Emulex Corporation Amendment No. 1 to SC TO-T

Randall G. Wick, Esq.
Vice President and General Counsel
3535 Harbor Blvd.
Costa Mesa, CA 92626
714-662-5600
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)

With Copy to:
Gregory C. Smith, Esq.
Celeste E. Greene, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Suite 1100
Palo Alto, California 94301
650-470-4500

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission on October 15, 2003 by Emulex Corporation, a Delaware corporation (“Emulex”), and Aviary Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Emulex (the “Purchaser”), relating to the third party tender offer by the Purchaser to purchase all issued and outstanding shares of common stock, par value $.0015, of Vixel Corporation, a Delaware corporation (“Vixel”), including the associated preferred stock purchase or other rights issued pursuant to the Rights Agreement, dated as of November 15, 2000, between Vixel and Computershare Trust Company, Inc., as amended from time to time (together, the “Common Stock”), and all issued and outstanding shares of Series B convertible preferred stock, par value $.001 per share, of Vixel (the “Series B Preferred Stock” and, together with the Common Stock, the “Shares” and each share thereof a “Share”), at a purchase price of $10.00 per Share, net to the seller in cash without interest thereon. The terms and conditions of the offer are described in the Offer to Purchase, dated October 15, 2003 (the “Offer to Purchase”), a copy of which is filed as Exhibit (a)(1) to the Schedule TO, and the related Letter of Transmittal, a copy of which is filed as Exhibit (a)(2) to this Amendment (which, as they may be amended or supplemented from time to time, together constitute the “Offer”).

In the section of the Offer to Purchase entitled “Summary Term Sheet,” the fourth bulleted subparagraph of the response to the question “What are the most significant conditions to the Offer” on page 3 is hereby deleted in its entirety and the final paragraph of that response is hereby amended and restated as follows:

The offer is subject to a number of other conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and any comparable provisions under any applicable pre-merger notification laws or regulations of foreign jurisdictions. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on October 31, 2003, and we do not believe that any antitrust or competition law of countries other than the United States applies to our acquisition of Vixel. Accordingly, this condition to the offer has been satisfied. See Section 15—“Certain Legal Matters— Antitrust” of this Offer to Purchase. We can waive all conditions to the offer except the minimum condition without Vixel’s consent. See Section 14—“Certain Conditions to the Offer.”

In the section of the Offer to Purchase entitled “Summary Term Sheet,” the following is hereby added at the end of the response to the question “Will the tender offer be followed by a merger if all Vixel shares are not tendered in the offer?” on page 4:

Vixel has entered into a purchaser option agreement with Emulex and us that enhances our ability to consummate our merger with Vixel under Delaware law without any action or vote on the part of the board of directors or the stockholders of Vixel. See Section 12—“Purpose of the Offer; Plans for Vixel; Other Matters—Short-Form Merger.” Under the purchaser option agreement, Vixel has granted us an irrevocable option to purchase from Vixel, at the same price we are offering for your shares, newly issued shares of common stock and/or Series B convertible preferred stock of Vixel, in such relative amounts as we decide (subject to the number of Series B convertible preferred stock available for issuance), up to 19.9% in the aggregate of then outstanding shares of common stock and Series B convertible preferred stock on an as-converted basis. Our exercise of this option for common stock is conditioned upon our owning, together with Emulex, at least 90% of the outstanding shares of common stock following such exercise. Our exercise of this option for Series B convertible preferred stock is

conditioned upon our owning, together with Emulex, at least 90% of the outstanding shares of Series B convertible preferred stock following such exercise. See Section 13—“The Merger Agreement and Other Agreements—The Purchaser Option Agreement” of this Offer to Purchase.

Items 4(a) and 11 of the Schedule TO are hereby amended and supplemented as follows:

In the section of the Offer to Purchase entitled “Introduction,” the following is hereby added to the end of the third full paragraph on page 7:

The waiting period under the HSR Act expired on October 31, 2003, and the Purchaser and Emulex do not believe that any antitrust or competition law of countries other than the United States applies to their acquisition of Vixel. Accordingly, this condition to the Offer has been satisfied.

In Section 1—“Terms of the Offer” of the Offer to Purchase, the final full paragraph on page 9 preceding the bulleted subparagraphs that carry over to page 10 is hereby amended and restated as follows:

The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition and the other conditions set forth in Section 14 – “Certain Conditions to the Offer.” If by 12:00 midnight, New York City time, on Wednesday, November 12, 2003 (or any date or time then set as the Expiration Date) any or all of the conditions to the Offer have not been satisfied or waived (where permitted), the Purchaser, subject to the terms of the merger Agreement and the applicable rules and regulations of the SEC, may:

In Section 2—“Acceptance for Payment and Payment for Shares” of the Offer to Purchase, the penultimate paragraph on page 11 is hereby amended and restated as follows:

If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, certificates representing such unpurchased Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3 – “Procedures for Tendering Shares,” the Depositary will notify the Book-Entry Transfer Facility of the Purchaser’s decision not to accept the Shares and such Shares will be credited to an account maintained at the Book-Entry Transfer Facility), promptly after the expiration or termination of the Offer.

In Section 3—“Procedure for Tendering Shares” of the Offer to Purchase, the following sentence is hereby added following the second sentence of the subsection entitled “Determination of Validity” on page 14:

If, however, the Purchaser waives any condition of the Offer with respect to one tender of Shares, the Purchaser will waive the condition for all other tenders as well.

