Emulex (ELX) S-8 POS Registration of securities for employees (post-effective amendment)

As Filed with the Securities and Exchange Commission on April 14, 2006

Registration No. 333-101657

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933

EMULEX CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	51-0300558 (IRS Employer Identification No.)
3333 Susan Street Costa Mesa, California (Address of Principal Executive Offices)	92626 (Zip Code)

EMULEX CORPORATION EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)

PAUL F. FOLINO
Chairman and Chief Executive Officer
EMULEX CORPORATION
3333 Susan Street
Costa Mesa, California 92626
(Name and Address of Agent for Service)

(714) 662-5600
(Telephone number, including area code, of agent for service)

Copies of Communications to:

RANDALL WICK
Vice President and General Counsel
EMULEX CORPORATION
3333 Susan Street
Costa Mesa, California 92626
(714) 662-5600
Fax: (714) 641-0172 ROBERT M. STEINBERG, Esq.
JEFFER, MANGELS, BUTLER & MARMARO LLP
1900 Avenue of the Stars, Seventh Floor
Los Angeles, California 90067
(310) 203-8080
Fax: (310) 203-0567

TABLE OF CONTENTS

EXPLANATORY STATEMENT

     Emulex Corporation (the “Registrant”) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on December 5, 2002, File No. 333-101657 (the “2002 Form S-8”), with respect to shares of the Registrant’s common stock, par value $0.10 per share (the “Common Stock”), thereby registered for offer or sale pursuant to the Emulex Corporation Employee Stock Option Plan (the “Option Plan”). A total of 5,000,000 shares of Common Stock relating to the Option Plan were registered for issuance under the Option Plan pursuant to the 2002 Form S-8.

     On December 1, 2005, the shareholders of the Registrant approved the Emulex Corporation 2005 Equity Incentive Plan (the “2005 Plan”). No future awards will be made under the Option Plan. According to the terms of the 2005 Plan, the shares of Common Stock that were available for grant under the Option Plan, but not actually subject to outstanding awards as of the effective date of the 2005 Plan, are available for issuance under the 2005 Plan. In addition, shares that were subject to awards under the Option Plan which expired, were forfeited, cancelled or terminated for any reason since the effective date of the 2005 Plan are also available for issuance under the 2005 Plan. The total number of shares of Common Stock available for grant under the Option Plan that are not actually subject to outstanding awards as of March 28, 2006 was 665,591 (the “Carryover Shares”). Those 665,591 shares are hereby deregistered. The 2002 Form S-8 otherwise continues in effect as to the balance of the shares of Common Stock remaining available for offer or sale pursuant thereto.

     Contemporaneously with the filing of this Post-Effective Amendment No. 1 to Form S-8 Registration Statement, the Registrant is filing a Registration Statement on Form S-8 to register the shares of Common Stock now available for offer or sale pursuant to the 2005 Plan, including but not limited to the Carryover Shares.

     In accordance with Rule 457(p) of the Securities Act of 1933, as amended, and Instruction E to the General Instructions to Form S-8, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement is hereby filed (i) to reallocate the Carryover Shares from the Option Plan to the 2005 Plan, and (ii) to carry over the registration fees paid for the 665,591 Carryover Shares that were previously registered from the 2002 Form S-8 to the Registration Statement on Form S-8 for the 2005 Plan that is filed contemporaneously with the filing of this Post-Effective Amendment No. 1 to Form S-8 Registration Statement.

     There may be shares of Common Stock registered in connection with the Option Plan that are represented by awards under the Option Plan that, after March 28, 2006, are forfeited, expire, are cancelled without delivery of shares, or otherwise result in the return of shares to the Registrant. The Registrant intends to periodically file additional post effective amendments to the 2002 Form S-8, and additional Registration Statements on Form S-8, carrying forward such shares for issuance in connection with the 2005 Plan.

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 14th day of April, 2006.

EMULEX CORPORATION
By:	/s/ Paul F. Folino
	Paul F. Folino, Chief Executive Officer

SIGNATURE	TITLE	DATE
/s/ Paul F. Folino	Chairman of the Board, Chief Executive Officer and Director (Principal
PAUL F. FOLINO	Executive Officer)	April 14, 2006
/s/ Fred B. Cox	Chairman Emeritus of the
FRED B. COX	Board and Director	April 14, 2006
/s/ Michael J. Rockenbach	Chief Financial Officer	April 14, 2006
MICHAEL J. ROCKENBACH	(Principal Financial Officer and Accounting Officer)
/s/ Michael P. Downey	Director	April 14, 2006
MICHAEL P. DOWNEY
/s/ Bruce C. Edwards	Director	April 14, 2006
BRUCE C. EDWARDS
/s/ Robert H. Goon	Director	April 14, 2006
ROBERT H. GOON
/s/ Don M. Lyle	Director	April 14, 2006
DON M. LYLE
/s/ Dean A. Yoost	Director	April 14, 2006
DEAN A. YOOST