-----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, JPfhR/NPBqIGB5fnMC7P/7u0SCTyDBcHQW7/umusPsv8FZ8BucWJb0Z3CC2fruFq IxZ945bfwFKdvo0K/h/6CQ== 0000950137-04-002409.txt : 20040331 0000950137-04-002409.hdr.sgml : 20040331 20040330210828 ACCESSION NUMBER: 0000950137-04-002409 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040330 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040331 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: 0328 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23298 FILM NUMBER: 04703630 BUSINESS ADDRESS: STREET 1: 26650 LAGUNA HILLS DR CITY: ALLISO VIEJO STATE: CA ZIP: 92656 BUSINESS PHONE: 7144382200 MAIL ADDRESS: STREET 1: 26650 LAGUNA HILLS DR CITY: ALLISO VIEJO STATE: CA ZIP: 92656 FORMER COMPANY: FORMER CONFORMED NAME: Q LOGIC CORP DATE OF NAME CHANGE: 19940201 8-K 1 a97771e8vk.htm FORM 8-K QLogic Corporation
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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): March 30, 2004

QLOGIC CORPORATION

(Exact name of registrant as specified in its charter)
         
Delaware   0-23298   33-0537669
(State of incorporation)   (Commission File Number)   (IRS Employer Identification No.)
         

26650 Aliso Viejo Parkway, Aliso Viejo, California		   92656

(Address of principal executive offices)		   (Zip Code)

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

 

TABLE OF CONTENTS

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Item 12. Results of Operations and Financial Condition.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits

  99.1   Press Release*, dated March 30, 2004, reporting the preliminary financial results of QLogic Corporation for its fiscal fourth quarter ended March 28, 2004.

  *   The press release is being furnished pursuant to Item 12, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 12. Results of Operations and Financial Condition.

     On March 30, 2004, the Registrant reported preliminary financial results for its fiscal fourth quarter ended March 28, 2004. A copy of the press release issued by the Registrant concerning the foregoing preliminary results is furnished herewith as Exhibit 99.1 and is incorporated by reference.

     The information contained herein and in the accompanying exhibit 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 exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

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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 30, 2004
  /s/ Frank A. Calderoni
 
 
  Frank A. Calderoni
  Senior Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

     
Exhibit    
Number
   Description of Document
99.1
  Press Release, dated March 30, 2004, reporting the preliminary financial results of QLogic Corporation for its fiscal fourth quarter ended March 28, 2004.

 

EX-99.1 3 a97771exv99w1.txt EXHIBIT 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: Michael Roe QLogic Corporation Phone: (949) 389-6440 michael.roe@qlogic.com QLOGIC REPORTS PRELIMINARY FOURTH QUARTER EARNINGS PER SHARE FOR FISCAL 2004 IN LINE WITH PROJECTIONS; REVENUE LOWER THAN EXPECTED Aliso Viejo, Calif., March 30, 2004 - QLogic Corporation (Nasdaq:QLGC) announced today it expects non-GAAP earnings per share for its fiscal fourth quarter ended March 28, 2004 to be approximately $0.36 per share on a diluted basis, which is at the low end of the range previously projected during the Company's third quarter conference call on January 14th. This projected earnings per share amount differs from projected diluted earnings per share of approximately $0.34 on a GAAP basis, due to the effect of approximately $0.02 per share related to non-cash merger related stock compensation charges. The Company expects to report revenue for the fourth quarter of approximately $128 million, compared to the range of $138-$141 million previously projected in January 2004. "Although we entered the fourth quarter expecting to continue the momentum generated by our revenue growth throughout the first three quarters of fiscal 2004, we experienced weaker than expected demand during the end of our fourth quarter. A majority of our revenue shortfall is related to a decline in expected orders from two original equipment manufacturer customers for host bus adapters at the end of the quarter. Despite the challenges encountered with our fourth quarter revenues, we expect that our overall gross margin percentage will be comparable to the prior quarter," said H.K. Desai, the Company's chairman, chief executive officer and president. "We continue to be confident about our future growth potential and the overall long-term health of our business." QLogic will announce its final fourth quarter and year end financial and operating results on April 28, 2004. In addition, the Company will provide additional information and commentary during its regular quarterly conference call scheduled for April 28, 2004 at 2:30 p.m. Pacific Time (5:30 p.m. Eastern Time). H.K. Desai, chairman, chief executive officer and president, and Frank Calderoni, senior vice president and chief financial officer, will conduct the call, which will be webcast live via the Internet at www.qlogic.com or via CCBN. Phone access is available at (913) 981-4901, passcode: 750734. A replay of the conference call will be available via webcast at www.qlogic.com for twelve months. An audio replay will also be available through May 12, 2004 at (719) 457-0820, passcode: 750734. NON-GAAP FINANCIAL MEASUREMENTS The non-GAAP diluted earnings per share amount supplements the corresponding financial measurement computed in accordance with generally accepted accounting principles (GAAP) and excludes non-cash merger related stock compensation charges. The Company has provided this non-GAAP financial measure to assist investors to better understand the Company's core operating performance and to enhance comparisons of its core operating performance with historical periods and the operating performance of its competitors. Items excluded from non-GAAP financial measurements are also excluded by management in its evaluation of the core operating performance of the Company and in its evaluation of trends between fiscal periods. In addition, the Company prepares and maintains all budgets and forecasts of future periods on a basis consistent with this non-GAAP financial measurement. Investors should consider non-GAAP measures in addition to, and not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. 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 within 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 wishes to advise readers that these potential risks and uncertainties include, but are not limited to: the volatility of the Company's stock price; fluctuations in operating results; the dependence on the storage area network market; the ability to maintain and gain market or industry acceptance of the Company's products; the dependence on a limited number of customers and fluctuations or cancellations in orders from customers; the ability to compete effectively with other companies; a reduction in sales efforts by current distributors; the dependence on relationships with certain silicon chip suppliers and other subcontractors; the complexity of the Company's products; terrorist activities and resulting military actions; international, economic, regulatory, political and other risks; changes in semiconductor foundry capacity; the ability to maintain or expand upon strategic alliances; the strain on resources caused by rapid growth and expansion; the ability to attract and retain key personnel; and the ability to protect proprietary rights or to satisfactorily resolve any infringement claims. 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. Trademarks and registered trademarks are the property of the companies with which they are associated. -----END PRIVACY-ENHANCED MESSAGE-----