In Section 14—“Certain Conditions of the Offer” of the Offer to Purchase, the last sentence of the first full paragraph from the top of page 43 is hereby amended and restated as follows:

Furthermore, notwithstanding any other provisions of the Offer, the Purchaser is not required to accept for payment or pay for any validly tendered Shares if, at the scheduled expiration date, any of the following events shall occur and be continuing:

In Section 14—“Certain Conditions of the Offer” of the Offer to Purchase, the third bulleted subparagraph from the top of page 44 is hereby amended and restated as follows:

since the date of the Merger Agreement, any events or changes have occurred which have had, or which are reasonably expected to have or constitute, individually or in the aggregate, a Material Adverse Effect, as defined in Section 13—“The Merger Agreement—Representations and Warranties,” on Vixel;

In Section 14—“Certain Conditions of the Offer” of the Offer to Purchase, the penultimate bulleted subparagraph on page 45 is hereby amended and restated as follows:

the preferred stock purchase or other rights issued pursuant to the Rights Agreement, dated as of November 15, 2000, between Vixel and Computershare Trust Company, Inc., as amended from time to time, have become exercisable; or

In Section 14—“Certain Conditions of the Offer” of the Offer to Purchase, the first full paragraph on page 45 is hereby amended and restated as follows:

The additional condition to the Offer that any applicable waiting periods under the HSR Act and any comparable provisions under any applicable pre-merger notification laws or regulations of foreign jurisdictions will have expired or terminated prior to the termination of the Offer has been satisfied. The waiting period under the HSR Act expired on October 31, 2003 and Emulex and the Purchaser do not believe that any antitrust or competition law of countries other than the United States applies to their acquisition of Vixel. The foregoing conditions are for the sole benefit of Emulex and the Purchaser and, except for the Minimum Condition, may be waived by Emulex or the Purchaser in whole or in part at any time and from time to time and in the sole discretion of Emulex or the Purchaser, subject in each case to the terms of the Merger Agreement. The failure by Emulex or the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and, each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

Items 5(a), 5(b), 8 and 11 of the Schedule TO are hereby amended and supplemented as follows:

In Section 9—“Certain Information Concerning Emulex and the Purchaser” of the Offer to Purchase, the final paragraph of the subsection entitled “Emulex and the Purchaser” on page 21 is hereby amended and restated as follows:

Pursuant to the Stockholders Agreement and the Purchaser Option, Emulex and the Purchaser may be deemed to beneficially own 10,474,133 shares of Common Stock constituting approximately 28.5% of the total outstanding Common Stock on a fully diluted, as converted basis, assuming the conversion of the Series B Preferred Stock subject to the Stockholders Agreement and the exercise of the Purchaser Option. See Section 13 – “The Merger Agreement and Other Agreements.” Except as set forth elsewhere in this Offer to Purchase:

	•		except for the shares of Common Stock and Series B Preferred Stock subject to the Stockholders Agreement and Purchaser Option, none of Emulex, the Purchaser or, to the knowledge of Emulex and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, or any associate or majority-owned subsidiary of any of the foregoing, (1) beneficially owns or has a right to acquire any Shares or any other equity securities of Vixel, (2) has any contract, arrangement, understanding or relationship with any other person with respect to any securities of Vixel, or (3) has effected any transaction in the Shares or any other equity securities of Vixel during the past 60 days;

	•		there have not been any transactions during the past two years which would be required to be disclosed under the rules and regulations of the SEC between any of Emulex, the Purchaser, any of their respective subsidiaries or, to the knowledge of Emulex and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand and Vixel or any of its executive officers, directors or affiliates, on the other hand; and

	•		there have not been any negotiations, transactions or material contacts during the past two years between any of Emulex, the Purchaser, any of their respective subsidiaries or, to the knowledge of Emulex and the Purchaser, any of the persons listed in Schedule I of this Offer to Purchase, on the one hand, and Vixel or its affiliates, on the other hand, concerning any merger, consolidation, acquisition, tender offer for or other acquisition of any class of securities of Vixel, any election of directors of Vixel, or any sale or other transfer of a material amount of assets of Vixel.

Each of Emulex and the Purchaser disclaims that it is an “affiliate” of Vixel within the meaning of Rule 13e-3 under the Exchange Act.

In Section 11—“Background of the Offer” of the Offer to Purchase, the seventh paragraph from the bottom of page 23 is hereby amended and restated as follows:

On September 11, 2003, Emulex delivered to Vixel an exclusivity agreement and a non-binding term sheet which contemplated a potential offer to purchase, by means of a cash tender offer followed by a merger for all untendered

			shares, all outstanding shares of Common Stock and Series B Preferred Stock of Vixel at a price of $9.50 per share net in cash. The term sheet also included the proposed terms of the stockholders agreement and the purchaser option agreement. The offer required Vixel to respond no later than 5:00 p.m. on September 12, 2003. After providing the term sheet to Vixel, Messrs. McCluney and Adams spoke by telephone with Mr. Folino and Ms. Mulvany to review it.

			From September 11, 2003 through September 18, 2003, representatives of Skadden Arps and Heller Ehrman White & McAuliffe, Vixel’s outside legal counsel, discussed and negotiated the provisions of the exclusivity agreement and the attached proposed non-binding term sheet. Negotiations related to, among other things, the term of the exclusivity agreement, the proposed size and terms of the break-up fee, the conditions to closing the Offer and the Merger, and the terms of the stockholders agreement and purchaser option agreement. These negotiations resulted in, among other things, a shortening of the term of the exclusivity agreement, a reduction of the proposed break-up fee and an elimination or a softening of other conditions to closing and restrictions on Vixel and its board of directors.

