As filed with the Securities and Exchange Commission on November 13, 2015
Registration No. 333-13137
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO.1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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QLOGIC CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware | 33-0537669 |
(State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) |
26650 Aliso Viejo Parkway
Aliso Viejo, California 92656
(Address, Including Zip Code, of Principal Executive Offices)
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QLogic Corporation Stock Awards Plan
QLogic Corporation Non-Employee Director Stock Option Plan
Option Agreements with Consultants
(Full Titles of the Plans)
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Michael L. Hawkins
Vice President, General Counsel and Secretary
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:
Mark D. Peterson, Esq.
O’Melveny & Myers LLP
610 Newport Center Drive, 17th Floor
Newport Beach, CA 92660
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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 þ | | Accelerated filer o | | Non-accelerated filer o | | Smaller reporting company o |
DEREGISTRATION OF SECURITIES
Pursuant to a Registration Statement on Form S-8 (Registration No. 333-13137) filed with the Securities and Exchange Commission on October 1, 1996 (the “Registration Statement”), QLogic Corporation (the “Company”) registered 4,000,000 shares of its common stock, par value $0.001 per share (“Common Stock”) for issuance upon the exercise of awards granted under the QLogic Corporation Stock Awards Plan (the “Stock Awards Plan”), 1,200,000 shares of Common Stock for issuance upon the exercise of awards granted under the QLogic Corporation Non-Employee Director Stock Option Plan (the “Non-Employee Director Plan”), and 160,000 shares of Common Stock for issuance upon the exercise of awards granted under option agreements with certain consultants (“Consultant Option Agreements”). All awards granted under the Stock Awards Plan, the Non-Employee Director Plan and the Consultant Option Agreements have been exercised or paid or have expired. Pursuant to this Post-Effective Amendment to the Registration Statement, the Company hereby removes from registration any and all remaining unissued shares of Common Stock registered for issuance under the Stock Awards Plan, the Non-Employee Director Plan and the Consultant Option Agreements pursuant to the Registration Statement. Share numbers in this this Post-Effective Amendment to the Registration Statement have been adjusted to reflect the Company’s two-for-one stock splits on February 23, 1999, August 2, 1999, February 9, 2000 and March 3, 2006.
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2
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 Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Aliso Viejo, State of California, on November 12, 2015.
| | | QLOGIC CORPORATION |
| | | |
| | By: | /s/ Jean Hu |
| | | Jean Hu |
| | | Acting Chief Executive Officer, Senior Vice President and Chief Financial Officer |
Signature | Title | Date |
/s/ Jean Hu Jean Hu | Acting Chief Executive Officer, Senior Vice President and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) | November 12, 2015 |
/s/ Christine King Christine King | Executive Chairman and Chairman of the Board | November 12, 2015 |
/s/ John T. Dickson John T. Dickson | Director | November 12, 2015 |
/s/ Balakrishnan S. Iyer Balakrishnan S. Iyer | Director | November 12, 2015 |
/s/ D. Scott Mercer D. Scott Mercer | Director | November 12, 2015 |
/s/ Jay A. Rossiter Jay A. Rossiter | Director | November 12, 2015 |
/s/ George D. Wells George D. Wells | Director | November 12, 2015 |
/s/ William M. Zeitler William M. Zeitler | Director | November 12, 2015 |
