Registration No. 333-169068
Registration No. 333-137825
Registration No. 333-52842
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-169068
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-137825
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-52842
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 2005 Equity Incentive Plan
ServerEngines, Corporation Amended and Restated 2008 Stock Option Plan
Sierra Logic, Inc. 2001 Stock Option Plan
Emulex Corporation Employee Stock Option Plan
1997 Stock Option Plan for Non-Employee Directors
Employee Stock 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. 333-169068 for the sale of 1,526,330 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the ServerEngines, Corporation Amended and Restated 2008 Stock Option Plan and the Emulex Corporation 2005 Equity Incentive Plan. |
| | • | | Registration No. 333-137825 for the sale of 570,179 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the Sierra Logic, Inc. 2001 Stock Option Plan and the Emulex Corporation 2005 Equity Incentive Plan. |
| | • | | Registration No. 333-52842 for the sale of 11,330,000 shares of the common stock of the Registrant, par value $0.10 per shares of the Common Stock under the Employee Stock Purchase Plan, the 1997 Stock Option Plan for Non-Employee Directors and 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. 3 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 |
