8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

         Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 24, 2002

EMULEX CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	000-11007	51-0300558
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3535 Harbor Boulevard
Costa Mesa, California 92626
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (714) 662-5600

Exhibit Index on Page 5

Item 5. Other Events.

         On January 24, 2002, Emulex Corporation issued a press release announcing that it had priced a private offering of $300 million of its 1.75% convertible subordinated notes due February 1, 2007 (which amount does not give effect to an option granted to the initial purchaser to acquire an additional $45 million in principal amount of the notes). The notes will be convertible into common stock of the company at a conversion price of $53.84 per share. The notes will mature in five years and will not be callable for the first three years. The transaction is expected to close in January of 2002. The closing is subject to customary closing conditions. The securities to be offered will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws and are being offered by the initial purchasers only to qualified institutional buyers in accordance with Rule 144A under the Securities Act. Unless so registered, the notes and any common stock issued upon conversion of the notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

         A copy of the press release is filed as Exhibit 99.01 and incorporated herein by reference.

2

Item 7. Exhibits.

Exhibit No.	Description
99.01	Press Release of Emulex Corporation, dated January 24, 2002.1

1/ Filed solely to satisfy Emulex’s disclosure obligations under Rule 100(a) of Regulation FD and shall not be deemed an admission as to the materiality of any information contained therein.

3

SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EMULEX CORPORATION (Registrant)
Date: January 24, 2002	By:	/s/ PAUL FOLINO Paul Folino, Chief Executive Officer and Director

4

EXHIBIT INDEX

Exhibit No.	Description	Sequential Page Number
99.01	Press Release of Emulex Corporation, dated January 24, 2002.

5 EX-99.1 3 a78600ex99-1.txt EXHIBIT 99.1 [EMULEX LOGO] FOR IMMEDIATE RELEASE Investor Contact: Michael J. Rockenbach Press Contact: Robin Schnug Chief Financial Officer Public Relations Manager (714) 513-8213 (714) 513-8152 EMULEX CORPORATION PRICES CONVERTIBLE SUBORDINATED NOTES COSTA MESA, Calif., January 24, 2002 -- Emulex Corporation (NASDAQ:EMLX) today announced it has priced its previously announced private placement of $300 million aggregate principal amount of convertible subordinated notes due 2007. In addition, the company has granted the initial purchasers of the notes a 30-day option to purchase up to an additional $45 million principal amount of the notes. The notes will be convertible into common stock of the company at a conversion price of $53.84 per share and will accrue interest at an annual rate of 1.75 percent. These notes will mature in five years and will not be callable for the first three years. The transaction is expected to close in January of 2002. The closing is subject to customary closing conditions. The net proceeds of the offering will be used for general corporate purposes, including working capital and potential acquisitions. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities. The securities to be offered will not be registered under the Securities Act or applicable state securities laws, and are being offered by the initial purchasers only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Unless so registered, the notes and any common stock issued upon conversion of the notes may not be offered or sold in - more - Emulex Corporation Announces Convertible Debt Offering January 24, 2002 Page 2 of 3 the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. ABOUT EMULEX Emulex Corporation is a leading supplier and developer of storage and server networking host bus adapters based on both Fibre Channel and IP networking technologies. Storage networks provide data centers with high-speed, scalable, and highly available storage access. Server networks enable the creation of high-performance server clusters for database and transaction processing. The Emulex product families are based on internally developed ASIC, firmware and software technologies, 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 Compaq, Dell, EMC, Fujitsu-Siemens, Groupe Bull, Hewlett-Packard Company, Hitachi Data Systems, IBM, NEC, Network Appliance and Unisys. In addition, Emulex includes industry leaders Brocade, INRANGE, Intel, Legato, McDATA, Microsoft and Veritas among its strategic partners. 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, Consan, Info-X, 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. EMULEX | WE NETWORK STORAGE - -------------------- "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: With the exception of historical information, the statements set forth above include forward-looking statements that involve risk and uncertainties. The company wishes to caution readers that a number of important factors could cause actual results to differ materially from those in the forward-looking statements. The economy generally, and the technology and storage segments specifically, have recently been in a state of uncertainty making it difficult to determine if past experience is a good guide to the future and making it impossible to determine if markets will grow or shrink in the short term. Recently, Emulex's results have been significantly impacted by a widespread slowdown in technology investment that has also pressured the storage networking market that is the mainstay of the Company's business. Until orders return to historical patterns, the Company is unable to predict with any accuracy what future quarterly results might be. Thus, the forward-looking statements reflect management's best estimate of likely results if market conditions stabilize and if the storage sector begins to recover and resume a growth pattern. Other factors affecting these forward looking statements include the following: Emulex's markets are characterized by rapidly changing technology, evolving industry standards and frequent introductions of new products and enhancements, and the company may not be able to respond to such changes on a timely basis; the storage networking market is in an early stage of development; changes in economic conditions; the effect of recent terrorist attacks and the ongoing political and military response thereto by the United States and European governments; changes in end-user demand for technology solutions, including the possibility of slower - more - Emulex Corporation Announces Convertible Debt Offering January 24, 2002 Page 3 of 3 than expected growth in demand for Fibre Channel solutions; possible delays in OEM launches of products enabled by the company's solutions or deferrals in orders for the company's solutions by these OEMs; possible transitions from board level to ASIC solutions for selected applications; Emulex's VI/IP and iSCSI products remain in the development stage and are subject to significant technical, competitive and market acceptance risks; the ability of Emulex to effectively integrate recently acquired operations into its own and achieve operating expense goals; the highly competitive nature of the markets for Emulex's products as well as pricing pressures that may result from such competitive conditions; the company's ability to attract and retain skilled personnel; the company's reliance on third-party suppliers for components used in the company's products and on manufacturing subcontractors that assemble and distribute the company's products; the company's reliance on certain OEMs, distributors and key customers; potential losses on strategic business investments; and potential fluctuations in Emulex's future effective tax rate. In addition, changes in purchase accounting as a result of the implementation of Statement of Financial Accounting Standards No. 142 in the first quarter of its fiscal 2003 may result in financial statement presentation that could be less favorably received by investors. These and other factors which could cause actual results to differ materially from those in the forward-looking statements are also discussed in the company's filings with the Securities and Exchange Commission, including its recent filings on Forms 8-K, 10-K and 10-Q. - -------------------- 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-99.1

