424B3 1 d424b3.htm PROSPECTUS SUPPLEMENT DATED 07/12/2002 Prepared by R.R. Donnelley Financial -- Prospectus Supplement dated 07/12/2002
 
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-84698
 
Prospectus Supplement Dated July 12, 2002
(To Prospectus filed on May 21, 2002)
 
LOGO
 
BROCADE COMMUNICATIONS SYSTEMS, INC.
 
PROSPECTUS
 
$550,000,000
(aggregate principal amount)
 
2% Convertible Subordinated Notes Due 2007 and the
Common Stock Issuable Upon Conversion of the Notes
 
This Prospectus Supplement, together with the Prospectus listed above, is to be used by certain holders of the above-referenced securities or by their transferees, pledges, donees or their successors in connection with the offer and sale of the above referenced securities.
 
The table captioned “Selling Securityholders” commencing on page 40 of the Prospectus is hereby amended to reflect the following additions and changes:
 
Name (1)
   
Principal Amount at Maturity of Notes Beneficially Owned That May Be Sold
   
Percentage of Notes Outstanding
     
Number of Shares of Common Stock That May Be Sold (2)
     
Percentage of Common Stock Outstanding (3)
Bank of America Pension Plan
   
$
2,000,000
   
0.36%
     
  45,714
     
*
General Motors Welfare Benefit Trust
   
$
2,250,000
   
0.41%
     
  51,428
     
*
Goldman Sachs and Company
   
$
3,350,000
   
0.61%
     
  76,571
     
*
Pacific Life Insurance
   
$
1,500,000
   
0.27%
     
  34,285
     
*
Peoples Benefit Life Insurance Company—Teamsters
   
$
5,250,000
   
0.95%
     
120,000
     
*
RAM Trading Ltd
   
$
15,488,000
   
2.82%
     
354,011
     
*
*
 
Less than 1%.
 
(1)
 
Also includes any sale of the notes and the underlying common stock by pledgees, donees, transferees or other successors in interest that receive such securities by gift, partnership distribution or other non-sale related transfer from the named selling securityholders.
 
(2)
 
Assumes conversion of all of the holder’s notes at a conversion price of approximately $43.75 per share of common stock. However, this conversion price is subject to adjustment as described under “Description of Notes—Conversion of Notes.” As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future.
 
(3)
 
Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 233,370,093 shares of common stock outstanding as of April 27, 2002. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that particular holder’s notes. However, we did not assume the conversion of any other holder’s notes.