-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M6C9xr3e4NjMzFxxYG9Vwb/bejq59I22Ai0hnNulOdksLKnPfRoaQk9RePTK0Uip 9K0nmHhkFuzws5qUOEhIow== 0000892569-97-003336.txt : 19971126 0000892569-97-003336.hdr.sgml : 19971126 ACCESSION NUMBER: 0000892569-97-003336 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971125 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: QLOGIC CORP CENTRAL INDEX KEY: 0000918386 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330537669 STATE OF INCORPORATION: DE FISCAL YEAR END: 0330 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-23298 FILM NUMBER: 97727423 BUSINESS ADDRESS: STREET 1: 3545 HARBOR BLVD CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7144382200 MAIL ADDRESS: STREET 1: 3545 HARBOR BOULEVARD CITY: COSTA MESA STATE: CA ZIP: 92626 FORMER COMPANY: FORMER CONFORMED NAME: Q LOGIC CORP DATE OF NAME CHANGE: 19940201 8-A12G/A 1 FORM 8-12G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 QLOGIC CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 33-0537669 - ---------------------------------------- ------------------------------------ (State of incorporation or organization) (I.R.S. Employer Identification No.) 3545 Harbor Boulevard Costa Mesa, California 92626 ------------------------------------------------------------- (Address, including zip code, of principal executive offices) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a current registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] 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 - ------------------- ------------------------------ None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act: Rights to Purchase Series A Junior Participating Preferred Stock --------------------------------------------------- (Title of Class) Series A Junior Participating Preferred Stock, par value $0.001 per share --------------------------------------------------- (Title of Class) 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED On November 19, 1997, QLogic Corporation (the "Company") executed an Amendment to Rights Agreement (the "Rights Amendment") to the Rights Agreement dated as of June 4, 1996 (the "Rights Agreement") between the Company and Harris Trust Company of California, as Rights Agent. The Rights 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 $225.00, whereas the original Rights Agreement had provided for a Purchase Price of $45.00. The Rights Amendment further provides that any future supplement or amendment of the Rights Agreement shall be effective only (a) if there are Continuing Directors and (b) if a majority of the Continuing Directors, at a properly called and held meeting of the Company's Board of Directors, votes in favor of the adoption of such proposed supplement or amendment. Under the Rights Agreement, a Continuing Director is member of the Company's Board of Directors who is not an Acquiring Person, i.e., a beneficial owner of 15% or more of the Company's outstanding stock, or an affiliate or associate of an Acquiring Person. A copy of the Rights Amendment is filed as an Exhibit hereto and the original Rights Agreement 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. 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 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. 2 3 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/ H. K. DESAI ------------------------------------- H. K. Desai, President and Chief Executive Officer Date: November 19, 1997 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 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 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.
EX-2 2 AMENDMENT TO RIGHTS AGREEMENT 1 EXHIBIT 2 AMENDMENT TO RIGHTS AGREEMENT ----------------------------- THIS AMENDMENT to the Rights Agreement dated as of June 4, 1996, between QLogic Corporation, a Delaware corporation (the "Company") and Harris Trust Company of California (the "Rights Agent"), is dated as of this 19th day of November, 1997. WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement dated as of June 4, 1996 (the "Rights Agreement"); WHEREAS, it is in the best interests of the stockholders of the Company that the Rights Agreement be amended; and WHEREAS, Section 27 of the Rights Agreement provides that the Company and the Rights Agent shall, if the Company so directs, amend any provision of the Rights Agreement without the approval of holders of Common Stock; NOW, THEREFORE, the parties agree to amend the Rights Agreement as follows: 1. Section 7(b) of the Rights Agreement which currently reads: "The Purchase Price for each one one-hundredth of a share of Preferred Stock pursuant to the exercise of a Right shall initially be $45.00, and shall be subject to adjustment from time to time as provided in Section 11 hereof and shall be payable in accordance with paragraph (c) below." shall be amended to read in its entirety as follows: "The Purchase Price for each one one-hundredth of a share of Preferred Stock pursuant to the exercise of a Right shall initially be $225.00, and shall be subject to adjustment from time to time as provided in Section 11 hereof and shall be payable in accordance with paragraph (c) below." 2. Section 27 of the Rights Agreement which currently reads: "SUPPLEMENTS AND AMENDMENTS. Prior to the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require 2 the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock." shall be amended to read in its entirety as follows: "SUPPLEMENTS AND AMENDMENTS. This Agreement may be supplemented or amended at the times and for the purposes set forth below; provided, however, that no proposed supplement or amendment to this Agreement shall be effective unless (i) there are Continuing Directors and (ii) a majority of such Continuing Directors, at a meeting of the Board of Directors duly called and held, votes in favor of the adoption of such proposed supplement or amendment. Prior to the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock." 2 3 3. Except as set forth herein, the Rights Agreement shall remain in full force and effect, and terms not otherwise defined herein shall having the meanings ascribed to them in the Rights Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date and year first above written. QLOGIC CORPORATION, a Delaware corporation By: /s/ H.K. DESAI -------------------------------- Name: H.K. Desai Title: President and Chief Executive Officer HARRIS TRUST COMPANY OF CALIFORNIA By: /s/ NEIL T. ROSSO -------------------------------- Name: Neil T. Rosso Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----