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 October 1, 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)
ABN AMRO Inc.
     
$
1,000,000
     
0.18
%
     
22,857
     
*
Citi SAM Ltd.
     
$
3,000,000
     
0.55
%
     
68,571
     
*
Credit Suisse First Boston Corporation
     
$
25,000
     
.005
%
     
571
     
*
IMF Convertible Fund.
     
$
900,000
     
0.16
%
     
20,571
     
*
Investcorp SAM Fund Ltd.
     
$
4,700,000
     
0.85
%
     
107,429
     
*
Rhapsody Fund, L.P.
     
$
9,400,000
     
1.71
%
     
214,857
     
*
*
 
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 234,214,463 shares of common stock outstanding as of July 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.