0000921895-13-001380.txt : 20130708 0000921895-13-001380.hdr.sgml : 20130708 20130708172838 ACCESSION NUMBER: 0000921895-13-001380 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130708 DATE AS OF CHANGE: 20130708 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMULEX CORP /DE/ CENTRAL INDEX KEY: 0000350917 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 510300558 STATE OF INCORPORATION: DE FISCAL YEAR END: 0701 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34050 FILM NUMBER: 13958208 BUSINESS ADDRESS: STREET 1: 3333 SUSAN STREET CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7146625600 MAIL ADDRESS: STREET 1: 3333 SUSAN STREET CITY: COSTA MESA STATE: CA ZIP: 92626 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Starboard Value LP CENTRAL INDEX KEY: 0001517137 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 sc13d06297emu_06262013.htm sc13d06297emu_06262013.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No.  )1

Emulex Corporation
(Name of Issuer)

Common Stock, par value $0.10 per share
(Title of Class of Securities)

292475209
(CUSIP Number)
 
JEFFREY C. SMITH
STARBOARD VALUE LP
830 Third Avenue, 3rd Floor
New York, New York 10022
(212) 845-7977

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 26, 2013
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 292475209
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,591,760*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,591,760*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,591,760*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0%
14
TYPE OF REPORTING PERSON
 
CO

* Includes 143,000 Shares underlying call options.

 
2
 
CUSIP NO. 292475209
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY S LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
786,404*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
786,404*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
786,404*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO
 
* Includes 31,200 Shares underlying call options.
 
 
3
 
CUSIP NO. 292475209
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY C LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
516,140*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
516,140*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
516,140*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
4
 
CUSIP NO. 292475209
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE R LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
516,140*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
516,140*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
516,140*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN
 
5
 
CUSIP NO. 292475209
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE R GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
516,140*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
516,140*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
516,140*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
6
 
CUSIP NO. 292475209
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,250,000*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
6,250,000*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,250,000*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.9%
14
TYPE OF REPORTING PERSON
 
PN

* Includes 250,000 Shares underlying call options.


 
7
 
CUSIP NO. 292475209
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,250,000*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
6,250,000*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,250,000*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.9%
14
TYPE OF REPORTING PERSON
 
OO

* Includes 250,000 Shares underlying call options.


 
8
 
CUSIP NO. 292475209
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,250,000*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
6,250,000*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,250,000*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.9%
14
TYPE OF REPORTING PERSON
 
PN

* Includes 250,000 Shares underlying call options.


 
9
 
CUSIP NO. 292475209
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,250,000*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
6,250,000*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,250,000*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.9%
14
TYPE OF REPORTING PERSON
 
OO

* Includes 250,000 Shares underlying call options.


 
10
 
CUSIP NO. 292475209
 
1
NAME OF REPORTING PERSON
 
JEFFREY C. SMITH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
6,250,000*
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
6,250,000*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,250,000*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.9%
14
TYPE OF REPORTING PERSON
 
IN

* Includes 250,000 Shares underlying call options.
 
 
11
 
CUSIP NO. 292475209
 
1
NAME OF REPORTING PERSON
 
MARK R. MITCHELL
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
6,250,000*
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
6,250,000*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,250,000*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.9%
14
TYPE OF REPORTING PERSON
 
IN

* Includes 250,000 Shares underlying call options.

 
12
 
CUSIP NO. 292475209
 
1
NAME OF REPORTING PERSON
 
PETER A. FELD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
6,250,000*
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
6,250,000*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,250,000*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.9%
14
TYPE OF REPORTING PERSON
 
IN

* Includes 250,000 Shares underlying call options.
 
 
13
 
CUSIP NO. 292475209
 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
 
Item 1.
Security and Issuer.
 
This statement relates to the common stock, par value $0.10 per share (the “Shares”), of Emulex Corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 3333 Susan Street, Costa Mesa, California 92626.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by:
 
 
(i)
Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(ii)
Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard LLC”), with respect to the Shares directly and beneficially owned by it;
 
 
(iii)
Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;
 
 
(iv)
Starboard Value LP (“Starboard Value LP”), as the investment manager of Starboard V&O Fund, Starboard C LP and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard LLC;
 
 
(v)
Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
 
 
(vi)
Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
 
 
(vii)
Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
 
 
(viii)
Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
 
 
(ix)
Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP;
 
 
(x)
Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;
 
 
14
 
CUSIP NO. 292475209
 
 
(xi)
Mark R. Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; and
 
 
(xii)
Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of Starboard LLC, Starboard C LP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, Starboard R LP, Starboard R GP and Messrs. Smith, Mitchell and Feld is 830 Third Avenue, 3rd Floor, New York, New York 10022.  The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.   The officers and directors of Starboard V&O Fund and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.
 
