S-8

As filed with the Securities and Exchange Commission on August 27, 2013

Registration No.             

UNITED STATES

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.)

26650 Aliso Viejo Parkway

Aliso Viejo, California 9265

6(Address, Including Zip Code, of Principal Executive Offices)

QLogic Corporation

1998 Employee Stock Purchase Plan

(Full Title of the Plans)

Jean Hu

Interim Chief Executive Officer,

Senior Vice President and Chief Financial Officer

QLogic Corporation

26650 Aliso Viejo Parkway

Aliso Viejo, California 92656

(949) 389-6000

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

COPY TO:

Gary J. Singer, Esq.

O’Melveny & Myers LLP

610 Newport Center Drive, 17^th Floor

Newport Beach, CA 92660

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount Of Registration Fee
Common Stock, $0.001 par value per share issuable under the QLogic Corporation 1998 Employee Stock Purchase Plan	3,000,000(1)	$11.27(2)	$33,810,000(2)	$4,612(2)

⁽¹⁾  This Registration Statement covers, in addition to the number of shares of QLogic Corporation, a Delaware corporation (the “Company” or the “Registrant”), common stock, par value $0.001 per share (the “Common Stock”), stated above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the QLogic Corporation 1998 Employee Stock Purchase Plan, as amended (the “Plan”), as a result of one or more adjustments under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.

⁽²⁾  Pursuant to Securities Act Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on August 22, 2013, as quoted on the NASDAQ Global Select Market.

The Exhibit Index for this Registration Statement is at page 7.

EXPLANATORY NOTE

This Registration Statement is filed by the Company to register additional securities issuable pursuant to the Plan and consists of only those items required by General Instruction E to Form S-8.

PART I

INFORMATION REQUIRED IN THE

SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).

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PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

The following documents of the Company filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a) The Company’s Registration Statements on Form S-8, filed with the Commission on October 30, 1998 and November 7, 2008 (Commission File Nos. 333-66407 and 333-155220);

(b) The Company’s Annual Report on Form 10-K for its fiscal year ended March 31, 2013, filed with the Commission on May 23, 2013 (Commission File No. 000-23298);

(c) The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2013, filed with the Commission on August 1, 2013 (Commission File No. 000-23298);

(d) The Company’s Current Reports on Form 8-K, filed with the Commission on May 1, 2013 (as amended by the Form 8-K/A filed with the Commission on May 24, 2013), May 20, 2013, May 29, 2013, June 4, 2013, June 7, 2013 and August 23, 2013 (each, Commission File No. 000-23298); and

(e) The description of the Company’s Common Stock contained in its Registration Statement on Form 10/A filed with the Commission on February 15, 1994 (Commission File No. 000-23298), and any other amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

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Item 5. Interests of Named Experts and Counsel

The validity of the issuance of Common Stock registered hereby is passed on for the Company by Michael L. Hawkins. Mr. Hawkins is the Vice President, General Counsel and Secretary of the Company and is compensated by the Company as an employee. Mr. Hawkins owns 18,354 shares of Common Stock, 40,825 restricted stock units that are payable in an equivalent number of shares of Common Stock, and Company stock options to acquire up to an additional 456,100 shares of Common Stock. Mr. Hawkins is eligible to participate in the Plan.

Item 8. Exhibits

See the attached Exhibit Index at page 7, which is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Aliso Viejo, State of California, on August 26, 2013.

QLOGIC CORPORATION
By:	/s/ Jean Hu
	Jean Hu Interim Chief Executive Officer, Senior Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints H.K Desai and Jean Hu, and each of them, acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jean Hu	Interim Chief Executive	August 26, 2013
Jean Hu	Officer, Senior Vice President and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)
/s/ H. K. Desai	Chairman of the Board and	August 26, 2013
H. K. Desai	Executive Chairman

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Signature	Title	Date
/s/ Balakrishnan S. Iyer	Director	August 26, 2013
Balakrishnan S. Iyer
	Director
Christine King
/s/ Kathryn B. Lewis	Director	August 26, 2013
Kathryn B. Lewis
/s/ D. Scott Mercer	Director	August 26, 2013
D. Scott Mercer
	Director
George D. Wells
/s/ William M. Zeitler	Director	August 26, 2013
William M. Zeitler

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
4.	QLogic Corporation 1998 Employee Stock Purchase Plan, as amended. (Filed as Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on August 23, 2013 (Commission File No. 000-23298) and incorporated herein by this reference.)
5.	Opinion of Company Counsel (opinion re legality).
23.1	Consent of KPMG LLP (consent of independent registered public accounting firm).
23.2	Consent of Counsel (included in Exhibit 5).
24.	Power of Attorney (included in this Registration Statement under “Signatures”).

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EX-5

EXHIBIT 5

[QLogic Corporation letterhead]

August 26, 2013

QLogic Corporation

26650 Aliso Viejo Parkway

Aliso Viejo, California 92656

Re: Registration of Securities of QLogic Corporation

Ladies and Gentlemen:

In connection with the registration of up to 3,000,000 shares of Common Stock of QLogic Corporation, a Delaware corporation (the “Company”), par value $0.001 per share (the “Shares”), under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission on or about the date hereof, to be issued or delivered pursuant to the QLogic Corporation 1998 Employee Stock Purchase Plan, as amended (the “Plan”), you have requested my opinion set forth below.

In my capacity as counsel, I have examined originals or copies of those corporate and other records of the Company I considered appropriate.

On the basis of such examination and my consideration of those questions of law I considered relevant, and subject to the limitations and qualifications in this opinion, I am of the opinion that:

(1) the Shares have been duly authorized by all necessary corporate action on the part of the Company; and

(2) when issued in accordance with such authorization, the provisions of the Plan and relevant agreements duly authorized by and in accordance with the terms of the Plan, and upon payment for and delivery of the Shares as contemplated in accordance with the Plan, and either (a) the countersigning of the certificate or certificates representing the Shares by a duly authorized signatory of the registrar for the Company’s Common Stock, or (b) the book-entry of the Shares by the transfer agent for the Company’s Common Stock in the name of The Depository Trust Company or its nominee, the Shares will be validly issued, fully paid and non-assessable.

I consent to your filing this opinion as an exhibit to the Registration Statement.

Respectfully submitted,

/s/ Michael Hawkins

Michael L. Hawkins

Vice President and General Counsel, QLogic Corporation

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

QLogic Corporation:

We consent to the use of our reports dated May 23, 2013, with respect to the consolidated balance sheets of QLogic Corporation and subsidiaries as of March 31, 2013 and April 1, 2012, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended March 31, 2013, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of March 31, 2013, incorporated herein by reference.

/s/ KPMG LLP

KPMG LLP

Irvine, California

August 26, 2013