SC 14D9/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 9)

EMULEX CORPORATION

(Name of Subject Company)

EMULEX CORPORATION

(Name of Person(s) Filing Statement)

Common Stock, par value $0.10 per share
(Title of Class of Securities)

292475209
(CUSIP Number of Class of Securities)

Randall G. Wick
Senior Vice President, General Counsel
3333 Susan Street
Costa Mesa, California 92626
(714) 662-5600
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

With copies to:

Jonathan K. Layne
Gibson, Dunn & Crutcher LLP
2029 Century Park East
Los Angeles, California 90067
(310) 552-8500 Michelle A. Hodges
Gibson, Dunn & Crutcher LLP
3161 Michelson Drive, Suite 1200
Irvine, California 92612
(949) 451-3800

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

     This Amendment No. 9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2009 (as amended and supplemented from time to time, the “Statement”) by Emulex Corporation, a Delaware corporation (the “Company”), relating to the unsolicited tender offer by Fiji Acquisition Corporation, a Delaware corporation (“Purchaser”), and a wholly owned subsidiary of Broadcom Corporation, a California corporation (“Broadcom”), to acquire all of the issued and outstanding common stock, par value $0.10 per share, of the Company, including the associated preferred stock purchase rights, in exchange for $9.25 net per share in cash (less any applicable withholding taxes and without interest) upon the terms and subject to the conditions set forth in Purchaser’s Offer to Purchase, dated May 5, 2009 (with any amendments or supplements thereto, the “Offer to Purchase”), and the related Letter of Transmittal (together with the Offer to Purchase and any amendments or supplements thereto, the “Offer”). Unless otherwise indicated, all terms used herein but not defined shall have the meanings ascribed to them in the Statement.

     The statements attached as Exhibit (a)(19) were provided to the Orange County Register by the Company in connection with an article published on June 21, 2009.

Forward-Looking Statements

     Certain statements contained in this Statement may constitute “forward-looking statements.” The Company may also make forward-looking statements in other filings with the SEC, in materials delivered to stockholders and in press releases. In addition, the Company’s representatives may from time to time make oral forward-looking statements. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Words such as “anticipates,” “in the opinion,” “believes,” “intends,” “expects,” “may,” “will,” “should,” “could,” “plans,” “forecasts,” “estimates,” “predicts,” “projects,” “potential,” “continue,” and similar expressions may be intended to identify forward-looking statements.

     Actual future results could differ materially from those described in the forward-looking statements as a result of a variety of factors. Except as required by law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or changes to these forward-looking statements that may be made to reflect any future events or circumstances. 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. In light of the uncertainty of the economy generally, and the technology and storage segments specifically, it is difficult to determine if past experience is a good guide to the future and makes it impossible to determine if markets will grow or shrink in the short term. Recent disruptions in world credit and equity markets and the resulting economic uncertainty for the Company’s customers and the storage networking market as a whole has resulted in a downturn in information technology spending that has and could continue to adversely affect the Company’s revenues and results of operations. Furthermore, Purchaser’s unsolicited Offer to acquire all of the Company’s outstanding Shares, the related consent solicitation of Broadcom and Purchaser and any related litigation has created additional uncertainty, which may have an adverse effect on the Company’s operations. As a result of this uncertainty, the Company is unable to predict with any accuracy what future results might be. Other factors affecting these forward-looking statements include, but are not limited to, the following: slower than expected growth of the storage networking market or the failure of the Company’s Original Equipment Manufacturer (“OEM”) customers to successfully incorporate the Company’s products into their systems; the Company’s dependence on a limited number of customers and the effects of the loss of, or decrease or delays in orders by, any such customers, or the

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failure of such customers to make payments; the emergence of new or stronger competitors as a result of consolidation movements in the market; the timing and market acceptance of the Company’s or its OEM customers’ new or enhanced products; the variability in the level of the Company’s backlog and the variable and seasonal procurement patterns of the Company’s customers; impairment charges; the effects of terrorist activities, natural disasters and any resulting political or economic instability; the highly competitive nature of the markets for the Company’s products as well as pricing pressures that may result from such competitive conditions; the effect of rapid migration of customers towards newer, lower cost product platforms; possible transitions from board or box level to application specific computer chip solutions for selected applications; a shift in unit product mix from higher-end to lower-end or mezzanine card products; a decrease in the average unit selling prices or an increase in the manufactured cost of the Company’s products; delays in product development; the Company’s reliance on third-party suppliers and subcontractors for components and assembly; any inadequacy of the Company’s intellectual property protection or the potential for third-party claims of infringement; the Company’s ability to attract and retain key technical personnel; the Company’s ability to benefit from its research and development activities; the Company’s dependence on international sales and internationally produced products; the effect of acquisitions; the effect of changes in tax rates or legislation; or changes in accounting standards; and the potential effects of global warming and any resulting regulatory changes on the Company’s business. These and other factors which could cause actual results to differ materially from those in the forward-looking statements are discussed elsewhere in this Statement, in the Company’s other filings with the SEC or in materials incorporated therein by reference. Statements made in connection with the Offer are not subject to the safe harbor protections provided to forward-looking statements under the Private Securities Litigation Reform Act of 1995.