(c)           The principal business of Starboard V&O Fund is serving as a private investment fund.  Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value.  Starboard LLC and Starboard C LP have been formed for the purpose of investing in securities and engaging in all related activities and transactions.  Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard LLC.  The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP.  The principal business of Principal Co is providing investment advisory and management services.  Principal Co is a member of Starboard Value GP.  Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP. Messrs. Smith, Mitchell and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.
 
(d)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Messrs. Smith, Mitchell and Feld are citizens of the United States of America.  The citizenship of the persons listed on Schedule A is set forth therein.
 
 
15
 
CUSIP NO. 292475209
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The Shares purchased by each of Starboard V&O Fund, Starboard LLC, Starboard C LP and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein.  The aggregate purchase price of the 3,448,760 Shares beneficially owned by Starboard V&O Fund is approximately $21,925,284, excluding brokerage commissions.  The aggregate purchase price of the call options exercisable into 143,000 Shares owned beneficially by Starboard V&O Fund is approximately $161,590, excluding brokerage commissions. The aggregate purchase price of the 755,204 Shares beneficially owned by Starboard LLC is approximately $4,801,115, excluding brokerage commissions.  The aggregate purchase price of the call options exercisable into 31,200 Shares owned beneficially by Starboard LLC is approximately $35,256, excluding brokerage commissions. The aggregate purchase price of the 495,140 Shares beneficially owned by Starboard C LP is approximately $3,148,675, excluding brokerage commissions. The aggregate purchase price of the call options exercisable into 21,000 Shares owned beneficially by Starboard C LP is approximately $23,730, excluding brokerage commissions. The aggregate purchase price of the 1,300,896 Shares held in the Starboard Value LP Account is approximately $8,272,853, excluding brokerage commissions. The aggregate purchase price of the call options exercisable into 54,800 Shares owned beneficially by the Starboard Value LP Account is approximately $61,924, excluding brokerage commissions
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
 
Item 5.
Interest in Securities of the Issuer.
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 90,858,136 Shares outstanding, as of April 29, 2013, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2013.
 
 
16
 
CUSIP NO. 292475209
 
A.
Starboard V&O Fund
 
 
(a)
As of the close of business on July 8, 2013, Starboard V&O Fund beneficially owned 3,591,760 Shares, including 143,000 Shares underlying call options.
 
Percentage: Approximately 4.0%
 
 
(b)
1. Sole power to vote or direct vote: 3,591,760
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,591,760
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
B.
Starboard LLC
 
 
(a)
As of the close of business on July 8, 2013, Starboard LLC beneficially owned 786,404 Shares, including 31,200 Shares underlying call options.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 786,404
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 786,404
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
C.
Starboard C LP
 
 
(a)
As of the close of business on July 8, 2013, Starboard C LP beneficially owned 516,140 Shares, including 21,000 Shares underlying call options.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 516,140
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 516,140
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
 
17
 
CUSIP NO. 292475209
 
D.
Starboard R LP
 
 
(a)
Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 516,140 shares owned by Starboard C LP.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 516,140
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 516,140
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard R LP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
E.
Starboard R GP
 
 
(a)
Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 516,140 shares owned by Starboard C LP.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 516,140
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 516,140
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard R GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
F.
Starboard Value LP
 
 
(a)
As of the close of business on July 8, 2013, 1,355,696 Shares were held in the Starboard Value LP Account, including 54,800 Shares underlying call options.  Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard LLC, may be deemed the beneficial owner of the (i) 3,591,760 Shares owned by Starboard V&O Fund, (ii) 786,404 Shares owned by Starboard LLC, (iii) 516,140 Shares owned by Starboard C LP, and (iv) 1,355,696 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 6.9%
 
 
(b)
1. Sole power to vote or direct vote: 6,250,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 6,250,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard LLC and Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
 
