S-8

As Filed with the Securities and Exchange Commission on January 3, 2007
Registration No. 333-_____

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933

EMULEX CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	51-0300558 (IRS Employer Identification No.)
3333 Susan Street Costa Mesa, California (Address of Principal Executive Offices)	92626 (Zip Code)

EMULEX CORPORATION 2005 EQUITY INCENTIVE PLAN
EMULEX CORPORATION 1997 STOCK AWARD PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plans)

JAMES M. MCCLUNEY
Chief Executive Officer and President
EMULEX CORPORATION
3333 Susan Street
Costa Mesa, California 92626
(Name and Address of Agent for Service)

(714) 662-5600
(Telephone number, including area code, of agent for service)

Copies of Communications to:

RANDALL WICK
Vice President and General Counsel
EMULEX CORPORATION
3333 Susan Street
Costa Mesa, California 92626
(714) 662-5600
Fax: (714) 641-0172 ROBERT M. STEINBERG, Esq.
JEFFER, MANGELS, BUTLER & MARMARO LLP
1900 Avenue of the Stars, Seventh Floor
Los Angeles, California 90067
(310) 203-8080
Fax: (310) 203-0567

CALCULATION OF REGISTRATION FEE

Title of Securities	Amount		Proposed		Proposed		Amount of
to be	to be		Maximum Offering		Maximum Aggregate		Registration
Registered(1)	Registered(1)		Price Per Share(2)		Offering Price(2)		Fee(2)
Common Stock, par value $0.10 per share, to be issued under 2005 Equity Incentive Plan		2,609,780	$	19.65	$	51,282,177	$	5,487.19
Common Stock, par value $0.10 per share, to be issued under 1997 Stock Award Plan for Non-Employee Directors		150,000	$	19.65	$	2,947,500	$	315.38
Total:	2,759,780 shares				$	54,229,677	$	5,802.57

(1) Pursuant to Rule 416(a), also covers additional securities that may be offered as a result of stock splits, stock dividends or similar transactions. Registered securities include attached preferred stock purchase rights issuable pursuant to the Registrant’s existing Rights Plan.

(2) Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the total registration fee. Fee calculation is based on the average of the high and low prices for the Registrant’s common stock as reported on the New York Stock Exchange on December 28, 2006.

This Registration Statement on Form S-8 is being filed for the purpose of registering (i) 2,609,780 shares of Common Stock that may be issued pursuant to the Emulex Corporation 2005 Equity Incentive Plan, and (ii) an additional 150,000 shares of Common Stock that may be issued pursuant to the Emulex Corporation 1997 Stock Award Plan for Non-Employee Directors. Pursuant to General Instruction E of Form S-8, the Registration Statements on Form S-8 previously filed with the Commission relating to the Emulex Corporation 2005 Equity Incentive Plan (Registration Statement No. 333-133309 filed April 14, 2006) and the Emulex Corporation 1997 Stock Award Plan for Non-Employee Directors (Registration Statement No. 333-52842 filed December 28, 2000 and Registration Statement No. 333-101657 filed on December 5, 2002 ) are incorporated by reference except as revised herein.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents are incorporated by this reference into this Registration Statement:

          (a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended July 2, 2006, filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as to any portion of such Annual Report that is not deemed filed under such provisions;

          (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in paragraph (a) above, except as to any portion of any such report that is not deemed filed under such provisions;

          (c) The description of the Registrant’s Common Stock to be offered hereby which is contained in its Registration Statement on Form 8-A filed June 12, 2002 pursuant to Section 12 of the Exchange Act.

          (d) The description of the Registrant preferred stock purchase rights which is contained in its Registration Statement on Form 8-A filed June 12, 2002 pursuant to Section 12 of the Exchange Act.

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document that is not deemed filed under such provisions. For purposes of this registration statement, any statement in a document incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in this registration statement modifies or supersedes a statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     As permitted by Section 145 of the Delaware General Corporation Law (“Section 145”), the Registrant’s Certificate of Incorporation provides that the directors will not be liable to the Registrant or to any stockholder for monetary damages for breach of fiduciary duty as a director, to the full extent that such limitation or elimination of liability is permitted under Delaware law.

