SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934

(Final Amendment)

VIXEL CORPORATION

(Name of Subject Company (Issuer))

AVIARY ACQUISITION CORP.

a wholly-owned subsidiary of Emulex Corporation

and

EMULEX CORPORATION

(Name of Filing Persons (Offeror))

COMMON STOCK, PAR VALUE $0.0015 PER SHARE
(Title of Class of Securities)

928552108
(CUSIP Number of Class of Securities)

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

CALCULATION OF FILING FEE

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.

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

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

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.

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

     This Final Amendment amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) initially filed with the Securities and Exchange Commission (the “Commission”) on October 15, 2003 and amended and supplemented on November 4, 2003 (“Amendment No. 1”), November 5, 2003, and November 10, 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 per share, 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, as amended and supplemented through the date hereof, and the related Letter of Transmittal, a copy of which is filed as Exhibit (a)(2) to Amendment No. 1 (which, as they may be further amended or supplemented from time to time, together constitute the “Offer”).

2

Items 8 and 11

Items 8 and 11 of the Schedule TO are hereby amended and supplemented to include the following:

The Offer expired at 12:00 midnight, New York City time, on Wednesday, November 12, 2003. Approximately 23,895,880 shares of Common Stock (including approximately 2,041,716 shares subject to guaranteed delivery), representing approximately 91.6 percent of the outstanding shares of Common Stock, and 2,947,650 shares of Series B Preferred Stock, representing all of the outstanding shares of Series B Preferred Stock, were validly tendered and not withdrawn. Purchaser has accepted for payment all Shares validly tendered and not withdrawn prior to the expiration of the Offer.

On November 13, 2003, Emulex issued a press release announcing the results of the Offer and the completion of the Offer. The full text of the press release is filed as Exhibit (a)(14) hereto and is incorporated by reference herein.

Item 12

     Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

(a)(14) Press Release issued by Emulex Corporation on November 13, 2003

SIGNATURE

          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.

	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 13, 2003

4

EXHIBIT INDEX

EXHIBIT NO.	DOCUMENT
(a)(1)	Offer to Purchase dated October 15, 2003(1)
(a)(2)	Form of Letter of Transmittal(4)
(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(4)
(a)(14)	Press Release issued by Emulex Corporation on November 13, 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

(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.

(4) Previously filed as an exhibit to the Schedule TO/A filed on November 4, 2003 by Emulex Corporation and Aviary Acquisition Corp. with the Securities and Exchange Commission and incorporated herein by reference.

EX-99.(A)(14) 3 f94163a4exv99wxayx14y.txt EXHIBIT (A)(14) Exhibit (a)(14) (EMULEX LOGO) FOR IMMEDIATE RELEASE Investor Contact: Michael J. Rockenbach Chief Financial Officer (714) 513-8213 Press Contact: Robin Austin Sr. Manager, Public Relations (714) 513-8152 EMULEX COMPLETES TENDER OFFER FOR ACQUISITION OF VIXEL AT $10.00 PER SHARE COSTA MESA, CALIF., NOVEMBER 13, 2003 - Emulex Corporation (NYSE:ELX) announced today that it has completed the cash tender offer by Aviary Acquisition Corp., its wholly owned subsidiary, to acquire all outstanding shares of Vixel Corporation (NASDAQ:VIXL) for $10.00 net per share, without interest. Approximately 23,895,880 shares (including approximately 2,041,716 shares subject to guaranteed delivery) of Vixel's common stock (including the associated preferred stock purchase and other rights), representing approximately 91.6 percent of Vixel's outstanding common stock, and 2,947,650 shares of Vixel's Series B convertible preferred stock, representing all of Vixel's outstanding preferred stock, were tendered in the offer. Through its wholly owned subsidiary, Emulex has accepted for payment all validly tendered shares. Payments for accepted shares will be made promptly through Computershare Trust Company of New York, the depositary for the offer. Emulex intends to complete its acquisition of Vixel through a merger that it expects to effect by early next week, in which all remaining publicly held shares of Vixel common stock that were not validly tendered and purchased in the tender offer, except those shares for which appraisal rights under applicable law have been properly exercised, will be converted into the right to receive $10.00 net per share in cash, without interest, subject to applicable withholding. As a result of this merger, Vixel will become a wholly owned subsidiary of Emulex. Following the merger, Emulex will terminate the listing of Vixel's common stock on the Nasdaq National Market. Emulex Completes Tender Offer for Acquisition of Vixel Shares at $10.00 Per Share November 13, 2003 Page 2 ABOUT EMULEX Emulex Corporation is the world's largest supplier and developer of storage networking host bus adapters. 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. Vixel's embedded storage switching and storage networking products have been deployed by leading solution providers such as HP, Apple, Network Appliance, Fujitsu, NEC, Xyratex, Sun Microsystems, Avid Technologies and BlueArc. To find out more about Vixel, visit www.vixel.com. -------------------- This news release refers to various products and companies by their trade names. In most, if not all, cases these designations are claimed as trademarks or registered trademarks by their respective companies. # # # -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.(A)(14)

                                                                 Exhibit (a)(14)

(EMULEX LOGO)

FOR IMMEDIATE RELEASE

Investor Contact:  Michael J. Rockenbach
                   Chief Financial Officer
                   (714) 513-8213

Press Contact:     Robin Austin
                   Sr. Manager, Public Relations
                   (714) 513-8152

                 EMULEX COMPLETES TENDER OFFER FOR ACQUISITION
                          OF VIXEL AT $10.00 PER SHARE

     COSTA MESA, CALIF., NOVEMBER 13, 2003 - Emulex Corporation (NYSE:ELX)
announced today that it has completed the cash tender offer by Aviary
Acquisition Corp., its wholly owned subsidiary, to acquire all outstanding
shares of Vixel Corporation (NASDAQ:VIXL) for $10.00 net per share, without
interest. Approximately 23,895,880 shares (including approximately 2,041,716
shares subject to guaranteed delivery) of Vixel's common stock (including the
associated preferred stock purchase and other rights), representing
approximately 91.6 percent of Vixel's outstanding common stock, and 2,947,650
shares of Vixel's Series B convertible preferred stock, representing all of
Vixel's outstanding preferred stock, were tendered in the offer. Through its
wholly owned subsidiary, Emulex has accepted for payment all validly tendered
shares. Payments for accepted shares will be made promptly through Computershare
Trust Company of New York, the depositary for the offer.

     Emulex intends to complete its acquisition of Vixel through a merger that
it expects to effect by early next week, in which all remaining publicly held
shares of Vixel common stock that were not validly tendered and purchased in the
tender offer, except those shares for which appraisal rights under applicable
law have been properly exercised, will be converted into the right to receive
$10.00 net per share in cash, without interest, subject to applicable
withholding. As a result of this merger, Vixel will become a wholly owned
subsidiary of Emulex. Following the merger, Emulex will terminate the listing of
Vixel's common stock on the Nasdaq National Market.



Emulex Completes Tender Offer for
Acquisition of Vixel Shares at $10.00 Per Share
November 13, 2003
Page 2

ABOUT EMULEX

      Emulex Corporation is the world's largest supplier and developer of
storage networking host bus adapters. 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. Vixel's embedded
storage switching and storage networking products have been deployed by leading
solution providers such as HP, Apple, Network Appliance, Fujitsu, NEC, Xyratex,
Sun Microsystems, Avid Technologies and BlueArc. To find out more about Vixel,
visit www.vixel.com.

                              --------------------

      This news release refers to various products and companies by their trade
names. In most, if not all, cases these designations are claimed as trademarks
or registered trademarks by their respective companies.

                                      # # #