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Item 9. Exhibits.

     Item 9 of the Statement is hereby amended and supplemented by adding the following exhibit:

Exhibit No.	Description
(a)(19)	Statements provided to the Orange County Register by the Company for use on June 21, 2009.
(a)(20)	Press Release issued by the Company on June 22, 2009.

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SIGNATURES

     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/ Michael J. Rockenbach
Name:	Michael J. Rockenbach
Title:	Executive Vice President and Chief Financial Officer
Dated:	June 23, 2009

EX-99.(A)(19)

EXHIBIT (a)(19)

An article published by the Orange County Register, which was published on June 21, 2009, contained the following statements attributed to the Company: “One year later, Paul Folino of Emulex e-mailed a different message about Samueli: ‘If I knew then what I know now, I would not have said what I said’” and “The Emulex Board unanimously determined that this lawsuit is in the best interests of stockholders. Emulex believes its stockholders should be fully and fairly informed about the history of the company that is urging Emulex stockholders, in its consent solicitation, to allow a special meeting to be called to remove the Emulex Board and elect Broadcom’s hand-picked representatives.”

EX-99.(A)(20)

EXHIBIT (a)(20)

Investor Contacts:	Press Contacts:
Frank Yoshino	Katherine Lane
Vice President, Finance	Manager, Public Relations
(714) 885-3697	(714) 885-3828
Dan Burch/Amy Bilbija	Andrew Cole/Diane Henry
MacKenzie Partners	Sard Verbinnen & Co
(212) 929-5500	(415) 618-8750

Glass Lewis Recommends Emulex Stockholders Reject
Broadcom Consent Solicitation

Recommends Stockholders Use the WHITE Proxy Card Provided by Emulex
to Revoke Consent on All Broadcom Proposals

Emulex Provides Additional Materials Regarding Inadequate Broadcom
Offer and Solicitation, and Details Voting Instructions at www.emulexvalue.com

COSTA MESA, Calif., June 22, 2009 – Emulex Corporation (NYSE:ELX) today announced that Glass Lewis & Co., a leading proxy advisory firm, recommends against the consent solicitation initiated by Broadcom Corporation (Nasdaq: BRCM) in relation to Broadcom’s $9.25 per share tender offer. Glass Lewis recommends against all five of Broadcom’s consent solicitation proposals. Glass Lewis recommends stockholders use the WHITE proxy card mailed to them by Emulex to place their votes and that stockholders should not sign the gold proxy card provided by Broadcom. Emulex also announced that it has updated its related website, www.emulexvalue.com, with additional materials for stockholders including a new presentation regarding the Broadcom offer and solicitation, as well as detailed instructions on how to reject Broadcom’s solicitation. Emulex urges its stockholders to review these important materials that highlight why Broadcom’s offer significantly undervalues Emulex, respond to certain misleading statements by Broadcom and underscore why revoking consent to Broadcom’s proposal is in the best interests of Emulex stockholders.

In their report, Glass Lewis stated, “[W]e note that the governance reforms have been submitted by Broadcom merely in an effort to force an acquisition of the Company...In our opinion,

Broadcom has little interest in the long-term corporate governance of the Company unless such changes support the Dissident’s hostile takeover of the Company.”

The Glass Lewis report also commented: “[W]e find no reason to believe that Emulex’s board has not acted in the best interests of shareholders... Furthermore, support of the proposals could potentially enable Broadcom to acquire Emulex for $9.25 per share, which is below the current trading value of the Company’s shares.”

Commenting on the report, Emulex President and Chief Executive Officer, Jim McCluney said, “We are pleased Glass Lewis recognizes that Broadcom’s consent solicitation is not in Emulex stockholders’ best interests and that Broadcom’s proposals are solely aimed at furthering their inadequate offer. We appreciate the broad support we have received from stockholders on the Board’s recommendation against Broadcom’s offer, and we continue to urge stockholders to reject Broadcom’s consent solicitation.”

In its presentation filed with the Securities and Exchange Commission on June 17, Emulex highlights key issues for stockholders to consider regarding Broadcom’s tender offer and related consent solicitation including:

Emulex believes that Broadcom’s bid is an opportunistic attempt to acquire Emulex on the cheap.

