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SEC Filings
QLOGIC CORP filed this Form DEF 14A on 07/23/1996
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<PAGE>   4
the vote for any of such proposals except to the extent the number of
abstentions causes the number of shares voted in favor of a proposal not to
equal or exceed a majority of the quorum required for the Meeting (in which case
the proposal would not be approved).
     Your execution of the enclosed proxy will not affect your right as a
stockholder to attend the Meeting and to vote in person. Any stockholder giving
a proxy has the right to revoke it at any time by either (i) a later-dated
proxy, (ii) a written revocation sent to and received by the Secretary of the
Company prior to the Meeting, or (c) attendance at the Meeting and voting in

     The Company has outstanding only common stock, of which 5,625,662 shares
were outstanding as of the close of business on July 12, 1996 (the "Record
Date"). Only stockholders of record on the books of the Company at the close of
business on the Record Date will be entitled to vote at the Meeting. Each share
of common stock is entitled to one vote.
     Representation at the Meeting by the holders of a majority of the
outstanding common stock of the Company, either by personal attendance or by
proxy, will constitute a quorum.
     The following table sets forth, as of the Record Date, the only persons
known to the Company to be the beneficial owners of more than 5% of the
Company's common stock:

                                              AMOUNT AND NATURE OF
  TITLE OF           NAME AND ADDRESS               BENEFICIAL          PERCENT OF
    CLASS           OF BENEFICIAL OWNER            OWNERSHIP(1)          CLASS(2)
- -------------   ---------------------------   ----------------------    -----------
<S>             <C>                           <C>                       <C>
Common Stock    Fred B. Cox                        287,500 shs.             5.1(3)
                P.O. Box 237
                Big Arm, Montana 59910
Common Stock    Brinson Partners Inc.            350,500 shs.(4)            6.1
                Three First National Plaza
                Ninth Floor
                Chicago, Illinois 60670

- ---------------
(1) Except as otherwise indicated and subject to applicable community property
    and similar laws, the Company assumes that each named person has the sole
    voting and investment power with respect to his or its shares (other than
    shares subject to options).
(2) Percent of class is based on the number of shares outstanding on the Record
    Date plus, with respect to each named person, the number of shares of common
    stock, if any, which the stockholder has the right to acquire within 60 days
    of such date.
(3) All shares attributed to Mr. Cox are held in a family trust of which Mr. Cox
    and his wife are co-trustees and share voting and investment power. Includes
    options to purchase 12,500 shares of the Company's common stock.
(4) The beneficial owner has informed the Company that (i) these shares are
    beneficially owned in the capacity of an investment adviser registered under
    the Investment Advisers Act of 1940, (ii) voting power is exercised pursuant
    to investment management contracts, and (iii) no single client of the
    adviser owns more than 5% of the Company's common stock.
     The Company knows of no contractual arrangements which may at a subsequent
date result in a change in control of the Company.

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