UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): May 8, 2000
ANCOR COMMUNICATIONS, INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 1-2982 41-1569659
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6321 Bury Drive, Suite 13
Eden Prairie, Minnesota 55346-1739
(Address of principal executive offices) (Zip Code)
(952) 932-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
ITEM 5. - OTHER EVENTS.
On May 8, 2000, QLogic Corporation, a Delaware corporation ("QLogic"),
announced that it entered into an Agreement and Plan of Merger, dated as of May
8, 2000 (the "Merger Agreement"), by and between QLogic and Ancor
Communications, Incorporated, a Minnesota corporation ("Ancor"), pursuant to
which a wholly owned subsidiary of QLogic will merge with and into Ancor, with
Ancor surviving as a wholly owned subsidiary of QLogic (the "Merger"). As more
specifically set forth in the Merger Agreement, each issued and outstanding
share of Ancor's common stock, par value $.01 per share (the "Ancor Common
Stock") will be converted into 0.5275 validly issued, fully paid and
nonassessable shares of common stock of QLogic, par value $.001 per share (the
"QLogic Common Stock"). The merger is expected to be treated as a reorganization
for federal income tax purposes and to be accounted for as a pooling of
interests. The Merger is subject to certain regulatory approvals, approval by
the shareholders of Ancor of the Merger Agreement, and approval by the
stockholders of QLogic of (1) the Merger Agreement and (2) the issuance of
QLogic Common Stock to holders of Ancor Common Stock pursuant to the Merger
Agreement. Copies of the Merger Agreement and the press release announcing the
Merger Agreement are filed as Exhibits 2.1 and 99.1, respectively, hereto and
which are incorporated herein by reference.
In connection with the execution of the Merger Agreement, QLogic and Ancor
entered into a Stock Option Agreement (the "Option Agreement"), pursuant to
which Ancor granted QLogic an option to acquire shares of Ancor's common stock
representing up to 19.9% of Ancor's issued and outstanding shares under certain
circumstances described in the Option Agreement. Certain shareholders of Ancor
entered into a Voting Agreement (the "Voting Agreement") with QLogic, pursuant
to which such shareholders agreed to vote their shares of Ancor common stock in
favor of the approval of the Merger Agreement. Copies of the Option Agreement
and the Voting Agreement are filed as Exhibits 99.2 and 99.3, respectively,
hereto and which are incorporated herein by reference.
In connection with the execution of the Merger Agreement, certain of the
executive officers of Ancor will receive payments pursuant to the merger that
are considered to be "parachute payments" under the Internal Revenue Code of
1986, and Ancor will pay excise taxes on behalf of the executive officers in
connection with such parachute payments.
The foregoing description of the Merger does not purport to be complete and
is qualified in its entirety by reference to the Merger Agreement, and the press
release describing the Merger, the Option Agreement and the Voting Agreement,
which are hereby incorporated herein by reference.
ITEM 7. - FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of May 8,
2000, by and between QLogic Corporation and
Ancor Communications, Incorporated. *
99.1 Press Release dated May 8, 2000. *
99.2 Stock Option Agreement, dated as of May 8, 2000,
by and between QLogic Corporation and Ancor
Communications, Incorporated. *
99.3 Voting Agreement, dated as of May 8, 2000, by
and between QLogic Corporation and Ancor
Communications, Incorporated. *
99.4 Resolutions of the Board of Directors of Ancor
Communications, Incorporated, regarding excise
tax provisions.*
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* Incorporated by reference to the Current Report on Form 8-K, dated May 8,
2000, filed by QLogic Corporation with the Commission (File No. 0-23298)
SIGNATURE
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 hereunto duly authorized.
DATE: May 23, 2000 ANCOR COMMUNICATIONS, INCORPORATED
/s/ Steven E. Snyder
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Name: Steven E. Snyder
Title: Chief Financial Officer