In Section 11—“Background of the Offer” of the Offer to Purchase, the fourth paragraph from the bottom of page 23 is hereby amended and restated as follows:

On September 16, 2003, Mr. McCluney telephoned Mr. Folino to request an increase in the then-current offer price. Later that day, Emulex delivered to Vixel an offer to purchase the Shares at $10.00 per Share in the form of a term sheet revised to reflect the proposed $10.00 price and certain other proposed terms negotiated among Messrs. McCluney, Adams and Folino and Ms. Mulvany in addition to an exclusivity agreement.

In Section 11—“Background of the Offer” of the Offer to Purchase, the second paragraph from the bottom of page 23 is hereby amended and restated as follows:

On September 22, 2003, Randall G. Wick, vice president and general counsel of Emulex, and Mr. Adams, together with representatives of Skadden Arps and Cooley Godward LLP, as the separate outside patent litigation counsel for each of Emulex and Vixel, spoke to each other regarding ongoing intellectual property litigation matters involving Vixel. On September 24 and 25, 2003, Messrs. Rockenbach and Wick, Ms. Mulvany, Kirk Roller, Emulex’s president and chief operating officer, Mike Smith, Emulex’s executive vice president of worldwide marketing, Marshall Lee, Emulex’s executive vice president, engineering, Greg Scherer, Emulex’s senior vice president, business development and chief technology officer, Sadie Herrera, Emulex’s executive vice president, human resources/facilities, and Danny Sung, a business development analyst of Emulex, met in Seattle, Washington with Messrs. McCluney, Adams and Runne, Brian Reed, Vixel’s vice president, business and market development, Stuart Berman, Vixel’s chief technology officer, Kelsey Britz, Vixel’s vice president of operations, and Thomas Hughes, Vixel’s vice president of product development, to conduct a due diligence review of the business and operations of Vixel. Representatives of Skadden Arps, Merrill Lynch, Heller Ehrman and Goldman Sachs also participated in this due diligence investigation.

In Section 11—“Background of the Offer” of the Offer to Purchase, the second paragraph from the bottom of page 23 is hereby amended and restated as follows:

On September 23, 2003, Skadden Arps distributed drafts of the definitive agreements relating to the Offer and the Merger, including, among other things, the Merger Agreement, form of stockholders agreement, form of purchaser option agreement and non-competition agreements. Over the course of the next several days that followed, Ms. Mulvany and Messrs. Rockenbach, Wick, McCluney and Adams, together with representatives of Skadden Arps, Heller Ehrman and Goldman Sachs continued to engage in Emulex’s due diligence review of Vixel in meetings and on telephone conferences, and to negotiate the terms of the definitive agreements.

		In Section 11—“Background of the Offer” of the Offer to Purchase, the second paragraph from the top of page 24 is hereby amended and restated as follows:

		From October 4, 2003 through October 8, 2003, there were numerous discussions between legal counsel to the parties to finalize the language of the definitive agreements. Emulex continued its technical, financial and legal diligence investigation of Vixel’s business and products during this period. Emulex also continued to negotiate the terms of non-competition agreements with certain key employees of Vixel. The terms of the stockholders agreement were further negotiated and a number of provisions were removed, including a forced exercise provision relating to options and warrants. In addition, the identities of proposed parties to the stockholders agreement were further discussed and comments from participating parties were incorporated. The purchaser option was revised as a result of the dual classes of stock (preferred and common) involved so as to coordinate and comply with the Nasdaq rules and regulations. On October 6, 2003, following an update of the then-current open issues

relating to the Offer and the Merger and related discussion, the special merger committee of the board of directors of Emulex approved the Merger Agreement, including the Offer and Merger, and the stockholders agreement, and authorized management of Emulex to finalize the definitive documentation.

In Section 16—“Fees and Expenses” of the Offer to Purchase, the second and third paragraphs of that section on page 47 are hereby amended and restated as follows:

			Merrill Lynch has acted as financial advisor to Emulex in connection with this transaction and is acting as Dealer Manager in connection with the Offer. Merrill Lynch will receive a fee for its services as financial advisor of $2.1 million if the Offer is consummated, in addition to reimbursement for reasonable out-of-pocket expenses, including for its services as Dealer Manager. If the Merger Agreement is terminated on a basis that would entitle Emulex to the Termination Fee or any other similar fee or payment (including any judgment for damages or amount in settlement of any dispute as a result of such termination), Merrill Lynch will receive an additional fee equal to 15% of all such amounts less Emulex’s out-of-pocket expenses relating to the transaction or collection of the Termination Fee. Emulex has also agreed to indemnify Merrill Lynch against certain liabilities and expenses in connection with its engagement, including certain liabilities under federal securities laws.

			Emulex has retained MacKenzie Partners, Inc. on behalf of Purchaser to act as the Information Agent. MacKenzie Partners will receive a fee of $17,500 and reimbursement for reasonable out-of-pocket expenses. Emulex has agreed to indemnify MacKenzie Partners, Inc. against certain liability in connection with its services, including certain liabilities under federal securities laws.

			Emulex and the Purchaser have also retained Computershare Trust Company of New York to act as the Depositary in connection with the Offer. Computershare Trust Company of New York will receive a fee of $7,500 plus a $12.00 charge for examining and processing each Letter of Transmittal in addition to various other per item charges ranging from $3.00 to $12.00. The Purchaser has also agreed to reimburse Computershare Trust Company of New York for reasonable out-of-pocket expenses. Emulex and the Purchaser have agreed to indemnify Computershare Trust Company of New York against certain liabilities in connection with their services, including certain liabilities under federal securities laws.

In Section 15—“Certain Legal Matters” of the Offer to Purchase, the second paragraph under the subsection entitled “Antitrust” on page 46 is hereby amended and restated as follows:

The waiting period under the HSR Act with respect to the Offer and the Merger expired at 11:59 p.m., New York City time on October 31, 2003. The expiration of the waiting period under the HSR Act satisfies one condition to the Offer. See Section 14—“Conditions to the Offer.”

