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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
May 8, 2000
QLOGIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-23298 33-0537669
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
26650 Laguna Hills Drive, Aliso Viejo, CA 92656
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 389-6000
Page 1 of 4
Exhibit Index on Page 4
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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 share 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 attached hereto as Exhibits 2.1 and 99.1, respectively.
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 attached hereto as Exhibits 99.2 and
99.3, respectively.
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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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 hereunto duly authorized.
QLOGIC CORPORATION
May 11, 2000 /s/ Thomas R. Anderson
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Thomas R. Anderson
Vice President-Finance, Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ---------------
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
procedures.
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