S-8 1 d589017ds8.htm FORM S-8 Form 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, 17th 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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