18
 
CUSIP NO. 292475209
 
G.
Starboard Value GP
 
 
(a)
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 3,591,760 Shares owned by Starboard V&O Fund, (ii) 786,404 Shares owned by Starboard LLC, (iii) 516,140 Shares owned by Starboard C LP and (iv) 1,355,696 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 6.9%
 
 
(b)
1. Sole power to vote or direct vote: 6,250,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 6,250,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard Value GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
H.
Principal Co
 
 
(a)
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 3,591,760  Shares owned by Starboard V&O Fund, (ii) 786,404 Shares owned by Starboard LLC, (iii) 516,140 Shares owned by Starboard C LP and (iv) 1,355,696 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 6.9%
 
 
(b)
1. Sole power to vote or direct vote: 6,250,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 6,250,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Principal Co has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
I.
Principal GP
 
 
(a)
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 3,591,760 Shares owned by Starboard V&O Fund, (ii) 786,404 Shares owned by Starboard LLC, (iii) 516,140 Shares owned by Starboard C LP and (iv) 1,355,696 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 6.9%
 
 
19
 
CUSIP NO. 292475209
 
 
(b)
1. Sole power to vote or direct vote: 6,250,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 6,250,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
J.
Messrs. Smith, Mitchell and Feld
 
 
(a)
Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 3,591,760 Shares owned by Starboard V&O Fund, (ii) 786,404 Shares owned by Starboard LLC, (iii) 516,140 Shares owned by Starboard C LP and (iv) 1,355,696 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 6.9%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 6,250,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 6,250,000

 
(c)
None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Starboard V&O Fund has purchased in the open market from counterparties the right to call up to 143,000 Shares at a price of $7 per Share, if such right is exercised prior to or on January 18, 2014.
 
Starboard LLC has purchased in the open market from counterparties the right to call up to 31,200 Shares at a price of $7 per Share, if such right is exercised prior to or on January 18, 2014.
 
Starboard C LP has purchased in the open market from counterparties the right to call up to 21,000 Shares at a price of $7 per Share, if such right is exercised prior to or on January 18, 2014.
 
Starboard Value LP through the Starboard Value LP Account has purchased in the open market from counterparties the right to call up to 54,800 Shares at a price of $7 per Share, if such right is exercised prior to or on January 18, 2014.
 
On July 8, 2013, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
 
 
20
 
CUSIP NO. 292475209
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Starboard Value R LP, Starboard Value R GP LLC, Jeffrey C. Smith, Mark R. Mitchell, and Peter A. Feld, dated July 8, 2013.
 
 
99.2
Power of Attorney for Jeffrey C. Smith, Mark Mitchell and Peter A. Feld, dated September 15, 2011.
 
 
21
 
CUSIP NO. 292475209

 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  July 8, 2013
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
       its investment manager
 
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
       its manager
 
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP
       its general partner
 
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
       its general partner
 
 
 
  
STARBOARD VALUE LP
By: Starboard Value GP LLC,
       its general partner
 
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
       its member
 
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
       its general partner
 
STARBOARD PRINCIPAL CO GP LLC
 
STARBOARD VALUE R GP LLC

By:
/s/ Jeffrey C. Smith
 
Name:
Jeffrey C. Smith
 
Title:
Authorized Signatory

 
 
/s/ Jeffrey C. Smith
JEFFREY C. SMITH
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld


 
22
 
CUSIP NO. 292475209
 
SCHEDULE A
 
Directors and Officers of Starboard Value and Opportunity Master Fund Ltd
 
Name and Position
Principal Occupation
Principal Business Address
Citizenship
       
Patrick Agemian Director
Director of Global Funds Management, Ltd.
PO Box 10034, Harbour Place
2nd Floor
103 South Church Street
Grand Cayman
Cayman Islands, KY1-1001
Canada
       
Mark Mitchell Director*
      
       
Don Seymour
Director
Managing Director of dms Management Ltd.
dms Management Ltd.
dms House, 20 Genesis Close
P.O. Box 31910
Grand Cayman
Cayman Islands, KY1-1208
Cayman Islands


* Mr. Mitchell is a Reporting Person and, as such, the information with respect to Mr. Mitchell called for by Item 2 of Schedule 13D is set forth therein.
 
