1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A ------------------------ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 2, 2000 COMMISSION FILE NO. 333-81347 ------------------------ VIXEL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 84-1176506 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 11911 NORTH CREEK PARKWAY SOUTH BOTHELL, WASHINGTON 98011 (425) 806-5509 (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES AND TELEPHONE NUMBER, INCLUDING AREA CODE) Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.0015 PAR VALUE ------------------------ Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the Registrant based on the closing sale price of the Registrant's Common Stock on March 1, 2000, as reported on the Nasdaq National Market, was approximately $515,076,067. As of March 1, 2000, the Registrant had outstanding 23,278,316 shares of Common Stock. DOCUMENTS INCORPORATED BY REFERENCE The Registrant has incorporated by reference into Part III of this Form 10-K portions of the Proxy Statement for the 2000 Annual Meeting of Stockholders to be held on May 24, 2000 which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 EXPLANATION The purpose of this Form 10K/A amendment is to properly reflect the dates of the signature of persons signing on behalf of the registrant on the Report on Form 10K filed on March 31, 2000 from March 31, 1999 to March 31, 2000. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned, thereunto duly authorized. VIXEL CORPORATION /s/ KURTIS L. ADAMS By: Kurtis L. Adams, Chief Financial Officer, Vice President of Finance, Secretary and Treasurer 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bothell, King County, State of Washington, on this 31st day of March, 2000. VIXEL CORPORATION By: /s/ JAMES M. MCCLUNEY ------------------------------------ James M. McCluney Chief Executive Officer, President and Chairman of the Board of Directors POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints James M. McCluney and Kurtis L. Adams, his true and lawful attorneys-in-fact each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities to sign any or all amendments to this report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitutes, each acting alone, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed below by the following persons in the capacities and on the dates indicated: SIGNATURE TITLE DATE --------- ----- ---- /s/ JAMES M. MCCLUNEY Chief Executive Officer, March 31, 2000 - ----------------------------------------------------- President and Chairman of the James M. McCluney Board of Directors (Principal Executive Officer) /s/ KURTIS L. ADAMS Chief Financial Officer, Vice March 31, 2000 - ----------------------------------------------------- President of Finance, Secretary Kurtis L. Adams and Treasurer (Principal Financial and Accounting Officer) /s/ KEVIN A. FONG Director March 31, 2000 - ----------------------------------------------------- Kevin A. Fong /s/ CHARLES A. HAGGERTY Director March 31, 2000 - ----------------------------------------------------- Charles A. Haggerty /s/ JUAN A. RODRIGUEZ Director March 31, 2000 - ----------------------------------------------------- Juan A. Rodriguez /s/ TIMOTHY M. SPICER Director March 31, 2000 - ----------------------------------------------------- Timothy M. Spicer /s/ WERNER F. WOLFEN Director March 31, 2000 - ----------------------------------------------------- Werner F. Wolfen 38