     Also as permitted by Section 145, the Registrant’s Bylaws provide that the Registrant will indemnify its directors and officers to the full extent permitted under Delaware law. Pursuant to the Bylaws and Section 145, the Registrant will indemnify each director and officer against any liability incurred in connection with any action, suit, proceeding or investigation in which he may be involved by reason of serving in such capacity at the request of the Registrant.

     Each director and officer is also entitled to indemnification against costs and expenses (including attorneys’ fees) incurred in defending or investigating any action, suit, proceeding or investigation in which he may be involved by reason of serving in such capacity at the request of the Registrant. The Bylaws and indemnity agreements entered into between the Registrant and each of its directors permit the Registrant to advance funds to a director or officer for such costs and expenses (including attorneys’ fees) in certain circumstances. Notwithstanding the foregoing, no advance shall be made by the Registrant if a determination is reasonably and promptly made by the Board by a majority vote of a quorum of disinterested directors, or (if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs) by independent legal counsel, that based upon the facts known to the Board or counsel at the time such determination is made: (i) the director or officer acted in bad faith or deliberately breached his duty to the Registrant or its stockholders; and (ii) as a result of such actions by the director or officer, it is more likely than not that it will ultimately be determined that such director or officer is not entitled to indemnification.

     The indemnification and advancement of expenses provided by the Bylaws and any indemnity agreements are not exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled under the Bylaws, indemnity agreements, any vote of stockholders or disinterested directors or otherwise. The indemnification and advancement of expenses provided by the Bylaws and the indemnity agreements continue as to a person who has ceased to be a director or officer and inure to the benefit of the heirs, executors and administrators of such a person.

     The Registrant has purchased a directors’ and officers’ liability insurance policy insuring directors and officers of the Registrant against any liability asserted against such person and incurred by such person in any such capacity, whether or not the Registrant would have the power to indemnify such person against such liability under the Bylaws or any indemnity agreement.

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits

     The Exhibits to this Registration Statement are listed in the Index to Exhibits which is incorporated herein by this reference.

Item 9. Undertakings

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

                  (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

          (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered, which remain unsold at the termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference into the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Costa Mesa, State of California, on the 3rd day of January, 2007.

EMULEX CORPORATION
By:	/s/ James M. McCluney
	James M. McCluney, Chief Executive Officer and
	President

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James M. McCluney and Michael J. Rockenbach, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ James M. McCluney JAMES M. MCCLUNEY	Chief Executive Officer, President and Director (Principal Executive Officer)	January 3, 2007
/s/ Paul F. Folino PAUL F. FOLINO	Executive Chairman of the Board and Director	January 3, 2007
/s/ Fred B. Cox FRED B. COX	Chairman Emeritus of the Board and Director	January 3, 2007
/s/ Michael J. Rockenbach MICHAEL J. ROCKENBACH	Chief Financial Officer (Principal Financial Officer and Accounting Officer)	January 3, 2007
/s/ Michael P. Downey MICHAEL P. DOWNEY	Director	January 3, 2007

SIGNATURE	TITLE	DATE
/s/ Bruce C. Edwards BRUCE C. EDWARDS	Director	January 3, 2007
/s/ Robert H. Goon ROBERT H. GOON	Director	January 3, 2007
/s/ Don M. Lyle DON M. LYLE	Director	January 3, 2007
/s/ Dean A. Yoost DEAN A. YOOST	Director	January 3, 2007

INDEX TO EXHIBITS

Exhibit
Number	Description
5.1	Opinion of Jeffer, Mangels, Butler & Marmaro LLP as to legality of securities being registered.
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Consent of Ernst & Young LLP, Independent Auditors.
23.3	Consent of Jeffer, Mangels, Butler & Marmaro LLP (reference is made to Exhibit 5.1).
24.1	Power of Attorney (contained on page II-2).
99.1	Emulex Corporation 2005 Equity Incentive Plan, as amended (incorporated by reference to Appendix A to the Registrant’s Proxy Statement for its Annual Meeting of Stockholders held on November 30, 2006).
99.2	Emulex Corporation 1997 Stock Award Plan for Non-Employee Directors (incorporated by reference to Appendix B to the Registrant’s Proxy Statement for its Annual Meeting of Stockholders held on November 30, 2006).

