S-4/A

As filed with the Securities and Exchange Commission on September 25, 2008

Registration No. 333-153205

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2
to
Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BROCADE COMMUNICATIONS SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	3577	77-0409517
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1745 Technology Drive

San Jose, CA 95110

(408) 333-8000

(Address, including zip code, and telephone number,

including area code, of Registrant’s principal executive offices)

Tyler Wall, Esq.

Vice President and General Counsel

Brocade Communications Systems, Inc.

1745 Technology Drive

San Jose, CA 95110

(408) 333-8000

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Nancy H. Wojtas
Cooley Godward Kronish LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000 Cliff Moore, Esq.
Vice President and General Counsel
Foundry Networks, Inc.
4980 Great America Parkway
Santa Clara, CA 95054
(408) 207-1700 Steven J. Tonsfeldt
Heller Ehrman LLP
275 Middlefield Road
Menlo Park, CA 94025
(650) 324-7000

Approximate date of commencement of proposed sale to the public:  Upon completion of the merger described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement number for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.

EXPLANATORY NOTE

This Amendment No. 2 is filed solely to provide a revised Exhibit 5.1 to the Registration Statement. No other changes have been made.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 21.   Exhibits and Financial Statement Schedules

(a)   Exhibits

Exhibit
Number			Description
	2	.1	Agreement and Plan of Merger, dated as of July 21, 2008, among Brocade Communications Systems, Inc., Falcon Acquisition Sub, Inc. and Foundry Networks, Inc. (included as Annex A to the proxy statement/prospectus)
	3	.1	Amended and Restated Certificate of Incorporation of Brocade Communications Systems, Inc. (incorporated by reference to Exhibit 3.1 from Brocade’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 28, 2007)
	3	.2	Amended and Restated Bylaws of Brocade Communications Systems, Inc. (incorporated by reference to Exhibit 3.1 from Brocade’s Current Report on Form 8-K as filed on February 22, 2008)
	4	.1	Form of Registrant’s Common Stock certificate (incorporated by reference to Exhibit 4.1 from Brocade’s Registration Statement on Form S-1 (Reg. No. 333-74711), as amended)
	4	.2	Form of Convertible Senior Debt Indenture†
	4	.3	Form of Convertible Subordinated Debt Indenture†
	5	.1	Opinion of Cooley Godward Kronish LLP as to the issuance of shares of Brocade common stock in connection with the merger
	9	.1	Form of Voting Agreement (included as Annex B to the proxy statement/prospectus)
	10	.1	Commitment Letter with Bank of America, N.A., Banc of America Securities LLC, Banc of America Bridge LLC and Morgan Stanley Senior Funding, Inc., dated as of July 21, 2008 (incorporated by reference to Exhibit 99.1 from Brocade’s Current Report on Form 8-K as filed on August 14, 2008)
	21	.1	Subsidiaries (incorporated by reference to Exhibit 21.1 from Brocade’s Annual Report on Form 10-K for the fiscal year ended October 27, 2007)
	23	.1	Consent of KPMG LLP, independent registered public accounting firm, with respect to Brocade Communications Systems, Inc.†
	23	.2	Consent of Ernst & Young LLP, independent registered public accounting firm, with respect to Foundry Networks, Inc.†
	23	.3	Consent of Cooley Godward Kronish LLP (set forth in Exhibit 5.1)
	24	.1	Power of Attorney†
	99	.1	Form of Foundry Proxy Card†
	99	.2	Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated†

†  previously filed

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Amendment No. 2 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 24, 2008.

BROCADE COMMUNICATIONS SYSTEMS, INC.

