CONT.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
QLogic Corporation ("QLogic") and Ancor Communications,
Incorporated, ("Ancor") plan to file a Registration Statement on Form
S-4 and other relevant documents with the Securities and Exchange
Commission (the "SEC") in connection with the merger, and QLogic and
Ancor expect to mail a Joint Proxy Statement/Prospectus to
stockholders of QLogic and Ancor containing information about the
merger.
Investors and security holders are urged to read the Registration
Statement, the Joint Proxy Statement/Prospectus, and other documents
filed with the SEC carefully when they are available. The Registration
Statement, Joint Proxy Statement/Prospectus, and other filings will
contain important information about QLogic, Ancor, the merger, the
persons soliciting proxies relating to the merger, their interests in
the merger, and related matters. Investors and security holders will
be able to obtain free copies of these documents through the website
maintained by the SEC at sec.gov. Investors will be able to
obtain copies of the documents free of charge from QLogic by directing
a request through the Investor Information portion of QLogic's website
at qlogic.com or by mail to QLogic Corporation, 26600
Laguna Hills Drive, Aliso Viejo, CA 92656, attention: Investor
Relations, telephone: (949) 389-6000. Documents filed by Ancor will be
available free of charge from Ancor by directing a request through the
Investor Information portion of Ancor's website at
ancor.com or by directing a request by mail to Ancor
Communications, Incorporated, 6321 Bury Drive, Eden Prairie, MN 55346,
attention: Investor Relations, telephone: (612) 932-4000. In addition
to the Registration Statement and the Joint Proxy
Statement/Prospectus, QLogic and Ancor file annual, quarterly and
special reports, proxy statements and other information with the SEC.
You may read and copy any reports, statements or other information
filed by QLogic or Ancor at the SEC public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC's
other public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. QLogic's and Ancor's
filings with the SEC are also available to the public from commercial
document-retrieval services and at the Web site maintained by the SEC
at sec.gov.
INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS
CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR
INVESTMENT DECISIONS. NOTHING HEREIN SHALL CONSTITUTE AN OFFER OF ANY
SECURITIES FOR SALE.
QLogic, Ancor and their respective directors, executive officers,
who may be considered participants in this transaction, and certain
other members of management and employees may be soliciting proxies
from QLogic's stockholders and Ancor's shareholders in favor of
approval and adoption of the merger agreement. Information concerning
the participants in the solicitation will be set forth in the Joint
Proxy Statement/Prospectus when it is filed with the SEC. In addition,
information about QLogic's and Ancor's directors and executive
officers is set forth in the Proxy Statements for their respective
1999 Annual Meetings of Stockholders, which are filed with the SEC.
The report contains forward-looking statements within the meaning
of the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995. References made in this report, and in particular,
statements regarding the proposed QLogic/Ancor merger are based on
management's current expectations or beliefs and are subject to a
number of factors and uncertainties that could cause actual results to
differ materially from those described in the forward-looking
statements. In particular, the following factors, among others, could
cause actual results to differ materially from those described in the
forward-looking statements: inability to obtain, or meet conditions
imposed for, governmental approvals for the merger; failure of the
QLogic stockholders or Ancor shareholders to approve the merger; costs
related to the merger the risk that the QLogic and Ancor businesses
will not be integrated successfully; and other economic, business,
competitive and/or regulatory factors affecting the businesses of
QLogic and Ancor generally.
For a detailed discussion of these and other cautionary statements
concerning QLogic and Ancor and their respective operations, please
refer to QLogic's and Ancor's filings with the Securities and Exchange
Commission, including their most recent filings on Form 10-K and 10-Q,
QLogic's Annual Report to Stockholders and the "Forward-Looking
Statements" section of the Management's Discussion and Analysis
section of QLogic's Form 10-K for the fiscal year ended March 28, 1999
and Form 10-Q for the quarterly period ended December 26, 1999.
QLogic's and Ancor's filings with the SEC are also available to the
public from commercial document-retrieval services and at the Web site
maintained by the SEC at sec.gov.
Trademarks and registered trademarks are the property of the
companies with which they are associated.
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QLOGIC CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands)
ASSETS
April 2, 2000 March 28, 1999
Current assets:
Cash and cash equivalents $ 64,134 $ 43,174
Short term investments 58,671 57,613
Accounts receivable, net 21,647 11,917
Inventories 22,330 10,623
Deferred income taxes 9,211 5,649
Prepaid expenses and other current assets 1,356 1,950
Total current assets 177,349 130,926
Long term investments 39,797 29,760
Property and equipment, net 45,775 10,409
Other assets 4,235 1,828
$ 267,156 $ 172,923
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,743 $ 6,432
Accrued expenses 18,444 13,807
Total current liabilities 24,187 20,239
Total stockholders' equity 242,969 152,684
$267,156 $172,923
QLOGIC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in thousands, except per share data)
Three Months Ended Twelve Months Ended
April 2, Mar 28, April 2, Mar 28,
2000 1999 2000 1999
Net revenues $ 60,127 $ 35,076 $203,143 $117,182
Cost of revenues 19,431 11,764 64,241 42,603
Gross profit 40,696 23,312 138,902 74,579
Operating expenses:
Engineering and
development (1) 16,050 6,736 39,993 24,358
Selling and marketing 4,701 3,114 16,724 11,062
General and administrative 1,943 1,888 8,140 5,794
Total operating expenses 22,694 11,738 64,857 41,214
Operating income 18,002 11,574 74,045 33,365
Interest income, net 2,466 1,360 7,703 5,573
Income before income taxes 20,468 12,934 81,748 38,938
Income tax provision 6,960 4,396 27,795 13,239
Net income $ 13,508 $ 8,538 $ 53,953 $ 25,699
Net income per share (2):
Basic $ 0.18 $ 0.12 $ 0.74 $ 0.37
Diluted $ 0.17 $ 0.11 $ 0.70 $ 0.34
Number of shares used
in per share
computations (2):
Basic 73,803 71,186 72,950 70,047
Diluted 78,395 75,715 77,497 74,760
(1) Engineering and development expenses for the three and twelve
month periods ended April 2, 2000 include a $7,536 charge related
to the Company's acquisition of in-process technology from Borg
Adaptive Technologies, Inc.
(2) Share and per share figures have been re-stated for the
periods ended March 28, 1999 to adjust for the Company's 2-for-1
stock splits in fiscal 2000.
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--30--KM/np* JM/np
CONTACT: QLogic Corporation
Editor's Contact
Thomas R. Anderson, Vice President, CFO
Phone: 949/389-6213
Fax: 949/389-6488
or
QLogic Corporation
Michael R. Manning, Secretary & Treasurer
Phone: 949/389-6399
Fax: 949/389-6487
KEYWORD: CALIFORNIA
INDUSTRY KEYWORD: COMPUTERS/ELECTRONICS
ELECTRONIC GAMES/MULTIMEDIA INTERNET EARNINGS
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