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
Date of Report (Date of earliest event reported) August 29, 2006
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EMULEX CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 001-31353 51-0300558
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3333 Susan Street Costa Mesa, California 92626
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 662-5600
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
1.01 Entry into a Material Definitive Agreement.
On August 29, 2006, Emulex Corporation, a Delaware corporation
("Emulex"), Shasta Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Emulex ("Merger Sub"), and Sierra Logic, Inc., a Delaware
corporation ("Sierra Logic") entered into an Agreement and Plan of Merger (the
"Agreement") whereby, upon the terms and subject to the conditions set forth in
the Agreement, Merger Sub will be merged with and into Sierra Logic at the
effective time (the "Merger"). Following the Merger, the separate corporate
existence of Merger Sub will cease, and Sierra Logic shall continue as a wholly
owned subsidiary of Emulex. Under the terms of the Agreement, Emulex will
acquire Sierra Logic for a transaction value of up to approximately $180 million
in cash plus assumed debt, assumed Sierra Logic stock options, and the issuance
of employee equity incentive compensation. A portion of the cash consideration
payable to the Sierra Logic shareholders will be retained in escrow for
indemnification of Emulex, if applicable. The board of directors and
shareholders of Sierra Logic have approved the Merger, and it is expected to be
completed on or near September 30, 2006, subject to certain closing conditions,
including regulatory approval.
The foregoing description of the Merger does not purport to be
complete and is qualified in its entirety by reference to the Agreement and
Plan of Merger attached as Exhibit 2.1 to this Current Report on Form 8-K.
A copy of the press release announcing the transaction is furnished as
Exhibit 99.1 hereto, and shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Exchange Act of 1934 or the
Securities Act of 1933, whether made before or after the date hereof and
irrespective of any general incorporation language in any filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Exhibit Title or Description
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2.1 Agreement and Plan of Merger, dated August 29, 2006
99.1* Press Release dated August 29, 2006
* Exhibit 99.1 is being furnished to the Securities and Exchange Commission
("SEC") and shall not be deemed filed with the SEC, nor shall it be deemed
incorporated by reference in any filing with the SEC under the Securities
Exchange Act of 1934 or the Securities Act of 1933, whether made before or
after the date hereof and irrespective of any general incorporation language in
any filings.
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.
EMULEX CORPORATION
By: /s/ Paul Folino
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Paul Folino
Chairman of the Board and Chief
Executive Officer
Date: August 29, 2006
EXHIBIT INDEX
Exhibit Number Exhibit Title or Description
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2.1 Agreement and Plan of Merger, dated August 29, 2006
99.1* Press Release dated August 29, 2006
* Exhibit 99.1 is being furnished to the Securities and Exchange Commission
("SEC") and shall not be deemed filed with the SEC, nor shall it be deemed
incorporated by reference in any filing with the SEC under the Securities
Exchange Act of 1934 or the Securities Act of 1933, whether made before or
after the date hereof and irrespective of any general incorporation language in
any filings.