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 15, 2006

QLOGIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State of incorporation)	0-23298 (Commission File Number)	33-0537669 (IRS Employer Identification No.)
26650 Aliso Viejo Parkway, Aliso Viejo, California (Address of principal executive offices)		92656 (Zip Code)

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

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:

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 7.01 Regulation FD Disclosure
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Item 7.01 Regulation FD Disclosure

     On February 15, 2006, the Registrant announced a definitive agreement to acquire PathScale, Inc. Pursuant to the terms of the agreement, the Registrant will pay approximately $109 million in cash and assume the outstanding unvested stock options of PathScale. The acquisition is expected to close in April 2006 following the satisfaction of customary closing conditions. Following the filing of this Current Report on Form 8-K, the Registrant will host a conference call to discuss the definitive agreement at 3:00 p.m. (Pacific Time).

     A copy of the press release issued by the Registrant concerning this definitive agreement and the script for the conference call are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference.

     This report, the press release, conference call script and certain comments made by representatives of the Registrant on such conference call may contain certain forward-looking statements related to the Registrant’s business that are based on the Registrant’s current expectations. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied in the forward-looking statements. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. The Registrant’s written policy on forward-looking statements can be found in Item 7 of its most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.

     The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any filings of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing. The information in this report, including the exhibits hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

99.1	Press Release*, dated February 15, 2006, announcing a definitive agreement to acquire PathScale, Inc.
99.2	Script* for the Registrant’s February 15, 2006 conference call.

* These exhibits are being furnished pursuant to Item 9.01, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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
February 15, 2006	/s/ Anthony J. Massetti
	Anthony J. Massetti
	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description of Document
99.1	Press Release, dated February 15, 2006, announcing a definitive agreement to acquire PathScale, Inc.
99.2	Script for the Registrant’s February 15, 2006 conference call.

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Editor’s Contact:
Frank Berry
QLogic Corporation
Phone: (949) 389-6499
frank.berry@qlogic.com

Investor’s Contact:
Tony Massetti
QLogic Corporation
Phone: (949) 389-7533
tony.massetti@qlogic.com

QLOGIC TO ACQUIRE PATHSCALE, INC.
QLogic Portfolio to be Expanded with InfiniBand
Technology for the Emerging System Area Network Fabric Market

Aliso Viejo, Calif., February 15, 2006 — QLogic Corporation (Nasdaq:QLGC), the leader in Fibre Channel host bus adapters (HBAs), stackable switches and blade server switches, today announced that it has entered into a definitive agreement to acquire PathScale, Inc. Pursuant to the terms of the agreement, the Company will pay approximately $109 million in cash and assume the outstanding unvested stock options of PathScale. The acquisition is expected to close in early April following the satisfaction of customary closing conditions.

“PathScale’s InfiniBand technology allows users to deploy large clusters of inexpensive rackmount and blade servers running Linux for high performance applications,” said H.K. Desai, the Company’s chief executive officer and president. “This acquisition demonstrates our commitment to entering new, high-growth markets that enhance our ability to achieve accelerated growth.”

Based on InfiniBand technology, PathScale designs and develops System Area Network fabric interconnects targeted at high-performance clustered system environments. Since InfiniBand became a standard in 2001, there has been a growing base of server OEMs who support InfiniBand as the System Area Network fabric interconnect of the future. PathScale’s InfiniPath^TM InfiniBand Host Channel Adapter and OpenIB software provide the highest performance based on well-known metrics that measure latency and bandwidth.

“The synergy created by PathScale’s industry leading technology and QLogic’s strong market presence and operational excellence will assist us greatly in achieving InfiniBand market leadership,” said Scott

Metcalf, chief executive officer and president of PathScale. “We are pleased to be part of the QLogic team and look forward to playing an integral part in QLogic’s ongoing success.”