In Section 15—“Certain Legal Matters” of the Offer to Purchase, the final paragraph under the subsection entitled “Antitrust” on page 46 is hereby amended and restated as follows:

In addition to the United States, the antitrust and competition laws of other countries may apply to the Offer and the Merger and additional filings and notifications may be required. Emulex and the Purchaser have reviewed whether any such filings are required and do not believe that any antitrust or competition law of countries other than the United States applies to their acquisition of Vixel. Accordingly, this condition to the Offer has been satisfied. See Section 14—“Conditions to the Offer.”

In Section 8—“Certain Information Concerning Vixel” of the Offer to Purchase, the second paragraph under the subheading “Selected Financial Information” on page 18 is hereby amended and restated as follows:

“Set forth below is certain selected consolidated financial information with respect to Vixel, excerpted or derived from Vixel’s 2002 Annual Report on Form 10-K, as amended, and its earnings release filed as Exhibit 99.1 to the

Current Report on Form 8-K filed by Vixel on October 21, 2003 for the nine months ended September 28, 2003 and September 29, 2002, each as filed with the SEC pursuant to the Exchange Act. More comprehensive financial information is included in such report and in other documents filed by Vixel with the SEC. The following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information (including any related notes) contained therein. Such reports and other documents may be inspected and copies may be obtained from the SEC in the manner set forth below.”

In Section 8—“Certain Information Concerning Vixel” of the Offer to Purchase, the financial information under the heading “2003—2005 Consolidated Income Statements—Highlights” on page 19 is hereby amended and restated as follows:

In Section 8—“Certain Information Concerning Vixel” of the Offer to Purchase, the financial information under the heading “Vixel Corporation Selected Consolidated Financial Information” on page 19 is hereby amended and restated as follows:

VIXEL CORPORATION
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(in thousands of dollars, except per share data)

In Section 8—“Certain Information Concerning Vixel” of the Offer to Purchase, the third sentence of the final full paragraph on page 19 is hereby amended and restated as follows:

The projections are unaudited and are incomplete because they present operations in a summary form. Vixel’s independent auditors have not examined, compiled or otherwise audited the projections and accordingly assume no responsibility for them.”

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit immediately following Exhibit (a)(12):

The Letter of Transmittal is hereby amended and re-filed as Exhibit (a)(2) to the Schedule TO.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

(1) Previously filed as an exhibit to the Schedule TO filed on October 15, 2003 by Emulex Corporation and Aviary Acquisition Corp. with the Securities and Exchange Commission and incorporated herein by reference.

(2) Previously filed on a Schedule TO-C on October 8, 2003 by Emulex Corporation and Aviary Acquisition Corp. with the Securities and Exchange Commission and incorporated herein by reference.

(3) Previously filed on a Schedule TO-C on October 10, 2003 by Emulex Corporation and Aviary Acquisition Corp. with the Securities and Exchange Commission and incorporated herein by reference.

Delivery of this Letter of Transmittal to an address, or transmission of instructions via a facsimile number, other than as set forth above, does not constitute a valid delivery. You must sign this Letter of Transmittal in the appropriate space provided therefor and complete the Substitute Form W-9. The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

This Letter of Transmittal is to be used by stockholders of Vixel Corporation either if certificates for Shares (as defined below) are to be forwarded herewith or, unless an Agent’s Message (as defined in Section 3 of the Offer to Purchase (as defined below)) is utilized, if delivery of Shares (as defined below) is to be made by book-entry transfer to an account maintained by the Depositary at the Book-Entry Transfer Facility (as defined in, and pursuant to the procedures set forth in, Section 3 of the Offer to Purchase). Stockholders who deliver Shares by book-entry transfer are referred to herein as “Book-Entry Shareholders” and other stockholders are referred to herein as “Certificate Shareholders.” Stockholders whose certificates for Shares are not immediately available or who cannot deliver either the certificates for, or a Book Entry Confirmation (as defined in the Offer to Purchase) with respect to their Shares, and all other documents required hereby to the Depositary prior to the Expiration Date (as defined in the Offer to Purchase) must tender their Shares in accordance with the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2.

Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.


o	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):


o	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY, ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:


o	CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED AND SEE INSTRUCTION 11.

To be completed ONLY if the check for the purchase price of Shares tendered and accepted for payment and/or certificates for Shares not tendered or not accepted for payment is/are to be issued in the name of someone other than the undersigned.

To be completed ONLY if the check for the purchase price of Shares tendered and accepted for payment and/or certificates for Shares not tendered or not accepted for payment is/are to be sent to someone other than the undersigned or to the undersigned at an address other than that above.

The undersigned hereby tenders to Aviary Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Emulex Corporation, a Delaware corporation (“Emulex”), the above described shares of common stock, par value $0.0015 per share, of Vixel Corporation (“Vixel”), including all associated preferred stock purchase rights and other rights issued pursuant to the Rights Agreement, dated as of November 15, 2000, between Vixel and Computershare Trust Company, Inc., as amended from time to time (together, the “Common Stock”), and the above described shares of Series B convertible preferred stock, par value $0.001 per share, of Vixel (the “Series B Preferred Stock” and, together with the Common Stock, the “Shares” and each a “Share”), upon the terms and subject to the conditions set forth in Purchaser’s Offer to Purchase, dated October 15, 2003 (the “Offer to Purchase”), and this Letter of Transmittal (which, together with any amendments or supplements thereto or hereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged.