 
 
 
CUSIP NO. 292475209
 
SCHEDULE B
 
Transactions in the Shares During the Past Sixty Days
 
Class of Security
Securities
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

Common Stock
28,800
  
6.3584
05/07/2013
Common Stock
28,800
  
6.2009
05/08/2013
Common Stock
28,800
  
6.1881
05/09/2013
Common Stock
28,800
  
6.1431
05/10/2013
Common Stock
43,200
  
6.1397
05/13/2013
Common Stock
43,200
  
6.2420
05/14/2013
Common Stock
43,200
  
6.2167
05/15/2013
Common Stock
43,200
  
6.2095
05/16/2013
Common Stock
43,200
  
6.2534
05/17/2013
Common Stock
28,800
  
6.2225
05/20/2013
Common Stock
14,400
  
6.2098
05/21/2013
Common Stock
14,400
  
6.2100
05/21/2013
Common Stock
57,600
  
6.1530
05/22/2013
Common Stock
28,800
  
6.1140
05/23/2013
Common Stock
14,400
  
6.1446
05/23/2013
Common Stock
28,800
  
6.1664
05/24/2013
Common Stock
28,800
  
6.2981
05/28/2013
Common Stock
14,400
  
6.2603
05/29/2013
Common Stock
28,800
  
6.2911
05/31/2013
Common Stock
43,050
  
6.4167
06/03/2013
Common Stock
86,100
  
6.5301
06/04/2013
Common Stock
57,400
  
6.4591
06/05/2013
Common Stock
28,700
  
6.4341
06/06/2013
Common Stock
28,700
  
6.4738
06/07/2013
Common Stock
28,700
  
6.4968
06/10/2013
Common Stock
57,400
  
6.5029
06/11/2013
Common Stock
43,050
  
6.4274
06/12/2013
Common Stock
14,350
  
6.4961
06/13/2013
Common Stock
28,700
  
6.5312
06/14/2013
Common Stock
57,400
  
6.4545
06/19/2013
Common Stock
86,100
  
6.3065
06/20/2013
Common Stock
86,100
  
6.3165
06/21/2013
Common Stock
57,400
  
6.1819
06/24/2013
Common Stock
71,750
  
6.1300
06/25/2013
Common Stock
166,058
  
6.2209
06/26/2013
Common Stock
23,362
  
6.2112
06/26/2013
Common Stock
19,471
  
6.3153
06/27/2013
Common Stock
56,826
  
6.4069
06/27/2013
Common Stock
124,758
  
6.4690
06/28/2013
Common Stock
154,285
  
6.5879
07/01/2013
Common Stock
157,300
  
6.6742
07/02/2013
Common Stock
57,200
  
7.6743
07/03/2013
Common Stock
57,200
  
7.5606
07/05/2013
Common Stock
28,600
  
7.5920
07/08/2013
January 2014 Call Option
($7 Strike Price)
1,430
  
1.1300
07/08/2013
 
 
 