A conference call to discuss the acquisition of PathScale is scheduled for today at 3:00 p.m. Pacific Time (6:00 p.m. Eastern Time). H.K. Desai, chief executive officer and president, and Tony Massetti, senior vice president and chief financial officer, will host the conference call. The call is being webcast live via the Internet at www.qlogic.com. Phone access to participate in the conference call is available at (719) 457-2654, pass code: 2575422.

A replay of the conference call will be available via webcast for 12 months on the Company’s website at www.qlogic.com. An audio replay of the conference call will also be available through March 1, 2006 by calling (719) 457-0820, pass code: 2575422.

About QLogic

QLogic is the leading supplier of Fibre Channel host bus adapters (HBAs), blade server embedded Fibre Channel switches and Fibre Channel stackable switches for storage area networks. The Company is also a leading supplier of iSCSI HBAs. QLogic products are delivered to small, medium and large enterprises around the world, powering solutions from leading companies like Cisco, Dell, EMC, HP, IBM, NEC, Network Appliance and Sun Microsystems. QLogic is a member of the S&P 500 Index. For more information visit www.qlogic.com.

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

About PathScale

PathScale, Inc. develops technologies that enable breakthroughs in high performance computing, science and engineering. The PathScale InfiniPath InfiniBand Adapter and EKOPath Compiler Suite drive Linux^® clusters to performance levels that can exceed the world’s most powerful supercomputers. Today, PathScale technologies are the choice of leading scientific and engineering organizations to more effectively solve complex computational challenges, from aerospace and automotive design simulations to weather modeling and drug discovery. PathScale is headquartered in Mountain View, Calif. For more information, visit www.pathscale.com.

Disclaimer — Forward Looking Statements

This press release contains statements relating to future results of the Company (including certain beliefs and projections regarding business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied in the forward-looking statements. The Company advises readers that these potential risks and uncertainties include, but are not limited to: potential fluctuations in operating results; gross margins that may vary over time; revenues may be affected by changes in IT spending levels; the stock price of the Company may be volatile; the Company’s dependence on the storage area network market; the ability to maintain and gain market or industry acceptance of the Company’s products; the Company’s dependence on a limited number of customers; seasonal fluctuations and uneven sales patterns in orders from customers; the Company’s ability to compete effectively with other companies; declining average unit sales prices of comparable products; a reduction in sales efforts by current distributors; reliance on third party licenses; dependence on sole source and limited

source suppliers; the Company’s dependence on relationships with certain silicon chip suppliers; the complexity of the Company’s products; sales fluctuations arising from customer transitions to new products; the uncertainty associated with SOX 404 compliance; environmental compliance costs; terrorist activities and resulting military actions; international, economic, regulatory, political and other risks; uncertain benefits from strategic business combinations; the ability to maintain or expand upon strategic alliances; the strain on resources caused by growth and expansion; the ability to attract and retain key personnel; the decreased effectiveness of equity compensation; difficulties in transitioning to smaller geometry process technologies; the ability to protect proprietary rights; the ability to satisfactorily resolve any infringement claims; changes in tax laws or adverse tax audit results; computer viruses and other tampering with the Company’s computer systems; charter documents and stockholder rights plan that may discourage a business combination; and facilities of the Company and its suppliers and customers are located in areas subject to natural disasters.

More detailed information on these and additional factors which could affect the Company’s operating and financial results are described in the Company’s Forms 10-K, 10-Q and other reports filed, or to be filed, with the Securities and Exchange Commission. The Company urges all interested parties to read these reports to gain a better understanding of the many business and other risks that the Company faces. The forward-looking statements contained in this press release are made only as of the date hereof, and the Company undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

QLogic and the QLogic logo are registered trademarks of QLogic Corporation. Other trademarks and registered trademarks are the property of the companies with which they are associated.

EX-99.2

EXHIBIT 99.2

QLOGIC CORPORATION

ACQUISITION OF PATHSCALE, INC.

