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)

February 25, 2002

QLOGIC CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	0-23298	33-0537669
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

26600 Laguna Hills Drive, Aliso Viejo, CA	92656
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 389-6000

Page 1 of 6
Exhibit Index on Page 4

TABLE OF CONTENTS

EXHIBIT 99.1

Item 5. – Other Events.

         A.     Appointment of Chief Financial Officer. On February 25, 2002, QLogic Corporation (the “Company”), issued a press release announcing the appointment of Frank A. Calderoni to the position of vice president and chief financial officer of the Company, to be effective as of March 4, 2002. Subsequent to the issuance of the press release, Mr. Calderoni’s appointment was moved forward to be effective as of February 28, 2002. Mr. Calderoni replaces Thomas R. Anderson, whose retirement had been previously announced in July 2001. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by this reference.

         B.     Change in Composition of Compensation Committee. Effective March 11, 2002, the Board of Directors of the Company appointed Kenneth E. Hendrickson as a member of the Compensation Committee of the Company, to replace George D. Wells, who on March 11, 2002 stepped down from his position on the Compensation Committee when he was appointed as a member of the Company’s Audit Committee (see Item C below). As of March 11, 2002, the Compensation Committee consists of board members Kenneth E. Hendrickson and Carol L. Miltner. The Compensation Committee reviews the performance of the executive officers of the Company and reviews the compensation programs for other key employees, including salary and cash incentive payment levels and option grants under the QLogic Corporation Stock Awards Plan.

         C.     Change in Composition of Audit Committee. Effective March 11, 2002, the Board of Directors of the Company appointed George D. Wells as a member of the Audit Committee of the Company, to replace Kenneth E. Hendrickson, who on March 11, 2002 stepped down from his position on the Audit Committee when he was appointed as a member of the Company’s Compensation Committee (see Item B above). As of March 11, 2002, the Audit Committee consists of board members George D. Wells, Larry R. Carter and James R. Fiebiger. Each of the Audit Committee members satisfies the definition of an “independent director” under the applicable rules of The Nasdaq National Market. The Audit Committee reviews, acts on, and reports to the Board of Directors of the Company with respect to auditing and accounting matters, including the selection of the Company’s independent public accountants, the scope of the annual audits, the nature of nonaudit services, fees to be paid to the independent public accountants, the performance of the Company’s independent public accountants, and the accounting practices of the Company.

Item 7. – Financial Statements and Exhibits

         (c)  Exhibits.

Exhibit Number	Description
99.1	Press Release dated February 25, 2002.

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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.

	QLOGIC CORPORATION
March 15, 2002	/s/ Michael R. Manning
	Michael R. Manning
	Secretary

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EXHIBIT INDEX

Exhibit
Number	Description	Sequential Page Number
99.1	Press Release dated February 25, 2002.		5

4 EX-99.1 3 a79948ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Company Press Release

QLogic Names Frank A. Calderoni Vice President and Chief Financial Officer

ALISO VIEJO, Calif., Feb. 25, 2002 — QLogic Corporation (NASDAQ: QLGC), the only end-to-end storage network infrastructure provider, today announced the appointment of Frank A. Calderoni to the position of vice president and chief financial officer, effective March 4, 2002. He replaces Thomas R. Anderson, whose retirement had been previously announced in July 2001.

Calderoni has been employed as senior vice president and chief financial officer at SanDisk Corporation, an international flash-data storage company, for the past two years. Prior to SanDisk he had a successful 21-year financial career with IBM, including controller of the Storage Systems Division culminating as vice president of finance and operations, Global Small Business. He has extensive financial experience within the high tech storage industry, and is a graduate with a B.S. from Fordham University and an MBA from Pace University.

“We are very pleased to find such a capable replacement CFO with such an extensive background in the storage industry,” said H.K. Desai, chairman, CEO and president, QLogic Corp.

“I am delighted to join a company of QLogic’s stature in the storage industry and I am looking forward to participating in the company’s future growth opportunities,” said Calderoni. “H.K. and I have a very complementary view of the Company’s strategic direction.”

Calderoni will report directly to Desai in his new role. Anderson will continue with QLogic through June 2002, to assist in the transition of CFO duties, and also to support various investor relations activities.

About QLogic (www.qlogic.com)

QLogic Corporation (Nasdaq:QLGC) simplifies the process of networking storage for OEMs, resellers and system integrators with the only end-to-end infrastructure in the industry, consisting of award-winning controller chips, host bus adapters, network switches and management software to move data from the storage device through the fabric to the server. QLogic designs and produces solutions based on all storage network technologies including SCSI, iSCSI, InfiniBand and Fibre Channel. A member of the S&P 500 Index, QLogic was recently ranked number 25 on Forbes’ Best 200 Small Companies and number 20 on Fortune’s 100 Fastest Growing Companies.

Note: All QLogic-issued press releases appear on the company’s web site (www.qlogic.com). Any announcement that does not appear on the QLogic web site has not been issued by QLogic.

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Disclaimer- Forward Looking Statements

With the exception of historical information, the statements set forth above include forward-looking statements that involve risks and uncertainties. The Company wishes to advise readers that a number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include new and changing technologies and customer acceptance of those technologies; a change in semiconductor foundry capacity or conditions; fluctuations in the growth of I/O markets; fluctuations or cancellations in orders from OEM customers; the Company’s ability to compete effectively with other companies; cancellation of OEM products associated with design wins; and reductions in the need for space and increased costs of operations due to facility relocation. Carrying additional expansion space may increase costs and adversely impact future earnings.

These and other factors which could cause actual results to differ materially are also discussed in the company’s filings with the Securities and Exchange Commission, including its recent filings on Form S-3, Form 10-K, and Form 10-Q.

Trademarks and registered trademarks are the property of the companies with which they are associated.

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EX-99.1

Exhibit 99.1 Press Release dated 2-25-02