Registration No. 333-195635
Registration No. 333-186381
Registration No. 333-179194
Registration No. 333-172040
Registration No. 333-161580
Registration No. 333-157961
Registration No. 333-147870
Registration No. 333-139782
Registration No. 333-133309
Registration No. 333-110643
Registration No. 333-100514
Registration No. 333-56440
Registration No. 333-01533
Registration No. 33-75816
Registration No. 33-44484
Registration No. 33-40959
Registration No. 002-89162
Registration No. 002-77188
Registration No. 002-75783
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-195635
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-186381
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-179194
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-172040
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-161580
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-157961
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-147870
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-139782
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-133309
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-110643
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-100514
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-56440
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-01533
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-75816
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-44484
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-40959
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 002-89162
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 002-77188
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 002-75783
UNDER
THE SECURITIES ACT OF 1933
EMULEX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | | 51-0300558 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification Number) |
1320 Ridder Park Drive
San Jose, California 95131
(Address of Principal Executive Offices including Zip Code)
Registrant’s telephone number, including area code: (408) 435-7400
Emulex Corporation Employee Stock Purchase Plan
Emulex Corporation 2005 Equity Incentive Plan
Emulex Corporation Stock Award Plan for Non-Employee Directors
1997 Stock Award Plan for Non-Employee Directors
Vixel Corporation Amended and Restated 1995 Stock Option Plan
Vixel Corporation 1999 Equity Incentive Plan, as amended
Vixel Corporation 2000 Non-Officer Equity Incentive Plan
Emulex Corporation Employee Stock Option Plan
Giganet, Inc. 1995 Stock Option Plan
Employee Stock Purchase Plan
Director Plan
InterConnections, Inc. 1987 Stock Option Plan
Emulex Corporation Non-Employee Director Stock Option Plan
1981 Stock Bonus and Purchase Plan
(Full title of the plans)
Corporation Service Company
1090 Vermont Avenue NW
Washington, D.C. 20005
Tel: (800) 222-2122
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy To:
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Anthony J. Richmond Latham & Watkins LLP Menlo Park, California 94025 Telephone: (650) 328-4600 Facsimile: (650) 463-2600 | | Hock E. Tan President and Chief Executive Officer Emulex Corporation 1320 Ridder Park Drive San Jose, California 95131 (408) 435-7400 |
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 definition of “large accelerated filer,” “accelerated filer” and ��smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one:
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| Large accelerated filer | | x | | Accelerated filer | | ¨ |
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| Non-accelerated filer | | ¨ (do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following registration statements of Emulex Corporation (the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) on Form S-8 (the “Registration Statements”):
| | • | | Registration No. 333-195635 for the sale of 3,250,000 shares of the common stock of the Registrant, par value $0.10 per shares (the “Common Stock”) under the Emulex Corporation Employee Stock Purchase Plan. |
| | • | | Registration No. 333-186381 for the sale of 3,191,795 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the Emulex Corporation 2005 Equity Incentive Plan and the Emulex Corporation Stock Award Plan for Non-Employee Directors. |
| | • | | Registration No. 333-179194 for the sale of 3,292,901 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the Emulex Corporation 2005 Equity Incentive Plan and Emulex Corporation Employee Stock Purchase Plan. |
| | • | | Registration No. 333-172040 for the sale of 3,500,000 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the Emulex Corporation 2005 Equity Incentive Plan and the Emulex Corporation Employee Stock Purchase Plan. |
| | • | | Registration No. 333-161580 for the sale of 3,998,243 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the Emulex Corporation 2005 Equity Incentive Plan |
| | • | | Registration No. 333-157961 for the sale of 1,500,000 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the Emulex Corporation Employee Stock Purchase Plan. |
| | • | | Registration No. 333-147870 for the sale of 1,886,128 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the Emulex Corporation 2005 Equity Incentive Plan. |
| | • | | Registration No. 333-139782 for the sale of 2,759,780 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the 1997 Stock Award Plan for Non-Employee Directors and the Emulex Corporation 2005 Equity Incentive Plan. |
| | • | | Registration No. 333-133309 for the sale of 2,937,475 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the Emulex Corporation 2005 Equity Incentive Plan. |
| | • | | Registration No. 333-110643 for the sale of 2,203,861 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the Vixel Corporation Amended and Restated 1995 Stock Option Plan, the Vixel Corporation 1999 Equity Incentive Plan, as amended, and the Vixel Corporation 2000 Non-Officer Equity Incentive Plan. |
| | • | | Registration No. 333-100514 for the sale of 750,00 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the Emulex Corporation Employee Stock Purchase Plan. |
| | • | | Registration No. 333-56440 for the sale of 1,248,865 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the Giganet, Inc. 1995 Stock Option Plan. |
| | • | | Registration No. 333-01533 for the sale of 400,000 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the Emulex Corporation Employee Stock Option Plan. |
| | • | | Registration No. 33-75816 for the sale of 50,000 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the Director Plan. |
| | • | | Registration No. 33-44484 for the sale of 32,600 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under InterConnections, Inc. 1987 Stock Option Plan. |
| | • | | Registration No. 33-40959 for the sale of 850,000 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under Emulex Corporation Employee Stock Option Plan. |
| | • | | Registration No. 002-89162 for the sale of 740,000 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the Emulex Corporation Employee Stock Option Plan. |
| | • | | Registration No. 002-77188 for the sale of 220,000 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the 1981 Stock Bonus and Purchase Plan. |
| | • | | Registration No. 002-75783 for the sale of 220,000 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the Emulex Corporation Employee Stock Option Plan. |
On May 5, 2015, pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 25, 2015, by and among the Registrant, Avago Technologies Wireless (U.S.A.) Manufacturing Inc. (“Parent”) and Emerald Merger Sub, Inc. (“Merger Sub”), Merger Sub merged with and into the Registrant, and the Registrant became a wholly owned subsidiary of Parent (the “Merger”). As a result of the Merger, any offering pursuant to the Registration Statements has been terminated and the Registrant hereby terminates the effectiveness of the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under each Registration Statement that remain unsold at the termination of the offerings, the Registrant hereby removes from registration the securities registered but unsold under the Registration Statements, if any.
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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Jose, State of California, on this 5th day of May 2015.
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| EMULEX CORPORATION |
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By: | | /s/ Anthony E. Maslowski |
| | Anthony E. Maslowski Director, Treasurer and Secretary |
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.
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SIGNATURE | | TITLE | | DATE |
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/s/ Hock E. Tan Hock E. Tan | | President, Chief Executive Officer
(Principal Executive Officer) | | May 5, 2015 |
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/s/ Patricia H. McCall Patricia H. McCall | | Vice President and Assistant Secretary | | May 5, 2015 |
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/s/ Ivy Pong Ivy Pong | | Director | | May 5, 2015 |