[EMULEX LOGO]


FOR IMMEDIATE RELEASE

Investor Contact: Michael J. Rockenbach      Press Contact: Robin Schnug
Chief Financial Officer                      Public Relations Manager
(714) 513-8213                               (714) 513-8152



            EMULEX CORPORATION PRICES CONVERTIBLE SUBORDINATED NOTES

      COSTA MESA, Calif., January 24, 2002 -- Emulex Corporation (NASDAQ:EMLX)
today announced it has priced its previously announced private placement of $300
million aggregate principal amount of convertible subordinated notes due 2007.
In addition, the company has granted the initial purchasers of the notes a
30-day option to purchase up to an additional $45 million principal amount of
the notes.

      The notes will be convertible into common stock of the company at a
conversion price of $53.84 per share and will accrue interest at an annual rate
of 1.75 percent. These notes will mature in five years and will not be callable
for the first three years. The transaction is expected to close in January of
2002. The closing is subject to customary closing conditions.

      The net proceeds of the offering will be used for general corporate
purposes, including working capital and potential acquisitions.

      This announcement is neither an offer to sell nor a solicitation of an
offer to buy any of these securities. The securities to be offered will not be
registered under the Securities Act or applicable state securities laws, and are
being offered by the initial purchasers only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act. Unless so registered, the
notes and any common stock issued upon conversion of the notes may not be
offered or sold in



                                    - more -

Emulex Corporation Announces Convertible Debt Offering
January 24, 2002
Page 2 of 3



the United States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities laws.

ABOUT EMULEX

      Emulex Corporation is a leading supplier and developer of storage and
server networking host bus adapters based on both Fibre Channel and IP
networking technologies. Storage networks provide data centers with high-speed,
scalable, and highly available storage access. Server networks enable the
creation of high-performance server clusters for database and transaction
processing. The Emulex product families are based on internally developed ASIC,
firmware and software technologies, 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 Compaq, Dell, EMC, Fujitsu-Siemens, Groupe Bull, Hewlett-Packard
Company, Hitachi Data Systems, IBM, NEC, Network Appliance and Unisys. In
addition, Emulex includes industry leaders Brocade, INRANGE, Intel, Legato,
McDATA, Microsoft and Veritas among its strategic partners.

      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, Consan, Info-X, 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.

EMULEX | WE NETWORK STORAGE

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

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: With the exception of historical information, the statements set forth
above include forward-looking statements that involve risk and uncertainties.
The company wishes to caution readers that a number of important factors could
cause actual results to differ materially from those in the forward-looking
statements. The economy generally, and the technology and storage segments
specifically, have recently been in a state of uncertainty making it difficult
to determine if past experience is a good guide to the future and making it
impossible to determine if markets will grow or shrink in the short term.
Recently, Emulex's results have been significantly impacted by a widespread
slowdown in technology investment that has also pressured the storage networking
market that is the mainstay of the Company's business. Until orders return to
historical patterns, the Company is unable to predict with any accuracy what
future quarterly results might be. Thus, the forward-looking statements reflect
management's best estimate of likely results if market conditions stabilize and
if the storage sector begins to recover and resume a growth pattern. Other
factors affecting these forward looking statements include the following:
Emulex's markets are characterized by rapidly changing technology, evolving
industry standards and frequent introductions of new products and enhancements,
and the company may not be able to respond to such changes on a timely basis;
the storage networking market is in an early stage of development; changes in
economic conditions; the effect of recent terrorist attacks and the ongoing
political and military response thereto by the United States and European
governments; changes in end-user demand for technology solutions, including the
possibility of slower


                                    - more -

Emulex Corporation Announces Convertible Debt Offering
January 24, 2002
Page 3 of 3

than expected growth in demand for Fibre Channel solutions; possible delays in
OEM launches of products enabled by the company's solutions or deferrals in
orders for the company's solutions by these OEMs; possible transitions from
board level to ASIC solutions for selected applications; Emulex's VI/IP and
iSCSI products remain in the development stage and are subject to significant
technical, competitive and market acceptance risks; the ability of Emulex to
effectively integrate recently acquired operations into its own and achieve
operating expense goals; the highly competitive nature of the markets for
Emulex's products as well as pricing pressures that may result from such
competitive conditions; the company's ability to attract and retain skilled
personnel; the company's reliance on third-party suppliers for components used
in the company's products and on manufacturing subcontractors that assemble and
distribute the company's products; the company's reliance on certain OEMs,
distributors and key customers; potential losses on strategic business
investments; and potential fluctuations in Emulex's future effective tax rate.
In addition, changes in purchase accounting as a result of the implementation of
Statement of Financial Accounting Standards No. 142 in the first quarter of its
fiscal 2003 may result in financial statement presentation that could be less
favorably received by investors. These and other factors which could cause
actual results to differ materially from those in the forward-looking statements
are also discussed in the company's filings with the Securities and Exchange
Commission, including its recent filings on Forms 8-K, 10-K and 10-Q.


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

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.





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