S-8 1 s-8.txt FORM S-8 1 As Filed With the Securities and Exchange Commission on August 2, 2000 Registration 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 incorporation or organization) (I.R.S. Employer Identification No.)
26600 LAGUNA HILLS DRIVE, ALISO VIEJO, CALIFORNIA 92656 (Address of Principal Executive Offices) (Zip Code) --------- QLOGIC SWITCH PRODUCTS, INC. 1990 STOCK OPTION PLAN QLOGIC SWITCH PRODUCTS, INC. 1994 LONG-TERM INCENTIVE AND STOCK OPTION PLAN QLOGIC SWITCH PRODUCTS, INC. NONEMPLOYEE DIRECTOR STOCK OPTION PLAN (Full titles of the plans) --------- Thomas R. Anderson, Vice President and Chief Financial Officer QLogic Corporation 26600 Laguna Hills Drive Aliso Viejo, California 92656 (Name and address of agent for service) (949) 389-6000 (Telephone number, including area code, of agent for service) Copy to: Nick E. Yocca, Esq. Stradling Yocca Carlson & Rauth, a Professional Corporation 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660 (949) 725-4000 CALCULATION OF REGISTRATION FEE
==================================================================================================================== Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of To Be Registered Registered(1) Offering Price Aggregate Offering Registration Fee Per Share(2) Price ==================================================================================================================== Common Stock, 1,724,036 shares $25.428 $43,838,907 $11,573.47 $0.001 par value(3) ====================================================================================================================
(1) Represents the shares of Common Stock of the Registrant issuable upon the exercise of options granted under the QLogic Switch Products, Inc. 1990 Stock Option Plan, the QLogic Switch Products, Inc. 1994 Long-Term Incentive and Stock Option Plan and the QLogic Switch Products, Inc. Nonemployee Director Stock Option Plan, all of which options were assumed by the Registrant in connection with the merger of Amino Acquisition Corp., a wholly-owned subsidiary of the Registrant with and into QLogic Switch Products, Inc. (formerly Ancor Communications, Incorporated) on August 1, 2000. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h). Pursuant to Rule 457(h)(1), the aggregate offering price is computed upon the basis of the price at which the options may be exercised, the weighted average of which is $3.3768 (for options under the 1990 Stock Option Plan), $24.7618 (for options under the 1994 Long-Term Incentive Stock Option Plan) and $43.0237 (for options under the Nonemployee Director Stock Option Plan). (3) Includes corresponding rights to acquire shares of the Registrant's Common Stock pursuant to the Rights Agreement, dated June 4, 1996, as amended, between the Registrant and Harris Trust Company of California. PAGE 1 OF 8 PAGES EXHIBIT INDEX ON PAGE [8] 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS All information required by Part I to be contained in the prospectus is omitted from this Registration Statement on Form S-8 in accordance with Rule 428 under the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement on Form S-8 registers shares of the Registrant's Common Stock which may be issued in connection with, or in respect of, options ("QLogic Switch Products Options") to purchase shares of common stock, par value $0.01 per share (the "QLogic Switch Products Stock") of QLogic Switch Products, Inc. (formerly Ancor Communications, Incorporated), a Minnesota corporation ("QLogic Switch Products"), outstanding pursuant to the QLogic Switch Products, Inc. 1990 Stock Option Plan, the QLogic Switch Products, Inc. 1994 Long Term Incentive and Stock Option Plan and the QLogic Switch Products, Inc. Nonemployee Director Stock Option Plan. The Agreement and Plan of Merger, dated as of May 7, 2000 (the "Merger Agreement"), between the Registrant, Amino Acquisition Corp., a Minnesota corporation and wholly-owned subsidiary of the Registrant ("Merger Sub"), and QLogic Switch Products provides that, at the effective time (the "Effective Time") of the merger of Merger Sub with and into QLogic Switch Products, each QLogic Switch Products Option shall be assumed by the Registrant and converted into an option to acquire, on substantially the same terms and conditions as were applicable under such QLogic Switch Products Option, the number of whole shares of Registrant's Common Stock equal to the number of shares of QLogic Switch Products Stock that were issuable upon exercise of such QLogic Switch Products Option immediately prior to the Effective Time multiplied by an exchange ratio of 0.5275, with any fractional shares of Common Stock resulting from such calculation being rounded down to the nearest whole share, at a per share exercise price equal to the exercise price per share of QLogic Switch Products Stock at which such QLogic Switch Products Option was exercisable immediately prior to the Effective Time divided by such exchange ratio (rounded up to the nearest whole cent). Item 3. Incorporation of Documents by Reference. The following documents, which have been filed by the Registrant with the Securities and Exchange Commission are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K, as amended, for the fiscal year ended April 2, 2000; (b) The Registrant's Current Report on Form 