 
CUSIP NO. 292475209
 
STARBOARD VALUE AND OPPORTUNITY S LLC

Common Stock
6,300
  
6.3584
05/07/2013
Common Stock
6,300
  
6.2009
05/08/2013
Common Stock
6,300
  
6.1881
05/09/2013
Common Stock
6,300
  
6.1431
05/10/2013
Common Stock
9,450
  
6.1397
05/13/2013
Common Stock
9,450
  
6.2420
05/14/2013
Common Stock
9,450
  
6.2167
05/15/2013
Common Stock
9,450
  
6.2095
05/16/2013
Common Stock
9,450
  
6.2534
05/17/2013
Common Stock
6,300
  
6.2225
05/20/2013
Common Stock
3,150
  
6.2098
05/21/2013
Common Stock
3,150
  
6.2100
05/21/2013
Common Stock
12,600
  
6.1530
05/22/2013
Common Stock
6,300
  
6.1140
05/23/2013
Common Stock
3,150
  
6.1446
05/23/2013
Common Stock
6,300
  
6.1664
05/24/2013
Common Stock
6,300
  
6.2981
05/28/2013
Common Stock
3,150
  
6.2603
05/29/2013
Common Stock
6,300
  
6.2911
05/31/2013
Common Stock
9,450
  
6.4167
06/03/2013
Common Stock
18,900
  
6.5301
06/04/2013
Common Stock
12,600
  
6.4591
06/05/2013
Common Stock
6,300
  
6.4341
06/06/2013
Common Stock
6,300
  
6.4738
06/07/2013
Common Stock
6,300
  
6.4968
06/10/2013
Common Stock
12,600
  
6.5029
06/11/2013
Common Stock
9,450
  
6.4274
06/12/2013
Common Stock
3,150
  
6.4961
06/13/2013
Common Stock
6,300
  
6.5312
06/14/2013
Common Stock
12,600
  
6.4545
06/19/2013
Common Stock
18,900
  
6.3065
06/20/2013
Common Stock
18,900
  
6.3165
06/21/2013
Common Stock
12,600
  
6.1819
06/24/2013
Common Stock
15,750
  
6.1300
06/25/2013
Common Stock
36,452
  
6.2209
06/26/2013
Common Stock
5,128
  
6.2112
06/26/2013
Common Stock
4,274
  
6.3153
06/27/2013
Common Stock
12,474
  
6.4069
06/27/2013
Common Stock
27,386
  
6.4690
06/28/2013
Common Stock
33,716
  
6.5879
07/01/2013
Common Stock
34,375
  
6.6742
07/02/2013
Common Stock
12,500
  
7.6743
07/03/2013
Common Stock
12,500
  
7.5606
07/05/2013
Common Stock
6,250
  
7.5920
07/08/2013
January 2014 Call Option
($7 Strike Price)
312
  
1.1300
07/08/2013
 
 
 
 
CUSIP NO. 292475209
 
STARBOARD VALUE AND OPPORTUNITY C LP

Common Stock
4,150
  
6.3584
05/07/2013
Common Stock
4,150
  
6.2009
05/08/2013
Common Stock
4,150
  
6.1881
05/09/2013
Common Stock
4,150
  
6.1431
05/10/2013
Common Stock
6,225
  
6.1397
05/13/2013
Common Stock
6,225
  
6.2420
05/14/2013
Common Stock
6,225
  
6.2167
05/15/2013
Common Stock
6,225
  
6.2095
05/16/2013
Common Stock
6,225
  
6.2534
05/17/2013
Common Stock
4,150
  
6.2225
05/20/2013
Common Stock
2,075
  
6.2098
05/21/2013
Common Stock
2,075
  
6.2100
05/21/2013
Common Stock
8,300
  
6.1530
05/22/2013
Common Stock
4,150
  
6.1140
05/23/2013
Common Stock
2,075
  
6.1446
05/23/2013
Common Stock
4,150
  
6.1664
05/24/2013
Common Stock
4,150
  
6.2981
05/28/2013
Common Stock
2,075
  
6.2603
05/29/2013
Common Stock
4,150
  
6.2911
05/31/2013
Common Stock
6,150
  
6.4167
06/03/2013
Common Stock
12,300
  
6.5301
06/04/2013
Common Stock
8,200
  
6.4591
06/05/2013
Common Stock
4,100
  
6.4341
06/06/2013
Common Stock
4,100
  
6.4738
06/07/2013
Common Stock
4,100
  
6.4968
06/10/2013
Common Stock
8,200
  
6.5029
06/11/2013
Common Stock
6,150
  
6.4274
06/12/2013
Common Stock
2,050
  
6.4961
06/13/2013
Common Stock
4,100
  
6.5312
06/14/2013
Common Stock
8,200
  
6.4545
06/19/2013
Common Stock
12,300
  
6.3065
06/20/2013
Common Stock
12,300
  
6.3165
06/21/2013
Common Stock
8,200
  
6.1819
06/24/2013
Common Stock
10,250
  
6.1300
06/25/2013
Common Stock
23,723
  
6.2209
06/26/2013
Common Stock
3,337
  
6.2112
06/26/2013
Common Stock
2,782
  
6.3153
06/27/2013
Common Stock
8,118
  
6.4069
06/27/2013
Common Stock
17,823
  
6.4690
06/28/2013
Common Stock
22,657
  
6.5879
07/01/2013
Common Stock
23,100
  
6.6742
07/02/2013
Common Stock
8,400
  
7.6743
07/03/2013
Common Stock
8,400
  
7.5606
07/05/2013
Common Stock
4,200
  
7.5920
07/08/2013
January 2014 Call Option
($7 Strike Price)
210
  
1.1300
07/08/2013
 
 
 
 
CUSIP NO. 292475209

STARBOARD VALUE LP
(Through the Starboard Value LP Account)

