S-8 POS 1 a57146sv8pos.htm FORM S-8 POS sv8pos
Table of Contents

As Filed with the Securities and Exchange Commission on August 26, 2010
Registration No. 333-120837
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 4 TO
FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
 
EMULEX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
     
Delaware   5190300558
(State or Other Jurisdiction of
Incorporation or Organization)
  (IRS Employer
Identification No.)
     
3333 Susan Street    
Costa Mesa, California   92626
(Address of Principal Executive Offices)   (Zip Code)
EMULEX CORPORATION 2004 EMPLOYEE STOCK INCENTIVE PLAN
(Full Title of the Plan)
JAMES M. MCCLUNEY
Chief Executive Officer
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 G. WICK
Senior 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 & MITCHELL LLP

1900 Avenue of the Stars, Seventh Floor
Los Angeles, California 90067
(310) 203-8080
Fax: (310) 203-0567
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer:  þAccelerated filer:  o 
Non-accelerated filer: o
(Do not check if a smaller reporting company)
Smaller reporting company: o
 
 

 


TABLE OF CONTENTS

EXPLANATORY STATEMENT
SIGNATURES


Table of Contents

EXPLANATORY STATEMENT
     Emulex Corporation (the “Registrant”) is filing this Post-Effective Amendment No. 4 to Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on November 30, 2004, File No. 333-120837, as amended by the Post-Effective Amendment No. 1 thereto filed on April 14, 2006, the Post-Effective Amendment No. 2 thereto filed on December 6, 2007 and the Post-Effective Amendment No. 3 thereto filed on August 27, 2009 (as amended, the “2004 Form S-8”). The 2004 Form S-8 related to shares of the Registrant’s common stock, par value $0.10 per share (the “Common Stock”), registered for offer or sale pursuant to the Emulex Corporation 2004 Employee Stock Incentive Plan (the “2004 Plan”). A total of 2,000,000 shares of Common Stock relating to the 2004 Plan were registered for issuance under the 2004 Plan pursuant to the 2004 Form S-8.
     On December 1, 2005, the shareholders of the Registrant approved the Emulex Corporation 2005 Equity Incentive Plan (the “2005 Plan”) and on November 19, 2008, the shareholders of the Registrant approved an amended and restated version of the 2005 Plan. No future awards will be made under the 2004 Plan. According to the terms of the 2005 Plan, as amended, any shares subject to outstanding awards under the Registrant’s former stock option plans, including the 2004 Plan, that expire, are cancelled, forfeited or terminate without having been exercised in full are available for issuance under the 2005 Plan. As of August 16, 2010, the total number of shares of Common Stock subject to awards that have expired, been cancelled, forfeited or terminated under the 2004 Plan and not yet registered under the 2005 Plan, is 27,201 (the “Carryover Shares”). Those 27,201 shares are hereby deregistered. The 2004 Form S-8 otherwise continues in effect as to the balance of the shares of Common Stock remaining available for offer or sale pursuant thereto.
     Contemporaneously with the filing of this Post-Effective Amendment No. 4 to Form S-8 Registration Statement, the Registrant is filing a Registration Statement on Form S-8 to register the shares of Common Stock now available for offer or sale pursuant to the 2005 Plan, including but not limited to the Carryover Shares.
     In accordance with Rule 457(p) of the Securities Act of 1933, as amended, and Instruction E to the General Instructions to Form S-8, this Post-Effective Amendment No. 4 to Form S-8 Registration Statement is hereby filed (i) to reallocate the Carryover Shares from the 2004 Plan to the 2005 Plan, and (ii) to carry over the registration fees paid for the 27,201 Carryover Shares that were previously registered from the 2004 Form S-8 to the Registration Statement on Form S-8 for the 2005 Plan that is filed contemporaneously with the filing of this Post-Effective Amendment No. 4 to Form S-8 Registration Statement.
     There may be shares of Common Stock registered in connection with the 2004 Plan that are represented by awards under the 2004 Plan that, after August 16, 2010, are forfeited, expire, are cancelled or terminate without delivery of shares, or otherwise result in the return of shares to the Registrant. The Registrant intends to periodically file additional post effective amendments to the 2004 Form S-8, and additional Registration Statements on Form S-8, carrying forward such shares for issuance in connection with the 2005 Plan.

 


Table of Contents

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 26th day of August, 2010.
         
  EMULEX CORPORATION
 
 
  By:   /s/ James M. McCluney    
    James M. McCluney, Chief Executive Officer   
       
 
         
SIGNATURE   TITLE   DATE
 
       
/s/ James M. McCluney
 
JAMES M. MCCLUNEY
  Chief Executive Officer and Director
(Principal Executive Officer)
  August 26, 2010
 
       
/s/ Paul F. Folino
 
PAUL F. FOLINO
  Executive Chairman of the Board and
Director
  August 26, 2010
 
       
/s/ Fred B. Cox
 
FRED B. COX
  Chairman Emeritus of the Board and
Director
  August 26, 2010
 
       
/s/ Michael J. Rockenbach
 
MICHAEL J. ROCKENBACH
  Chief Financial Officer (Principal
Financial Officer and Accounting
Officer)
  August 26, 2010
 
       
/s/ Michael P. Downey
 
MICHAEL P. DOWNEY
  Director    August 26, 2010
 
       
/s/ Bruce C. Edwards
 
BRUCE C. EDWARDS
  Director    August 26, 2010
 
       
/s/ Robert H. Goon
 
ROBERT H. GOON
  Director    August 26, 2010
 
       
/s/ Don M. Lyle
 
DON M. LYLE
  Director    August 26, 2010
 
       
/s/ Dean A. Yoost
 
DEAN A. YOOST
  Director    August 26, 2010