Upon the terms of the Offer, subject to, and effective upon acceptance for payment of, and payment for, the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchaser, all right, title and interest in securities or rights issued in respect thereof on or after the date of the Offer to Purchase and irrevocably constitutes and appoints Computershare Trust Company of New York (the “Depositary”), the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such Shares (and any such other Shares or securities or of the undersigned’s rights with respect to such Shares (and any such other Shares or securities or rights) (a) to deliver certificates for such Shares (and any such other Shares or securities or rights) or transfer ownership of such Shares (and any such other Shares or securities or rights) on the account books maintained by the Book-Entry Transfer Facility together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Purchaser, (b) to present such Shares (and any such other Shares or securities or rights) for transfer on Vixel’s books and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any such other Shares or securities or rights), all in accordance with the terms and subject to the conditions of the Offer.

The undersigned represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the tendered Shares (and any and all other Shares or other securities or rights issued or issuable in respect of such Shares on or after the date of the Offer to Purchase) and, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good title thereto, free and clear of all liens, restrictions, claims and encumbrances and the same will not be subject to any adverse claim. The undersigned will, upon request, execute and deliver any additional documents deemed necessary or desirable by the Depositary or Purchaser to complete the sale, assignment and transfer of the tendered Shares (and any such other Shares or other securities or rights).

All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase, this tender of Shares hereby is irrevocable.

The undersigned hereby irrevocably appoints the designees of the Purchaser, and each of them, and any other designees of the Purchaser, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote at any annual, special or adjourned meeting of Vixel’s stockholders or otherwise in such manner, to execute any written consent concerning any matter, and to otherwise act as each such attorney-in-fact and proxy or his, her or its substitute shall in his, her or its sole discretion deem proper with respect to the Shares tendered hereby that have been accepted for payment by the Purchaser prior to the time any such action is taken and with respect to which the undersigned is entitled to vote (and any and all other Shares or other securities or rights issued or issuable in respect of such Shares on or after the date of the Offer to Purchase). This appointment is effective when, and only to the extent that, the Purchaser accepts for payment such Shares as provided in the Offer to Purchase. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Upon such acceptance for payment, all prior powers of attorney, proxies and consents given by the undersigned

The undersigned understands that the valid tender of Shares pursuant to any of the procedures described in the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms and conditions of any such extension or amendment). Without limiting the foregoing, if the price to be paid in the Offer is amended in accordance with the Merger Agreement, the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this Letter of Transmittal. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Purchaser may not be required to accept for payment any of the Shares tendered hereby. All questions as to validity, form and eligibility of any tender of Shares hereby will be determined by Parent (which may delegate power in whole or in part to the Depositary) and such determination shall be final and binding.

The undersigned understands that payment for tendered Shares will be made as promptly as practicable after the surrender of Certificate(s) representing the Shares is made in acceptable form.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the purchase price and/or return any certificates for Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price and/or return any certificates for Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for the purchase price and/or return any certificates for Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that the Purchaser has no obligation pursuant to the “Special Payment Instructions” to transfer any Shares from the name of the registered holder thereof if the Purchaser does not accept for payment any of the Shares so tendered.

IMPORTANT

SHAREHOLDERS(S) SIGN HERE

(Also complete Substitute Form W-9 set forth herein)

(Signature(s) of Stockholder(s))

Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following and see Instruction 5.

Dated: ______________________________ , 2003

Name(s)

(Please Print)

Capacity (Full Title)

Address

(Including Zip Code)

Daytime Area Code and Telephone Number

Employer Identification or Social Security Number

(See Substitute Form W-9 contained herein)

IF REQUIRED — GUARANTEE OF SIGNATURE(S)

(See Instruction 1 and 5)

Authorized Signature

Name

(Please Print)

Title

(Please Print)

Name of Firm

Address

(Include Zip Code)

Daytime Area Code and Telephone Number

Dated: ______________________________ , 2003

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal if (a) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction, includes any participant in the Book-Entry Transfer Facility’s system whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith and such registered holder has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on this Letter of Transmittal or (b) the Shares tendered herewith are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agent Medallion Program, or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (such institution, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Requirements of Tender. This Letter of Transmittal is to be completed by stockholders either if certificates are to be forwarded herewith or, unless an Agent’s Message (as defined below) is utilized, if delivery of Shares is to be made pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase. For a stockholder validly to tender Shares pursuant to the Offer, either (a) a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date (as defined in the Offer to Purchase) and either certificates for the tendered Shares must be received by the Depositary at one of such addresses or the Shares must be delivered pursuant to the procedures for book-entry transfer set forth herein (and a Book-Entry Confirmation (as defined in the Offer to Purchase) must be received by the Depositary), in each case, prior to the Expiration Date, or (b) the tendering stockholder must comply with the guaranteed delivery procedures set forth below and in Section 3 of the Offer to Purchase.

Stockholders whose certificates for Shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Date may tender their Shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Pursuant to such procedures, (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser, must be received by the Depositary prior to the Expiration Date and (c) either (i) the certificates for tendered Shares together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), and any required signature guarantees, and any other required documents must be received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery or (ii) in the case of a book-entry transfer effected pursuant to the book-entry transfer procedures described in the Offer to Purchase, either a properly completed and duly executed Letter of Transmittal (or facsimile thereof), and any required signature guarantees, or an Agent’s Message, and any other required documents, must be received by the Depositary, such Shares must be delivered pursuant to the book-entry transfer procedures and a Book-Entry Confirmation must be received by the Depositary, in each case within three trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the Nasdaq Stock Market is open for business.

“Agent’s Message” means a message, transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of the Book-Entry Transfer Facility and Depositary to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that the Purchaser may enforce such agreement against the participant. The term “Agent’s Message” shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office.