Common Stock
10,750
  
6.3584
05/07/2013
Common Stock
10,750
  
6.2009
05/08/2013
Common Stock
10,750
  
6.1881
05/09/2013
Common Stock
10,750
  
6.1431
05/10/2013
Common Stock
16,125
  
6.1397
05/13/2013
Common Stock
16,125
  
6.2420
05/14/2013
Common Stock
16,125
  
6.2167
05/15/2013
Common Stock
16,125
  
6.2095
05/16/2013
Common Stock
16,125
  
6.2534
05/17/2013
Common Stock
10,750
  
6.2225
05/20/2013
Common Stock
5,375
  
6.2098
05/21/2013
Common Stock
5,375
  
6.2100
05/21/2013
Common Stock
21,500
  
6.1530
05/22/2013
Common Stock
10,750
  
6.1140
05/23/2013
Common Stock
5,375
  
6.1446
05/23/2013
Common Stock
10,750
  
6.1664
05/24/2013
Common Stock
10,750
  
6.2981
05/28/2013
Common Stock
5,375
  
6.2603
05/29/2013
Common Stock
10,750
  
6.2911
05/31/2013
Common Stock
16,350
  
6.4167
06/03/2013
Common Stock
32,700
  
6.5301
06/04/2013
Common Stock
21,800
  
6.4591
06/05/2013
Common Stock
10,900
  
6.4341
06/06/2013
Common Stock
10,900
  
6.4738
06/07/2013
Common Stock
10,900
  
6.4968
06/10/2013
Common Stock
21,800
  
6.5029
06/11/2013
Common Stock
16,350
  
6.4274
06/12/2013
Common Stock
5,450
  
6.4961
06/13/2013
Common Stock
10,900
  
6.5312
06/14/2013
Common Stock
21,800
  
6.4545
06/19/2013
Common Stock
32,700
  
6.3065
06/20/2013
Common Stock
32,700
  
6.3165
06/21/2013
Common Stock
21,800
  
6.1819
06/24/2013
Common Stock
27,250
  
6.1300
06/25/2013
Common Stock
63,067
  
6.2209
06/26/2013
Common Stock
8,873
  
6.2112
06/26/2013
Common Stock
7,395
  
6.3153
06/27/2013
Common Stock
21,582
  
6.4069
06/27/2013
Common Stock
47,382
  
6.4690
06/28/2013
Common Stock
59,071
  
6.5879
07/01/2013
Common Stock
60,225
  
6.6742
07/02/2013
Common Stock
21,900
  
7.6743
07/03/2013
Common Stock
21,900
  
7.5606
07/05/2013
Common Stock
10,950
  
7.5920
07/08/2013
January 2014 Call Option
($7 Strike Price)
548
  
1.1300
07/08/2013

EX-99.1 2 ex991tosc13d06297emu_062613.htm ex991tosc13d06297emu_062613.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.10 par value, of Emulex Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  July 8, 2013
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
       its investment manager
 
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
       its manager
 
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP
       its general partner
 
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
       its general partner
 
 
 
  
STARBOARD VALUE LP
By: Starboard Value GP LLC,
       its general partner
 
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
       its member
 
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
       its general partner
 
STARBOARD PRINCIPAL CO GP LLC
 
STARBOARD VALUE R GP LLC

By:
/s/ Jeffrey C. Smith
 
Name:
Jeffrey C. Smith
 
Title:
Authorized Signatory

/s/ Jeffrey C. Smith
JEFFREY C. SMITH
Individually and as attorney-in-fact for Mark Mitchell and Peter A. Feld

 
 EX-99.2 3 ex992tosc13d06297emu_062613.htm ex992tosc13d06297emu_062613.htm
Exhibit 99.2
 
POWER OF ATTORNEY
 
The undersigned hereby appoints Jeffrey C. Smith, Mark Mitchell, Peter A. Feld and Kenneth R. Marlin, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP and Starboard Principal Co GP LLC or any of their respective affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Jeffrey C. Smith, Mark Mitchell, Peter A. Feld and Kenneth R. Marlin, or any of them, under this Power of Attorney shall continue with respect to the undersigned until revoked in writing.
 
 
Date: September 15, 2011
 
/s/ Jeffrey C. Smith
Jeffrey C. Smith
 
 
/s/ Mark Mitchell
Mark Mitchell
 
 
/s/ Peter A. Feld
Peter A. Feld