminating the plan as of today. As previously disclosed in Brocade’s Form 10-K for the fiscal year ended October 27, 2006, and as part of the Company’s regular review of its stockholder protection measures, the Company’s Board of Directors determined to terminate the stockholder rights plan.

About Brocade

Brocade is the leading provider of networked storage solutions that help organizations connect, share, and manage their information. 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.

###

Brocade, the Brocade B-weave logo, Fabric OS, File Lifecycle Manager, MyView, Secure Fabric OS, SilkWorm, and StorageX are registered trademarks and the Brocade B-wing symbol and Tapestry are trademarks of Brocade Communications Systems, Inc., in the United States and/or in other countries. FICON is a registered trademark of IBM Corporation in the U.S. and other countries. All other brands, products, or service names are or may be trademarks or service marks of, and are used to identify, products or services of their respective owners .

Brocade
1745 Technology Dr., San Jose, CA 95110
T. 408.333.8000 F. 408.333.8101
www.brocade.com

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

BROCADE CONTACTS
Media Relations	Investor Relations	Bite PR
Michelle Leach	Shirley Stacy	Mat Small
Tel: 408.333.5319	Tel: 408.333.5752	Tel: 415.365.0398
mleach@brocade.com	sstacy@brocade.com	Mat.small@bitepr.com
MCDATA CONTACTS
Media Relations	Investor Relations
Jil Backstrom	Renee Lyall
Tel: 720.558.4774	Tel: 408.567.5815
pressrelease@mcdata.com	renee.lyall@mcdata.com

Federal Trade Commission Clears Brocade Acquisition of McDATA

San Jose, Calif. and Broomfield, Colo. —January 23, 2007 — Brocade Communications Systems, Inc. (Nasdaq: BRCD) and McDATA Corporation (Nasdaq: MCDTA/MCDT) today confirmed that the United States Federal Trade Commission (FTC) has closed its antitrust review of Brocade’s pending acquisition of McDATA Corporation and that the waiting period under the Hart-Scott-Rodino Act has expired.

Special meetings for both Brocade and McDATA stockholders will be held on January 25, 2007, and subject to stockholder approval, the companies expect to close the transaction on January 29, 2007.

Cautionary Statement

This press release contains statements that are forward-looking in nature, including statements regarding the completion of Brocade’s proposed acquisition of McDATA. These statements are based on current expectations on 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

Brocade
1745 Technology Dr., San Jose, CA 95110
T. 408.333.8000 F. 408.333.8101
www.brocade.com

include, but are not limited to, the risk that the transaction does not close, including the risk that required stockholders of Brocade or McDATA do not approve the transaction. Certain of these and other risks are set forth in more detail in “Item 1A. Risk Factors” in Brocade’s Annual Report on Form 10-K for the fiscal year ended October 28, 2006. 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 the leading provider of networked storage solutions that help organizations connect, share, and manage their information. 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.

About McDATA

McDATA (Nasdaq: MCDTA/MCDT) is the leading provider of data access solutions, helping customers build, globally connect, optimize, and centrally manage data infrastructures across SAN, MAN, and WAN environments. With nearly 25 years experience developing SAN products, services, and solutions, McDATA is the trusted partner in the world’s largest data centers, connecting more than two-thirds of all networked data.

###

Brocade, the Brocade B-weave logo, Fabric OS, File Lifecycle Manager, MyView, Secure Fabric OS, SilkWorm, and StorageX are registered trademarks and the Brocade B-wing symbol and Tapestry are trademarks of Brocade Communications Systems, Inc., in the United States and/or in other countries. FICON is a registered trademark of IBM Corporation in the U.S. and other countries. All other brands, products, or service names are or may be trademarks or service marks of, and are used to identify, products or services of their respective owners.

IMPORTANT ADDITIONAL INFORMATION HAS BEEN FILED WITH THE SEC

Brocade has filed with the SEC a Registration Statement on Form S-4 in connection with the transaction, and Brocade and McDATA have filed with the SEC and have mailed to their respective stockholders a Joint Proxy Statement/Prospectus in connection with the transaction. The Registration Statement and the Joint Proxy Statement/Prospectus contain important information about Brocade, McDATA, the transaction, and related matters. Investors and security holders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus carefully.

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Investors and security holders may obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC by Brocade and McDATA through the Web site maintained by the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus from Brocade by contacting Investor Relations at 408-333-5752 or investor-relations@brocade.com or from McDATA by contacting Investor Relations at 408-567-5815 or investor_relations@mcdata.com.

Brocade and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Brocade and McDATA in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein is included in the Joint Proxy Statement/Prospectus described above. Additional information regarding these directors and executive officers is also included in Brocade’s proxy statement for its 2006 Annual Meeting of Stockholders, which was filed with the SEC on or about February 24, 2006. This document is available free of charge at the SEC’s Web site at www.sec.gov and from Brocade by contacting Investor Relations at 408-333-5752 or investor-relations@brocade.com.

McDATA and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders of Brocade and McDATA in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein is included in the Joint Proxy Statement/Prospectus described above. Additional information regarding these directors and executive officers is also included in McDATA’s proxy statement for its 2006 Annual Meeting of Stockholders, which was filed with the SEC on or about June 9, 2006. This document is available free of charge at the SEC’s Web site at www.sec.gov and from McDATA by contacting Investor Relations at 408-567-5815 or investor_relations@mcdata.com.

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