The method of delivery of Shares, this Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and risk of the tendering stockholder. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedures does

not constitute delivery to the Depositary. Shares will be deemed delivered only when actually received by the Depositary. If delivery is by mail, registered mail, with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering stockholders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Shares for payment.

3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto.

4. Partial Tenders (Applicable to Certificate Stockholders Only). If fewer than all the Shares evidenced by any certificate submitted are to be tendered, fill in the number of Shares that are to be tendered in the box entitled “Number of Shares Tendered.” In any such case, new certificate(s) for the remainder of the Shares that were evidenced by the old certificate(s) will be sent to the registered holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the acceptance for payment of, and payment for, the Shares tendered herewith. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Certificate(s) without any change whatsoever.

If any of the Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Shares are registered in different names on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Certificates.

If this Letter of Transmittal or any Certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Purchaser of their authority so to act must be submitted.

When this Letter of Transmittal is signed by the registered owner(s) of the Shares listed and transmitted hereby, no endorsements of Certificates or separate stock powers are required unless payment is to be made to or Certificates for Shares not tendered or accepted for payment are to be issued to a person other than the registered owner(s). Signatures on such Certificates or stock powers must be guaranteed by an Eligible Institution.

If the Certificates for Shares are registered in the name of a person other than the signer of this Letter of Transmittal, or if payment is to be made or Certificates for Shares not tendered or not accepted for payment are to be returned to a person other than the registered holder of the certificates surrendered, the tendered Certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) or owner(s) appear(s) on the Certificates, with the signature(s) on the Certificate(s) or stock power(s) guaranteed as aforesaid. See Instruction 1.

6. Stock Transfer Taxes. The Purchaser will pay any stock transfer taxes with respect to the transfer and sale of Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Certificate(s) for Shares not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if tendered Certificate(s) are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or the other person(s)) payable on account of the transfer will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter of Transmittal.

7. Special Payment and Delivery Instructions. If a check is to be issued in the name of, and/or certificates for Shares not accepted for payment are to be returned to, a person other than the signer of this Letter of Transmittal or if a

check is to be sent and/or such certificates are to be returned to a person other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed.

8. Waiver of Conditions. The Purchaser reserves the absolute right in its sole discretion to waive any of the specified conditions (other than the Minimum Condition (as defined in the Offer to Purchase), which may be waived only with the consent of the board of directors of Vixel) of the Offer, in whole or in part, in the case of any Shares tendered. If, however, the Purchaser waives any condition of the Offer with respect to one tender of Shares, the Purchaser will waive the condition for all other tenders as well.

9. Backup Withholding. In order to avoid backup withholding of U.S. federal income tax on payments of cash pursuant to the Offer, a stockholder tendering Shares in the Offer must, unless an exemption applies, provide the Depositary with such stockholder’s correct taxpayer identification number (“TIN”), certify under penalties of perjury that such TIN is correct, and provide certain other certifications by completing the Substitute Form W-9 included in this Letter of Transmittal. If a stockholder does not provide such stockholder’s correct TIN or fails to provide the required certifications, the Internal Revenue Service (the “IRS”) may impose a penalty on such stockholder and payment of cash to such stockholder pursuant to the Offer may be subject to backup withholding of 28%. All stockholders tendering Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Purchaser and the Depositary).

Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the Federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the stockholder upon filing an income tax return.

The stockholder is required to give the Depositary the TIN (i.e., social security number or employer identification number) of the record owner of the Shares. If the Shares are held in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

If you do not have a TIN, consult the W-9 Guidelines for instructions on applying for a TIN, write “Applied For” in the space for the TIN in Part 1 of the Substitute Form W-9, and sign and date the Substitute W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth herein. If you do not provide your TIN to the Depository within 60 days, backup withholding will begin and continue until you furnish your TIN to the Depository. Note: Writing “Applied For” on the form means that you have already applied for a TIN or that you intend to apply for one in the near future.

Certain stockholders (including, among others, all corporations, individual retirement accounts and certain foreign individuals and entities) are not subject to backup withholding. Noncorporate foreign stockholders should complete and sign the main signature form and the appropriate Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.

10. Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to MacKenzie Partners, Inc., the Information Agent or Merrill Lynch & Co., the Dealer Manager, at their respective addresses listed below. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be obtained from the Information Agent or from brokers, dealers, banks, trust companies or other nominees.

11. Lost, Destroyed or Stolen Certificates. If any certificate representing Shares has been lost, destroyed or stolen, the stockholder should promptly notify the Depositary by checking the appropriate box on this Letter of Transmittal and indicating the number of Shares so lost, destroyed or stolen, or call the Transfer Agent for the Shares, Computershare Trust Company, Inc., at (303) 262-0600. The stockholder will then be instructed by the Transfer Agent as to the steps that must be taken in order to replace the Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), PROPERLY COMPLETED AND DULY EXECUTED, TOGETHER WITH ANY SIGNATURE GUARANTEES, OR, IN THE

I certify under the penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the Depositary, 28% of all reportable payments made to me will be withheld, but will be refunded to me if I provide a certified tax payer identification number within 60 days.


NOTE:	FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

Questions and requests for assistance may be directed to the Dealer Manager or the Information Agent at the locations and telephone numbers set forth below. Additional copies of the Offer to Purchase, Letter of Transmittal and other tender offer materials may be directed at the Information Agent at the locations and telephone numbers set forth below.

