424B3 1 d424b3.htm PROSPECTUS SUPPLEMENT Prepared by R.R. Donnelley Financial -- Prospectus Supplement
 
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-84698
 
 
Prospectus Supplement Dated August 2, 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)
Goldman Sachs and Company
     
$3,500,000
     
0.64%
   
80,000
     
            *            
U.S. Bancorp Piper Jaffray
     
$1,000,000
     
0.18%
   
22,857
     
*
KBC Financial Products USA Inc.
     
$   875,000
     
0.16%
   
20,000
     
*
North Pole Capital Master Fund
     
$1,840,000
     
0.33%
   
42,057
     
*
Polar Hedge Enhanced Income Trust
     
$   160,000
     
0.03%
   
  3,657
     
*
*     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.