TELECONFERENCE SCRIPT

February 15, 2006

Operator:

Good afternoon and welcome to the QLogic Corporation conference call. Today’s call is being recorded. At this time for opening remarks and introductions, I will turn the conference call over to Mr. Tony Massetti, Senior Vice President and Chief Financial Officer. Please go ahead sir.

Tony:

Thank you operator.

Good afternoon and welcome to QLogic’s conference call. I’m Tony Massetti, Senior Vice President and Chief Financial Officer, and with me is H.K. Desai, CEO and President.

By now all of you should have seen our press release announcing a definitive agreement to acquire PathScale, Inc. In reviewing how this transaction will impact our operating model, some of the comments today will include forward-looking statements regarding future events and / or projections of the financial performance of the Company based on our current expectations. These comments contain significant risks and uncertainties that could cause our actual results to differ materially from those expressed in these forward-looking statements. We refer you to the documents that QLogic files with the SEC, specifically our most recent Forms 10-K and 10-Qs. These documents identify important risk factors that could cause our actual results to differ materially from expectations. We do not intend to update any of the information contained in any forward-looking statements that we make today.

Today’s conference call is being webcast and a replay will be available for 12 months on the QLogic website at www.qlogic.com under Investor Relations. An audio replay will be available through March 1, 2006 by calling (719) 457-0820, pass code: 2575422. Please be aware that if you decide to ask a question, it will be included in both our live transmission as well as any future use of the recording. Copyright law and international treaties protect this conference call report. Unauthorized reproduction or distribution of this report or any portion of it may result in civil and criminal penalties. Any recording or other use or transmission of the text or audio for today’s call is not allowed without the express written permission of QLogic.

I would now like to turn over this conference call to H.K. Desai, our CEO and President. HK will review the technology and market opportunities and I will follow-up with a discussion on the financial model. HK...

H.K.:

Thanks Tony

Thank you for joining us today as we announce the signing of a definitive agreement to acquire privately-held PathScale. We will pay approximately $109 million in cash and assume the outstanding unvested stock options of PathScale.

As we have indicated in the past, a major component in our growth strategy is to seek new opportunities in our existing markets and to enter high growth markets through the development and/or acquisition of technology. Today’s announcement regarding the agreement to acquire PathScale is aligned with our strategy.

Similar to our recent acquisition of Troika Networks, the acquisition of PathScale adds new and unique technology to QLogic’s expanding portfolio of solutions. An exciting aspect of this acquisition is that it provides QLogic entry into the rapidly expanding System Area Network fabric market.

The technology for the emerging System Area Network fabric market is InfiniBand. InfiniBand is a high-performance, low-latency, switched fabric interconnect. The first InfiniBand standard was approved in 2001. Over the past 5 years, InfiniBand has slowly gained acceptance in the High-Performance Computing, or HPC, market as the low-latency server interconnect standard of the future.

The InfiniBand architecture is an industry standard that defines a high-speed switched fabric designed to connect processor nodes to form a System Area Network fabric. The InfiniBand architecture is different from the conventional, local transaction-based I/O model in that it uses a remote message-passing model across channels. The architecture is independent of the host operating system and the processor platform.

InfiniBand’s System Area Network fabric components are very similar to the Fibre Channel-based Storage Area Network fabric components. Host Channel Adapters, or HCAs, provide a server to server interconnect function which is similar to the server to storage interconnect that Fiber Channel Host Bus Adapters, or HBAs, provide. Also, similar to a Fibre Channel switched fabric, InfiniBand switches provide a switched fabric capability for server to server communications.

Currently, InfiniBand implementations are prominent in high- performance computing environments. In a number of these environments, users have chosen to replace more expensive, monolithic servers with large clusters of inexpensive rackmount servers running Linux and connected with an InfiniBand Systems Area Network fabric. Applications include space exploration, weather forecasting, national security, biotechnology, oil and gas and many other computationally intensive applications where high-bandwidth and low-latency are key requirements. In addition to the rackmount server clusters, several InfiniBand blade server designs have also been announced by major OEMs, accelerating the deployment of dense computing.