12 EX-99.(A)(13) 4 f94163a1exv99wxayx13y.txt EXHIBIT (A)(13) Exhibit (a)(13) [EMULEX LOGO] FOR IMMEDIATE RELEASE Press Contact: Robin Austin Sr. Manager, Public Relations (714) 513-8152 robin.austin@emulex.com EMULEX CORPORATION AND VIXEL CORPORATION ANNOUNCE EARLY TERMINATION OF HSR WAITING PERIOD FOR EMULEX'S PROPOSED ACQUISITION OF VIXEL ---------------------------------------- COSTA MESA, CALIF., NOVEMBER 3, 2003 - Emulex Corporation (NYSE:ELX) and Vixel Corporation (NASDAQ:VIXL) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 related to the tender offer Emulex commenced, through a wholly owned subsidiary, on October 15, 2003 to purchase the outstanding shares of Vixel at $10.00 net per share expired at 11:59 p.m. New York City time on October 31, 2003. The termination of this waiting period satisfies one of the conditions for Emulex's acquisition of Vixel. This news release is for informational purposes only. It does not constitute an offer to purchase shares of Vixel Corporation under the rules and regulations of the Securities and Exchange Commission. The tender offer referred to herein is being made only through the Offer to Purchase dated October 15, 2003 and in the related Letter of Transmittal (as each of them may be amended or supplemented from time to time) that Emulex Corporation and its wholly owned subsidiary, Aviary Acquisition Corp., have filed with the Securities and Exchange Commission as exhibits to a Tender Offer Statement on Schedule TO. Vixel Corporation has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission in connection with the tender offer. These documents contain important information and security holders and other interested parties should read these documents carefully before making any decision with respect to the tender offer. These documents may be obtained free of charge at the Security and Exchange Commission's website at www.sec.gov or from Emulex, either at its web site at www.emulex.com or by directing a request to Emulex Corporation, 3535 Harbor Boulevard, Costa Mesa, California -more- Emulex and Vixel Announce Early Termination of HSR Waiting Period November 3, 2003 Page 2 of 3 92626, Attention: Investor Relations. Persons with questions regarding the tender offer should contact MacKenzie Partners, the information agent for the tender offer, at (800) 322-2885 (toll free) or Merrill Lynch & Co., the dealer manager for the tender offer, at (866) 276-1462 (toll free). ABOUT EMULEX Emulex Corporation is the world's largest supplier and developer of storage networking host bus adapters. It was recently named one of Forbes Magazine's 25 Fastest Growing Technology Companies in 2002, and ranked number 15 in Deloitte & Touche's 2003 Technology Fast 50. The Emulex product families are based on internally developed ASIC, firmware and software technologies spanning both Fibre Channel and IP networking protocols, and offer customers high performance, scalability, flexibility and reduced total cost of ownership. The company's products have been selected by the world's leading server and storage providers, including Dell, EMC, Fujitsu Siemens, Groupe Bull, HP, Hitachi Data Systems, IBM, NEC, Network Appliance, StorageTek and Unisys. In addition, Emulex includes industry leaders Brocade, Computer Associates, Intel, McDATA, Microsoft and VERITAS among its strategic partners. Additionally, Emulex and Intel, via a joint development agreement, are pioneering the industry's first storage processors for Serial ATA, Serial Attached SCSI and Fibre Channel interfaces within a single architecture. Emulex markets to OEMs and end users through its own worldwide selling organization, as well as its two-tier distribution partners, including ACAL, Avnet, Bell Microproducts, Info-X, Netmarks, Tech Data, TidalWire and Tokyo Electron. Corporate headquarters are located in Costa Mesa, California. News releases and other information about Emulex Corporation are available at www.emulex.com. ABOUT VIXEL Vixel Corporation is a leading provider and innovator of embedded storage connectivity technologies for storage solution providers. Its award-winning technology, InSpeed(TM), cost-effectively enables new levels of reliability, scalability and performance in storage systems. Through innovation and partnership with its customers, Vixel advances leading edge embedded storage connectivity technologies that enable the architectural evolution of next generation storage systems. Vixel's embedded storage switching and storage networking products have been deployed by leading solution providers such as HP, Fujitsu, Network Appliance, NEC, Sun Microsystems, Avid Emulex and Vixel Announce Early Termination of HSR Waiting Period November 3, 2003 Page 3 of 3 Technologies, Xyratex and BlueArc. To find out more about Vixel and its unique technology offerings, visit www.vixel.com. Vixel Corporation is headquartered at 11911 North Creek Parkway South, Bothell, Washington 98011 and can be contacted by phone at 425-806-5509 or e-mail at marketing@vixel.com. EMULEX | WE NETWORK STORAGE ------------------ This news release refers to various products and companies by their trade names. 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	Amount previously paid: $26,669		Form or registration no.: SC TO-T
	Filing Party: Emulex Corporation and Aviary Acquisition Corp.		Date Filed: October 15, 2003


		x		third-party tender offer subject to Rule 14d-1.

		o		issuer tender offer subject to Rule 13e-4.

		o		going-private transaction subject to Rule 13e-3.

		o		amendment to Schedule 13D under Rule 13d-2.


		Fiscal Year Ended

		Dec. 31,			Dec. 31,		Dec. 31,
		2003			2004		2005

		(in thousands of dollars)
Operating Data:
	Total revenue	$	25,994		$	50,848	$	75,000
	Gross Margin		12,853			25,424		39,000
	Income (loss) from operations		(10,731	)		319		11,200


		Fiscal Year Ended:						Nine Months Ended

		Dec. 29, 2002			Dec. 30, 2001			Sept. 28, 2003			Sept. 29, 2002

Operating Data:
	Total revenue	$	20,606		$	21,803		$	17,944		$	14,544
	Loss from operations		(10,439	)		(23,524	)		(8,037	)		(7,765	)
	Net loss		(9,688	)		(21,928	)		(7,848	)		(7,201	)
	Net loss per share		(0.40	)		(0.93	)		(0.41	)		(0.30	)
Balance Sheet Data (at end of period):
	Total assets		27,485			38,765			30,264
	Cash and investments		4,347			5,036			22,136
	Long-term obligations and noncurrent portion of capital leases		350			184			1,046
	Total stockholders’ equity (deficit)		19,508			28,026			18,054


	EMULEX CORPORATION

	By:	/s/ Paul F. Folino

		Name: Paul F. Folino Title: Chairman of the Board and Chief Executive Officer

	AVIARY ACQUISITION CORP.

