-----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, DCo/XyrWmVyCywCz0NjTcEp2VXsVNOEqTnRq2gzkkavaZgkkIQ1jYk5RjdhnZgjl crpVUC7ZFPSYpzpcQjuO6Q== /in/edgar/work/20000802/0001095811-00-002225/0001095811-00-002225.txt : 20000921 0001095811-00-002225.hdr.sgml : 20000921 ACCESSION NUMBER: 0001095811-00-002225 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000801 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QLOGIC CORP CENTRAL INDEX KEY: 0000918386 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 330537669 STATE OF INCORPORATION: DE FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23298 FILM NUMBER: 684431 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 e8-k.txt FORM 8-K 1 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) August 1, 2000 QLOGIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 0-23298 33-0537669 - -------------------------------------------------------------------------------- (State or other jurisdiction) (Commission (IRS Employer of incorporation) File Number) Identification No.) 26600 Laguna Hills Drive, Aliso Viejo, California 92656 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (949) 389-6000 -------------- Not Applicable -------------- (Former name or former address, if changed since last report) Page 1 of 5 Exhibit Index on Page 3 2 ITEM 5. OTHER EVENTS On August 1, 2000, the Registrant issued a press release regarding the acquisition of Ancor Communications, Incorporated. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by this reference. ITEM 7. EXHIBITS EXHIBIT NO. DESCRIPTION 99.1 Press Release issued by the Registrant on August 1, 2000, announcing the acquisition of Ancor Communications, Incorporated. SIGNATURE 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 thereunto duly authorized. QLOGIC CORPORATION Date: August 1, 2000 By: /s/ H.K. DESAI ------------------------------------- H.K. Desai Chairman, President and Chief Executive Officer 2 3 EXHIBIT INDEX
SEQUENTIAL EXHIBIT NO. DESCRIPTION PAGE NO. - ----------- ----------- ---------- 99.1 Press Release issued by the Registrant on August 1, 2000, 4 announcing the acquisition of Ancor Communications, Incorporated.
3 EX-99.1 2 ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE EDITOR'S CONTACT: Steve Sturgeon QLogic Corporation Phone: 949/389-6268 Fax: 949/389-6126 INVESTOR'S CONTACT: Tom Anderson QLogic Corporation Phone: 949/389-6213 Fax: 949/389-6114 QLOGIC COMPLETES MERGER WITH ANCOR COMMUNICATIONS ALISO VIEJO, Calif., August 1, 2000 - QLogic Corp. (NASDAQ:QLGC), the leading SAN infrastructure provider, today announced that it has completed its merger with Ancor Communications, Incorporated. Earlier today both QLogic and Ancor shareholders approved the transaction. Pursuant to the merger, which is structured as a tax-free reorganization for U.S. Federal Income Tax purposes and is intended to be accounted for as a pooling of interests, QLogic will exchange 0.5275 shares of common stock for each share of Ancor common stock. Appropriate regulatory clearances have already been obtained. The merger with Ancor extends QLogic's extensive portfolio of products based on Fibre Channel technology. QLogic expects to leverage key customer relationships to produce synergistic Fibre Channel solutions for the rapidly growing SAN marketplace. "The merger with Ancor enhances QLogic's strength in the SAN marketplace," said H.K. Desai, chairman, president and CEO of QLogic. "Employees of both companies have been actively planning the successful integration of the business. Our customers will benefit from complete, tested SAN solutions, as well as faster time-to-market deployment of Fibre Channel products." 2 QLogic expects the transaction to be neutral to slightly accretive to earnings for the calendar year ending December 2001, and accretive to QLogic's fiscal year ending March 2002, excluding the potential impact of operational and strategic benefits. The Company also noted that it will take a charge to earnings to account for merger and related charges in the September quarter. ABOUT QLOGIC QLogic Corporation is changing the way the world views Storage Area Networks (SANs), serving OEMs, VARs and system integrators with the broadest line of SAN infrastructure components in the industry. With over 15 years of enterprise storage experience, the company delivers a full range of Fibre Channel switches, PCI host bus adapters, controller silicon and management chips for systems and peripherals, as well as the QLogic Management Suite of SAN management software solutions. A member of the Nasdaq-100(R) Index, QLogic recently emerged on the Forbes 500 and Business Week 200 lists. QLogic is integrated in over 200 OEM solutions, including: AMI, Compaq, Dell, EMC, Fujitsu, Hitachi, HP, IBM, INRANGE, Iwill, MTI Technology Corp., Quantum, Raidtec, Siemens, Sun and Unisys. For more information about QLogic and its products, contact QLogic Corp., 26600 Laguna Hills Drive, Aliso Viejo, CA 92656; telephone: 800/662-4471 (sales); 949/389-6000 (corporate); fax: 949/389-6126; home page http://www.qlogic.com. 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. -----END PRIVACY-ENHANCED MESSAGE-----