8-K, filed on May 11, 2000; (c) The description of the Registrant's Common Stock that is contained in the Registrant's Registration Statement on Form 10 (Commission file number 0-23298) filed with the Commission under the Exchange Act on February 15, 1994, including any amendment or report filed for the purpose of updating such description; (d) The description of the Rights to Purchase Series A Junior Participating Preferred Stock (the "Rights") and of the Series A Junior Participating Preferred Stock, par value $0.001 per share, that is contained in the Registrant's Registration Statement on Form 8-A filed with the Commission under Section 12 of the Exchange Act on June 19, 1996, including any amendment or report filed for the purpose of updating that description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities 2 3 offered have been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document that is not deemed filed under such provisions. For the purposes of this registration statement, any statement in a document incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in this registration statement modifies or supersedes a statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable Item 6. Indemnification of Directors and Officers. (a) Section 145 of the Delaware General Corporation Law makes provision for the indemnification of officers and directors in terms sufficiently broad to include indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "1933 Act"). Section 145 of the Delaware General Corporation law permits indemnification by the corporation of its officers and directors against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with actions or proceedings against them if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. Section 145 provides that no indemnification may be made, however, without court approval, in respect of any claim as to which the officer or director is adjudged to be liable to the corporation. Such indemnification provisions of Delaware law are expressly not exclusive of any other rights which the officers or directors may have under the corporation's by-laws or agreements, pursuant to the vote of stockholders or disinterested directors or otherwise. (b) The Restated Certificate of Incorporation, as amended, of the Registrant provides that the Registrant will, to the maximum extent permitted by law, indemnify each of its officers and directors against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was a director or officer of the Registrant. The Company also carries directors and officers liability insurance. (c) The Company has entered into separate indemnification agreements with its directors and officers. These agreements require the Company, among other things, to indemnify them against liabilities that may arise by reason of their status or service as directors or officers (other than liabilities arising from actions not taken in good faith or in a manner the indemnitee believed to be opposed to the best interests of the Company), and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed. Not applicable. 3 4 Item 8. Exhibits. The following exhibits are filed as part of this Registration Statement: Number Description ------ ----------- 5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Counsel to the Registrant. 23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (included in the Opinion filed as Exhibit 5.1). 23.2 Consent of KPMG LLP, independent auditors. 24.1 Power of Attorney (included on signature page to the Registration Statement at page S-1). Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 4 5 Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of 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 Aliso Viejo, State of California, on the 2nd day of August, 2000. QLOGIC CORPORATION By: /s/ Thomas R. Anderson ------------------------------------- Thomas R. Anderson Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ H.K. Desai Chairman Of The Board Of Directors, August 2, 2000 ---------------------------------------- President and Chief Executive Officer H.K. DESAI (Principal Executive Officer) /s/ Thomas R. Anderson Vice President and Chief Financial August 2, 2000 ---------------------------------------- Officer THOMAS R. ANDERSON (Principal Financial and Accounting Officer) /s/ Michael R. Manning Secretary and Treasurer August 2, 2000 ---------------------------------------- MICHAEL R. MANNING * Director August 2, 2000 ---------------------------------------- GEORGE D. WELLS * Director August 2, 2000 ---------------------------------------- CAROL L. MILTNER * Director August 2, 2000 ---------------------------------------- LARRY R. CARTER
6 7
SIGNATURE TITLE DATE --------- ----- ---- * Director August 2, 2000 ---------------------------------------- JIM FIEBIGER /s/ Thomas R. Anderson August 2, 2000 ---------------------------------------- * THOMAS R. ANDERSON AS ATTORNEY-IN-FACT
7 8 EXHIBIT INDEX
Sequential Number Description Page Number ------ ----------- ----------- 5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Counsel to the Registrant. 23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (included in the Opinion filed as Exhibit 5.1). 23.2 Consent of KPMG LLP, independent auditors. 24.1 Power of Attorney (included on signature page to the Registration Statement at page S-1).