	By:	/s/ Paul F. Folino

		Name: Paul F. Folino Title: President and Chief Executive Officer

Date: November 4, 2003


Transaction Valuation*: $329,649,410		Amount of Filing Fee**: $26,669


*		Estimated for purposes of calculating the filing fee only. This calculation assumes the purchase of 24,696,691 shares of common stock of Vixel Corporation at the tender offer price of $10.00 per share of common stock. The transaction value also assumes the purchase of 2,947,651 shares of Series B convertible preferred stock of Vixel Corporation at the tender offer price of $10.00 per share of preferred stock. The transaction value also includes the offer price of $10.00 less $3.75, which is the average exercise price of outstanding options, multiplied by 7,184,688, the estimated number of options outstanding. The transaction value further includes the offer price of $10.00 less $3.50, which is the average exercise price of outstanding warrants, multiplied by 1,277,183, the number of warrants outstanding.

**		The amount of the filing fee, calculated in accordance with rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory #11 for Fiscal Year 2003 issued by the Securities and Exchange Commission on February 21, 2003, equals .008090% of the transaction valuation.


x		Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


o		Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.


EXHIBIT NO.		DOCUMENT

(a)(1)		Offer to Purchase dated October 15, 2003(1)

(a)(2)		Form of Letter of Transmittal

(a)(3)		Form of Notice of Guaranteed Delivery(1)

(a)(4)		Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees(1)

(a)(5)		Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees(1)

(a)(6)		Form of Guidelines for Certificate of Taxpayer Identification Number on Substitute Form W-9(1)

(a)(7)		Joint Press Release issued by Emulex and Vixel on October 8, 2003(2)

(a)(8)		Transcript of conference call by Emulex(3)

(a)(9)		Slide presentation by Emulex(2)

(a)(10)		Summary Advertisement published in the Wall Street Journal on October 15, 2003(1)

(a)(11)		Press release issued by Emulex on October 15, 2003(1)

(a)(12)		Complaint, Russell Fink vs. Vixel Corporation, et al., filed on October 9, 2003 in the Superior Court of the State of Washington, County of King(1)

(a)(13)		Press Release issued by Emulex Corporation on November 3, 2003

(b)		Not Applicable

(d)(1)		Agreement and Plan of Merger dated as of October 8, 2003 by and among Emulex, the Purchaser and Vixel(1)

(d)(2)		Stockholders Agreement, dated as of October 8, 2003, by and among Emulex, the Purchaser and certain stockholders of Vixel identified therein(1)

(d)(3)		Purchaser Option, dated as of October 8, 2003, by and among Emulex, the Purchaser and Vixel(1)

(d)(4)		Noncompetition Agreement, dated as of October 8, 2003, by and between Emulex and James M. McCluney(1)

(d)(5)		Noncompetition Agreement, dated as of October 8, 2003, by and between Emulex and Stuart B. Berman(1)

(d)(6)		Noncompetition Agreement, dated as of October 8, 2003, by and between Emulex and Thomas Hughes(1)

(d)(7)		Noncompetition Agreement, dated as of October 8, 2003, by and between Emulex and Soogil Stephen Cho(1)

(d)(8)		Noncompetition Agreement, dated as of October 8, 2003, by and between Emulex and Brian J. Reed(1)

(d)(9)		Confidentiality Agreement, dated September 2, 2003, by and between Emulex and Vixel(1)

(g)		Not Applicable

(h)		Not Applicable


By Mail: Computershare Trust Company of New York Wall Street Station P.O. Box 1010 New York, NY 10268-1010		By Facsimile Transmission: For Notice of Guaranteed Delivery For Eligible Institutions Only: (212) 701-7636 For Confirmation Only Telephone: (212) 701-7600		By Hand or Overnight Courier: Computershare Trust Company of New York Wall Street Plaza 88 Pine Street, 19th Floor New York, NY 10005





DESCRIPTION OF SHARES TENDERED


Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as name(s)	Share Tendered
appear(s) on Share Certificate(s))	(Attach additional signed list if necessary)


		Total Number of
		Shares
	Common Stock	Represented By	Number of
	Certificate	Share	Shares
	Number(s)*	Certificate(s)*	Tendered**





PAYER’S NAME: U.S. Stock Transfer Corporation


SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part I — Taxpayer Identification Number — For All Accounts ENTER YOUR TIN IN THE BOX AT RIGHT. (For most individuals, this is your social security number. If you do not have a TIN, see Obtaining a Number in the enclosed Guidelines). CERTIFY BY SIGNING AND DATING BELOW. Note: If the account is in more than one name, see the chart in the enclosed Guidelines to determine which number to give the payer.	Social Security Number OR Employer Identification Number (If awaiting TIN, write “Applied For”)

	Part II — For Payees Exempt from Backup Withholding, see the enclosed Guidelines and complete as instructed therein.

Payer’s Request for Taxpayer Identification Number (TIN)	Part III — Certification — Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien). Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because you failed to report all interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.) The Internal Revenue Service does not require your consent to any provision of this document other than the certification required to avoid backup withholding.
	Signature Date