-----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, F/IEWbCHrPaxHwEp3e3EBejpAGdATMFtAeXmk25KZbZMMpxPX9+l8Xqif4FdpnmE aedKTyquTZczYksiclH8Iw== 0000950148-96-002159.txt : 19961002 0000950148-96-002159.hdr.sgml : 19961002 ACCESSION NUMBER: 0000950148-96-002159 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 REFERENCES 429: 033-75814 FILED AS OF DATE: 19961001 EFFECTIVENESS DATE: 19961001 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: Q LOGIC CORP CENTRAL INDEX KEY: 0000918386 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330537669 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-13137 FILM NUMBER: 96637615 BUSINESS ADDRESS: STREET 1: 3545 HARBOR BLVD CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7144382200 S-8 1 FORM S-8 1 As Filed with the Securities and Exchange Commission on October 1, 1996 File No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM S-8* REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- QLOGIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 33-0537669 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) ID No.) 3545 Harbor Boulevard Costa Mesa, California 92626 (Address of Principal Executive Offices) QLOGIC CORPORATION STOCK AWARDS PLAN QLOGIC CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN OPTION AGREEMENTS WITH CONSULTANTS (Full Title of the Plan) H.K. DESAI, PRESIDENT AND CHIEF EXECUTIVE OFFICER QLOGIC CORPORATION 3545 Harbor Boulevard Costa Mesa, California 92626 (Name and Address of Agent for Service) Telephone Number, Including Area Code, of Agent for Service: (714) 438-2200 ----------------------- Copies of Communications to: JOEL I. BENNETT, ESQ. JEFFER, MANGELS, BUTLER & MARMARO LLP 2121 Avenue of the Stars, Tenth Floor Los Angeles, California 90067 (310) 203-8080 If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following line: [ X ] CALCULATION OF REGISTRATION FEE
======================================================================================================== Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Share Price Fee(1) - -------------------------------------------------------------------------------------------------------- Common Stock, $0.10 par 250,000 $12.25 $3,062,500 $1,056 value, to be issued under Stock Awards Plan Common Stock, $0.10 par 75,000 $12.25 $918,750 $317 value, to be issued under Non-Employee Director Stock Option Plan Common Stock, $0.10 par 10,000 $12.25 $122,500 $42 value, to be issued under option agreements with consultants ========================================================================================================
(1) Estimated in accordance with Rules 457(h) and 457(c) under the Securities Act of 1933 solely for the purpose of calculating the total registration fee based on the last sale reported on the NASDAQ National Market System on September 26, 1996. * As permitted by Rule 429 under the Securities Act of 1933, the prospectus related to this Registration Statement also covers securities registered under Registration Statement No. 33-75814, filed on February 28, 1994. 2 PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8, THIS REGISTRATION STATEMENT REGISTERS ADDITIONAL SHARES COVERED BY REGISTRATION STATEMENT NO. 33-75814 FILED FEBRUARY 28, 1994 AND THE CONTENTS OF SUCH REGISTRATION STATEMENT ARE INCORPORATED BY REFERENCE EXCEPT AS REVISED HEREIN. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS The Exhibits to this Registration Statement are listed in the Index to Exhibits which is incorporated herein by this reference. II-1 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Costa Mesa, State of California, on the 30th day of September, 1996. QLOGIC CORPORATION By: /s/ H.K. Desai -------------------------------- H.K. Desai, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gary E. Liebl and H.K. Desai, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ----------------------------------- -------------------------------------- ------------------ /s/ H.K. Desai President, Chief Executive Officer and September 30, 1996 - ----------------------------------- Director (Principal Executive Officer) H.K. DESAI /s/ Gary E. Liebl Chairman of the Board and Director September 30, 1996 - ----------------------------------- GARY E. LIEBL /s/ Thomas R. Anderson Vice President and Chief Financial September 30, 1996 - ----------------------------------- Officer (Principal Financial Officer THOMAS R. ANDERSON and Accounting Officer) /s/ James A. Bixby Director September 30, 1996 - ----------------------------------- JAMES A. BIXBY
II-2 4
SIGNATURE TITLE DATE - ----------------------------------- -------------------------------------- ------------------ /s/ Carol L. Miltner Director September 30, 1996 - ----------------------------------- CAROL L. MILTNER /s/ George D. Wells Director September 30, 1996 - ----------------------------------- GEORGE D. WELLS
II-3 5 INDEX TO EXHIBITS Exhibit Number Description Page - -------------- ----------- ---- 4.1 Certificate of Incorporation of Emulex Micro Devices Corporation, dated November 13, 1992 (incorporated by reference to Exhibit 3.1 to Registration Statement on Form 10 [File No. 0-23298] dated January 28, 1994, as amended February 15, 1994). 4.2 EMD Incorporation Agreement, dated as of January 1, 1993 (incorporated by reference to Exhibit 3.2 to Registration Statement on Form 10, Commission File Number 0-23298, dated January 28, 1994, as amended February 15, 1994) 4.3 Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to Registration Statement on Form 10, Commission File No. 0-23298, dated January 28, 1994, as amended February 15, 1994). 4.4 Certificate of Amendment of Certificate of Incorporation of QLogic Corporation (incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-8, Commission File No. 33- 75814, dated February 28, 1994). 4.5 By-laws of QLogic Corporation (incorporated by reference to Exhibit 3.4 to Registration Statement on Form 10, Commission File No. 0-23298, dated January 28, 1994, as amended February 15, 1994, and Exhibit 3.5 to Annual Report on Form 10-K for the fiscal year ended March 31, 1995) 5.1 Opinion of Jeffer, Mangels, Butler & Marmaro LLP as to legality of securities being registered. 24.1 Consent of KPMG Peat Marwick LLP 24.2 Consent of Jeffer, Mangels, Butler & Marmaro LLP. (See Exhibit 5.1) 25.1 Power of Attorney (contained on page II-2) EX-5.1 2 OPINION OF JEFFER, MANGELS, BUTLER & MARMARO LLP 1 [Letterhead of Jeffer, Mangels, Butler & Marmaro LLP] September 30, 1996 56170-0003 QLogic Corporation 3545 Harbor Boulevard Costa Mesa, California 92626 Re: QLogic Corporation Registration Statement For Offering of Common Stock Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") filed by you with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 335,000 shares of your common stock, $0.10 par value (the "Stock"). We are familiar with the actions taken and proposed to be taken by you in connection with the authorization and proposed issuance and sale of the Stock. It is our opinion that when the Registration Statement has become effective under the Act, subject to said actions being duly taken and completed by you as now contemplated prior to the issuance of the Stock and subject to the appropriate qualification of the Stock by the appropriate authorities of the various states in which the Stock will be sold, the Stock will, upon the issuance and the sale thereof in the manner referred to in said Registration Statement, be legally issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Respectfully submitted, JEFFER, MANGELS, BUTLER & MARMARO LLP EXHIBIT 5.1 EX-24.1 3 CONSENT OF KPMG PEAT MARWICK LLP 1 INDEPENDENT AUDITORS' CONSENT The Board of Directors QLogic Corporation We consent to the use of our reports dated May 17, 1996 incorporated herein by reference. KPMG Peat Marwick LLP Orange County, California September 26, 1966 EXHIBIT 24.1 -----END PRIVACY-ENHANCED MESSAGE-----