EX-5.1

Exhibit 5.1

January 3, 2007

Emulex Corporation
3333 Susan Street
Costa Mesa, California 92626

Re: Emulex Corporation Registration Statement on Form S-8
For Offering of Common Stock and related preferred stock purchase rights

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by you with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate of 2,759,780 shares of your common stock, $0.10 par value (the “Stock”), and related preferred stock purchase rights (the “Rights”) issuable pursuant to the Company’s stockholder Rights Agreement, dated January 19, 1989, as amended (the “Rights Agreement”). The Stock represents shares of common stock (i) issuable pursuant to amendments to the Company’s 2005 Equity Incentive Plan and 1997 Stock Award Plan for Non-Employee Directors, both of which were approved by the Company’s stockholders at the Company’s annual meeting of stockholders held on November 30, 2006 and (ii) available for issuance under the 2005 Equity Incentive Plan that were not previously registered pursuant to the Act. We are familiar with the actions taken and proposed to be taken by you in connection with the authorization and proposed issuance and sale of the Stock.

     It is our opinion that:

          1. When the Registration Statement has become effective under the Act, subject to said actions being duly taken and completed by you as now contemplated prior to the issuance of the Stock and subject to the appropriate qualification (or exemption therefrom) of the Stock by the appropriate authorities of the various states in which the such Stock will be sold, the Stock will, upon the issuance and the sale thereof in the manner referred to in the Registration Statement and in accordance with the provisions of the plans referenced in the Registration Statement, be validly issued, fully paid and non-assessable.

          2. Assuming that the Board of Directors of the Company, after fully informing itself with respect to the Rights Agreement and the Rights and after giving due consideration to all relevant matters, determined that the execution and delivery of the Rights Agreement and the issuance of the Rights thereunder would be in the best interests of the Company and its stockholders, and assuming further that the Rights Agreement has been duly authorized, executed and delivered by the Rights Agent, and the provisions of the Rights Agreement are complied with in connection with the issuance of the Stock, then the Rights attributable to the Stock will be legally issued.

          In connection with the opinion set forth in paragraph 2 above, we note that the question whether the Board of Directors of the Company might be required to redeem the Rights at some future time will depend upon the facts and circumstances existing at that time and, accordingly, is beyond the scope of such opinion. In addition, in rendering the opinion set forth in paragraph 2 above, we express no opinion with respect to the exercise of any of the Rights and have assumed that sufficient shares of preferred stock will be available for issuance in the event any of the Rights are exercised.

          We hereby consent to the use of this opinion as an exhibit to the Registration Statement.

Respectfully submitted,


JEFFER, MANGELS, BUTLER & MARMARO LLP
 

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Emulex Corporation:

We consent to the use of our reports dated September 14, 2006, with respect to the consolidated balance sheets of Emulex Corporation and subsidiaries as of July 2, 2006 and July 3, 2005, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended July 2, 2006, and the related financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting as of July 2, 2006, and the effectiveness of internal control over financial reporting as of July 2, 2006, incorporated herein by reference.

Emulex Corporation acquired Aarohi Communications, Inc. (Aarohi) on May 1, 2006, and management has excluded from its assessment of the effectiveness of Emulex Corporation’s internal control over financial reporting as of July 2, 2006, Aarohi’s internal control over financial reporting associated with total assets of $20,333,000 and total revenues of $29,000 included in the consolidated financial statements of Emulex Corporation and its subsidiaries as of and for the year ended July 2, 2006. Our audit of internal control over financial reporting of Emulex Corporation also excluded an evaluation of the internal control over financial reporting of Aarohi.

/s/ KPMG LLP

Costa Mesa, California
January 3, 2007

EX-23.2

Exhibit 23.2

Consent of Ernst & Young LLP, Independent Auditors

We consent to the incorporation by reference of our report dated March 31, 2006 (except for Note 11, as to which the date is October 2, 2006) with respect to the financial statements of Sierra Logic, Inc. included in Amendment No. 1 to the Current Report on Form 8-K/A dated October 2, 2006 of Emulex Corporation in the Registration Statement (Form S-8) of Emulex Corporation pertaining to the Emulex Corporation 2005 Equity Incentive Plan and Emulex Corporation 1997 Stock Award Plan for Non-Employee Directors filed with the Securities and Exchange Commission.
 
 

/s/ Ernst & Young LLP        

 
Sacramento, California
December 28, 2006