While current deployments of InfiniBand are geared towards high-performance computing environments, InfiniBand also has a potential to penetrate the enterprise, data center environment. The high-performance and low-latency characteristics of InfiniBand combined with low-cost rackmount and blade server technologies provide a very attractive platform for clustered database applications. The success of InfiniBand in the enterprise data center significantly expands the market potential for this technology.

There are only a handful of analysts tracking the System Area Network fabric interconnect market today. However, in a recent InfiniBand workshop, data was provided that showed over one million InfiniBand ports have been deployed as of the end of 2005. Based on this data, and input we have received from analysts, OEMs and end-users, we estimate that the System Area Network fabric market for InfiniBand could reach approximately $400 million by 2009.

The target customer base for InfiniBand is the same set of major server OEMs and channel distributors that QLogic serves today. Consequently, we will be able to leverage our current go-to-market model with this new opportunity.

PathScale entered the InfiniBand market in 2001. Founded by a team of leading computer system industry veterans, PathScale focused initially on Linux-based environments using AMD processors and hyper-transport bus architecture. Utilizing their vast experience in the HPC market, PathScale developed the InfiniPath HCA technology. This unique HCA architecture greatly improves application performance and cluster utilization for HPC and clustered database environments. To date, PathScale has secured a number of design wins at leading OEMs. These design wins should result in revenue shipments in the second half of fiscal year 2007.

We believe that the products developed by the PathScale team, combined with QLogic’s industry experience, customer relationships and operational expertise, can achieve industry leadership as this market continues to grow.

This acquisition demonstrates our commitment to entering new, high-growth markets that enhance our ability to achieve accelerated growth.

I would now like to turn the call back to Tony Massetti for the financial discussion. Tony.............

Tony:

Thank you HK.

I now want to discuss our expectations for how our non-GAAP operating model will change after this transaction closes.

We anticipate our gross margin percentage will not change as a result of this transaction. Consistent with our previous guidance, we expect our gross margin in the next 12 to 18 months to be over 65% depending on product mix.

We anticipate our operating expenses as a percentage of revenue will increase slightly in the near term.

For the first nine months of fiscal year 2006, we reported engineering expenses from continuing operations of 17.7% of revenue, consistent with our targeted range of 16% to 19%. Going forward, we expect engineering expenses will range from 17% to 20% of revenue.

For the first nine months of fiscal year 2006, we reported sales and marketing expenses from continuing operations of 12.9% of revenue, consistent with our targeted range of 11% to 14%. Going forward, we expect no change in the targeted sales and marketing expense range of 11% to 14% of revenue.

For the first nine months of fiscal year 2006, we reported G&A expenses from continuing operations of 3.6% of revenue, consistent with our targeted range of 3% to 4%. Going forward, we expect no change in the targeted G&A expense range of 3% to 4% of revenue.

With these gross margin and operating expense assumptions, we continue to target operating margin at approximately 35%. We are comfortable with the First Call consensus of $1.66 per diluted share for fiscal year 2007.

We expect this transaction to close in early April. We will provide additional details during our fourth quarter and year end earnings conference call in early May.

Thank you operator we will now take questions.

[Q&A]

Tony:

Thank you for joining us for this conference call. We look forward to discussing our fourth quarter and fiscal year 2006 results with you at our next quarterly conference call in early May. Also, we have several upcoming conferences that we will be attending. In late February, we will be presenting at the Goldman Sachs Technology Investment Symposium. In March, we will be presenting at the Morgan Stanley Semiconductor & Systems Conference, the Deutsche Bank 2006 Technology Conference and the Citigroup Small & Mid-Cap Conference. Please refer to our investor relations website at www.qlogic.com for any updates to the conference schedule. For any of you that will be attending the conference, we look forward to seeing you there.