• Emulex has a strong core business with attractive scale and margins and Emulex’s recent design wins in converged networking highlight the opportunities for additional value creation at Emulex.

• Emulex believes their stockholders agree — less than 3% of shares were tendered into Broadcom’s offer as of June 17.

Emulex’s peers and the broader market have posted significant gains since Broadcom made its bid, further underscoring the gross inadequacy of the offer.

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• Since Broadcom announced its offer, Emulex’s peer group¹ has traded up approximately 38% and 16%. If Emulex had traded in line with its peers, it would be trading at approximately $9.09 per share even in the absence of Broadcom’s offer and without reflecting the impact of recent design wins.

• This implies that Broadcom’s offer is actually a 1.8% premium to where Emulex would be trading, or a potential discount if the recent design wins were reflected in Emulex’s stock price.

Emulex believes that Broadcom’s misleading statements are intended to create uncertainty and doubt about Emulex’s value in an attempt to justify their grossly inadequate offer.

• Despite Broadcom’s assertions, Emulex has a long-history of revenue growth, a track record of capitalizing on new opportunities and a history of meeting or exceeding guidance.

• In addition, Broadcom is attempting to mislead Emulex stockholders by suggesting that the Company has not been able to convert design wins into revenues — this both ignores the facts with respect to historical design wins, as well as confuses the timing of the impact from Emulex’s recent design wins.

Broadcom’s consent solicitation process, if successful, will embolden Broadcom and transfer leverage to Broadcom with no benefit to Emulex’s stockholders.

• All stockholders should ask a simple question – WHY CONSENT TO AN INADEQUATE OFFER? The effective result of delivering Broadcom’s consent today is to allow Broadcom to call a special meeting, just a few weeks prior to the November 19, 2009 annual meeting, for the purpose of installing a full slate of new directors handpicked by Broadcom to further its inadequate offer. 

To reject Broadcom’s tender offer and related consent solicitation, stockholders do NOT need to take any action on the GOLD colored card that they may have received from Broadcom. Instead, Emulex stockholders should sign and return the WHITE consent revocation card provided by Emulex.   Filling out and mailing this card will enable Emulex to keep informed of the process.  Also, any stockholder who filled out and mailed a GOLD card but wishes to revoke it can simply

¹ Peer group includes Brocade Communications Systems Inc., Finisar Corporation, JDS Uniphase, LSI Corporation, and Q Logic. (June 17, 2009)

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complete and mail a WHITE card.  Detailed instructions on how to complete the WHITE card can be found at www.emulexvalue.com or obtained by calling MacKenzie Partners, Inc. at 1-800-322-2885.

About Emulex

Emulex is the leader in converged networking solutions for the data center. Our Connectivity Continuum architecture provides intelligent networking services that transition today’s infrastructure into tomorrow’s unified network ecosystem. Emulex provides a single framework that intelligently connects every server, network and storage device within the data center. Through strategic collaboration and integrated partner solutions, Emulex provides its customers with industry leading business value, operational flexibility and strategic advantage. Emulex is listed on the New York Stock Exchange (NYSE:ELX) and has corporate headquarters in Costa Mesa, California. News releases and other information about Emulex Corporation are available at http://www.emulex.com.

Safe Harbor Statement

The statements set forth above include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that may be subject to the “safe harbor” of those Acts. The safe harbor does not apply to forward-looking statements made in connection with a tender offer. These forward-looking statements 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. Those factors include the effect of Broadcom’s unsolicited tender offer to acquire all of Emulex’s outstanding common stock; the related consent solicitation of Broadcom and any related litigation on the company’s business; changes in economic conditions or changes in end user demand for technology solutions; Emulex’s dependence on a limited number of customers and the effects of the loss of, or decrease or delays in orders by, any such customers, or the failure of such customers to make payments; the rapidly changing nature of technology, evolving industry standards and frequent introductions of new products and enhancements by competitors; the effect of rapid migration of customers towards newer, lower cost product platforms; slower than expected growth of the storage networking market or the failure of the company’s Original Equipment Manufacturer (“OEM”) customers to successfully incorporate Emulex products into their systems; delays in product development; the highly competitive nature of the markets for Emulex’s products; Emulex’s ability to gain market acceptance for its products; any inadequacy of the company’s intellectual property protection or the potential for third-party claims of infringement; the company’s ability to attract and retain skilled personnel; and the company’s reliance on third-party suppliers. 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 (the “SEC”), including its recent filings on Forms 8-K, 10-K and 10-Q. All trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.

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