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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A-1
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(Mark One)
[X] Amendment to
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 29, 1996
OR
[ ] Transition Report to Section 13 or 15(d) of the
Securities Exchange Act of 1934
COMMISSION FILE NO. 0-11007
EMULEX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 51-0300558
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3535 HARBOR BOULEVARD 92626
COSTA MESA, CALIFORNIA (Zip Code)
(Address of principal executive offices)
(714) 662-5600
(Registrant's telephone number, including area code)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed 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
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As of November 7, 1996, the registrant had 6,033,210 shares of common stock
outstanding.
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PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.
(a) Registrant's By-laws were amended on August 22, 1996 by the Board of
Directors. Section 3 of Article II of the By-laws was amended to provide that
special meetings of stockholders may be called at any time by the Board, the
Chairman of the Board or the President of the corporation, and no longer by the
holders of shares entitled to cast not less than ten percent of the votes at
such special meeting. Section 14 of Article II was added providing that at an
annual or special meeting of the stockholders, only such business shall be
conducted as is properly brought before the meeting, and specifying the
requirements for properly bringing business before any such meeting. Section 18
of Article III was added stating that only those persons nominated in accordance
with provisions set forth in the section are eligible for election as Directors,
and setting out the required provisions for such nomination.
Registrant's By-laws were amended on November 21, 1996 by the Board of
Directors. Section 2 of Article III was amended to change the exact number of
Directors to five (5).
By-law amendments affect the rights of holders of the Registrant's Common Stock
and Series A Junior Participating Preferred Stock.
The amended and Restated By-laws are filed as Exhibit 3.1 and are incorporated
herein by reference.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 3.1 Amended and Restated By-laws
Exhibit 27.1 Financial Data Schedule (previously filed as Exhibit 27.1 to
Form 10-Q for the quarterly period ended September 29, 1996)
(b) The Registrant has not filed any reports on Form 8-K during the period for
which this report is filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: December 20, 1996
EMULEX CORPORATION
By: /s/ Paul F. Folino
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Paul F. Folino
President and Chief Executive Officer
By: /s/ Walter J. McBride
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Walter J. McBride
Sr. Vice President & Chief
Financial Officer
(Principal Financial & Chief
Accounting Officer)
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