By:  /s/  Richard Deranleau

Richard Deranleau

Chief Financial Officer
and Vice President, Finance

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael Klayko	Chief Executive Officer (Principal Executive Officer and Director)	September 24, 2008
/s/  Richard Deranleau Richard Deranleau	Chief Financial Officer and Vice President, Finance (Principal Financial and Accounting Officer)	September 24, 2008
* David L. House	Chairman of the Board of Directors	September 24, 2008
* L. William Krause	Director	September 24, 2008
* Glenn Jones	Director	September 24, 2008
Michael J. Rose	Director
* Sanjay Vaswani	Director	September 24, 2008
* Renato DiPentima	Director	September 24, 2008
* John Gerdelman	Director	September 24, 2008

*By:  /s/  Richard Deranteau

Richard Deranteau

Attorney-in-fact

II-2

EXHIBIT INDEX

Exhibit
Number			Description
	2	.1	Agreement and Plan of Merger, dated as of July 21, 2008, among Brocade Communications Systems, Inc., Falcon Acquisition Sub, Inc. and Foundry Networks, Inc. (included as Annex A to the proxy statement/prospectus)
	3	.1	Amended and Restated Certificate of Incorporation of Brocade Communications Systems, Inc. (incorporated by reference to Exhibit 3.1 from Brocade’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 28, 2007)
	3	.2	Amended and Restated Bylaws of Brocade Communications Systems, Inc. (incorporated by reference to Exhibit 3.1 from Brocade’s Current Report on Form 8-K as filed on February 22, 2008)
	4	.1	Form of Registrant’s Common Stock certificate (incorporated by reference to Exhibit 4.1 from Brocade’s Registration Statement on Form S-1 (Reg. No. 333-74711), as amended)
	4	.2	Form of Convertible Senior Debt Indenture†
	4	.3	Form of Convertible Subordinated Debt Indenture†
	5	.1	Opinion of Cooley Godward Kronish LLP as to the issuance of shares of Brocade common stock in connection with the merger
	9	.1	Form of Voting Agreement (included as Annex B to the proxy statement/prospectus)
	10	.1	Commitment Letter with Bank of America, N.A., Banc of America Securities LLC, Banc of America Bridge LLC and Morgan Stanley Senior Funding, Inc., dated as of July 21, 2008 (incorporated by reference to Exhibit 99.1 from Brocade’s Current Report on Form 8-K as filed on August 14, 2008)
	21	.1	Subsidiaries (incorporated by reference to Exhibit 21.1 from Brocade’s Annual Report on Form 10-K for the fiscal year ended October 27, 2007)
	23	.1	Consent of KPMG LLP, independent registered public accounting firm, with respect to Brocade Communications Systems, Inc.†
	23	.2	Consent of Ernst & Young LLP, independent registered public accounting firm, with respect to Foundry Networks, Inc.†
	23	.3	Consent of Cooley Godward Kronish LLP (set forth in Exhibit 5.1)
	24	.1	Power of Attorney†
	99	.1	Form of Foundry Proxy Card†
	99	.2	Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated†

†  previously filed

EX-5.1

Exhibit 5.1

Nancy H. Wojtas
(650) 843-5819
nwojtas@cooley.com

September 24, 2008

Brocade Communications Systems, Inc.
1745 Technology Drive
San Jose, CA 95110

Ladies and Gentlemen:

We have acted as counsel for Brocade Communications Systems, Inc., a Delaware corporation (the “Company”), in connection with the merger and other transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated as of July 21, 2008, among the Company, Falcon Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Foundry Networks, Inc., a Delaware corporation (the “Merger Agreement”). This opinion is being furnished in connection with a Registration Statement on Form S-4, File No. 333-153205 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission covering the offer and sale of up to 16,359,211 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), to be issued in connection with the Merger.

In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus included therein, the Company’s Amended and Restated Certificate of Incorporation and By-Laws, as currently in effect, and the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. Our opinion is expressed only with respect to the laws of the State of Delaware, including the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

In rendering this opinion, we have assumed that prior to the issuance of any of the Shares (i) the Registration Statement will have become effective under the Act, (ii) the stockholders of Foundry Networks, Inc. will have adopted the Merger Agreement, and (iii) the transactions contemplated by the Merger Agreement will be consummated in accordance with the Merger Agreement.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, which are being offered and sold by the Company in accordance with the Registration Statement and the related Prospectus, will be validly issued, fully paid and nonassessable.

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours, Cooley Godward Kronish LLP
By:	/s/ Nancy H. Wojtas
	Nancy H. Wojtas

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