8-A12G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-A/A

Amendment No. 3

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.)
26600 Laguna Hills Drive Aliso Viejo, California 92656
(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.   o

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.   o

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.   o

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.   x

Securities Act registration statement file number to which this Form relates:_________________________ (if applicable)

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)

TABLE OF CONTENTS

	ITEM 1. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED
	ITEM 2. EXHIBITS
SIGNATURE
EXHIBIT INDEX
EXHIBIT 4

The undersigned registrant hereby amends its Registration Statement on Form A filed June 19, 1996, as amended on Form 8-A/A filed on November 25, 1997 and on Form 8-A/A filed on June 1, 2000, by adding the information set forth below.

ITEM 1. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

     Effective January 9, 2003, QLogic Corporation (the “Company”) executed a Third Amendment (the “Third Amendment”) to the Rights Agreement dated as of June 4, 1996 (the “Rights Agreement”) as previously amended on November 19, 1997 (the “First Amendment”) and January 24, 2000 (the “Second Amendment”) between the Company and Harris Trust and Savings Bank, as Rights Agent. The Third Amendment provides that a certain institutional investor of the Company, FMR Corp., shall not be deemed an “Acquiring Person” for the purposes of the Rights Agreement, until such time as such investor shall be the Beneficial Owner of 17% or more of the shares of common stock of the Company then outstanding.

     A copy of the Third Amendment and Notice to Rights Agent are filed as Exhibits hereto. 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, the First Amendment was filed as Exhibit 2 to the Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on November 25, 1997 and the Second Amendment was filed as Exhibit 3 to the Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on June 1, 2000. 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, the First Amendment, the Second Amendment and the Third 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 and Savings Bank, 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 and Savings Bank, as Rights Agent. (Incorporated by reference to Exhibit 2 to the Company’s Registration Statement on Form 8-A/A filed November 25, 1997.)
3.	Second Amendment to Rights Agreement, dated as of January 24, 2000, between the Company and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to Exhibit 3 of the Company’s Registration Statement on Form 8-A/A filed June 1, 2000).
4.	Third Amendment to Rights Agreement, dated January 9, 2003, between the Company and Harris Trust and Savings Bank, as Rights Agent.

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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/ FRANK A. CALDERONI
	Frank A. Calderoni,
	Senior Vice President-Finance and
	Chief Financial Officer

Date: January 10, 2003

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EXHIBIT INDEX

Exhibit No.	Exhibit
1.	Rights Agreement, dated as of June 4, 1996, between the Company and Harris Trust and Savings Bank, 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 and Savings Bank, as Rights Agent. (Incorporated by reference to Exhibit 2 to the Company’s Registration Statement on Form 8-A/A filed November 25, 1997.)
3.	Second Amendment to Rights Agreement, dated as of January 24, 2000, between the Company and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to Exhibit 3 of the Company’s Registration Statement on Form 8-A/A filed June 1, 2000).
4.	Third Amendment to Rights Agreement, dated January 9, 2003, between the Company and Harris Trust and Savings Bank, as Rights Agent.

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EXHIBIT 4

THIRD AMENDMENT TO RIGHTS AGREEMENT

     THIS THIRD AMENDMENT TO THE RIGHTS AGREEMENT is made as of this 9th day of January, 2003, to further amend the Rights Agreement dated as of June 4, 1996, between QLogic Corporation, a Delaware corporation (the “Company”) and Harris Trust and Savings Bank (the “Rights Agent”), as previously amended as of November 19, 1997 (the “First Amendment”) and January 24, 2000 (the “Second Amendment”), at the direction of the Company.

     WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement dated as of June 4, 1996 (the “Rights Agreement”);

     WHEREAS, the Company and the Rights Agent have previously adopted the First Amendment dated as of November 19, 1997 and the Second Amendment dated as of January 24, 2000;

     WHEREAS, the Distribution Date, as defined in the Rights Agreement, has not yet occurred;

     WHEREAS, none of the members of the Board of Directors approving the amendments to the Rights Agreement on January 8, 2003 was elected by stockholder action by written consent or at a special meeting of stockholders (a meeting other than a regularly scheduled annual meeting);

     WHEREAS, the Board of Directors has determined that it is in the best interests of the stockholders of the Company that the Rights Agreement be further amended as set forth hereinbelow and directs that this Third Amendment be adopted by resolution approved on January 8, 2003; 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 1(a) of the Rights Agreement which currently reads:

(a)  “Acquiring Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, but shall not include the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan. In addition, notwithstanding the foregoing, no Person shall be deemed to be an Acquiring Person either (i) if the Board of Directors of the Company determines in good faith that a person who would otherwise be an “Acquiring Person” (but for the operation of this clause (i)), has become such inadvertently, and such person divests as promptly as practical a sufficient number of shares of Common Stock so that such person would no longer be an “Acquiring Person,” or (ii) as the result of an acquisition of Common Stock by the Company which, by reducing the number of

shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 15% or more of the Common Stock of the Company then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 15% or more of the Common Stock of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner (other than by way of a stock dividend or stock split) of additional shares of Common Stock representing one-half of 1% of the then outstanding shares of Common Stock of the Company, then such Person shall be deemed to be an Acquiring Person.

shall be amended to read in its entirety as follows:

(a)  “Acquiring Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (or in the case of FMR Corp., the Beneficial Owner of 17% or more of the shares of Common Stock then outstanding), but shall not include the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan. In addition, notwithstanding the foregoing, no Person shall be deemed to be an Acquiring Person either (i) if the Board of Directors of the Company determines in good faith that a person who would otherwise be an “Acquiring Person” (but for the operation of this clause (i)), has become such inadvertently, and such person divests as promptly as practical a sufficient number of shares of Common Stock so that such person would no longer be an “Acquiring Person,” or (ii) as the result of an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 15% or more of the Common Stock of the Company then outstanding (or in the case of FMR Corp., the Beneficial Owner of 17% or more of the shares of Common Stock then outstanding); provided, however, that if a Person shall become the Beneficial Owner of 15% or more of the Common Stock of the Company then outstanding (or in the case of FMR Corp., the Beneficial Owner of 17% or more of the shares of Common Stock then outstanding), by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner (other than by way of a stock dividend or stock split) of additional shares of Common Stock representing one-half of 1% of the then outstanding shares of Common Stock of the Company, then such Person shall be deemed to be an Acquiring Person.

     2.     Except as set forth herein, the Rights Agreement, as previously amended by the First Amendment and Second Amendment, shall remain in full force and effect, and terms not otherwise defined herein shall having the meanings ascribed to them in the Rights Agreement.

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     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/ Frank A. Calderoni
	Name:	Frank A. Calderoni
	Title:	Senior Vice President-Finance and Chief Financial Officer
HARRIS TRUST AND SAVINGS BANK
By:		/s/ Martin J. McHale, Jr.
	Name:	Martin J. McHale, Jr.
	Title:	Vice President

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