SECURITIESTable AND EXCHANGEof COMMISSION WASHINGTON, D.C. 20549 Contents

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT~~WASHINGTON, ~~REPORT~~DC 20549

~~PURSUANT~~FORM TO8-K ~~SECTION 13 OR 15(d) OF~~ ~~THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~CURRENT ofREPORT ~~Report: July 22, 2003~~ ~~Date of earliest event reported: July 22, 2003~~

~~VIXEL CORPORATION (Exact~~PURSUANT ~~name~~TO ofSECTION ~~registrant~~13 OR 15(d) OF asTHE ~~specified~~SECURITIES inEXCHANGE ~~its~~ACT ~~charter)~~OF 1934

~~Delaware 000-27221 84-1176506 (State or~~Date ~~Other Jurisdiction~~ of ~~Incorporation (Commission File~~Report ~~Number)~~ (~~I.R.S. Employer Identification~~Date ~~Number~~of earliest event reported): October 8, 2003

~~11911 North~~VIXEL ~~Creek Parkway South~~CORPORATION ~~Bothell, Washington 98011~~ ~~(Address of principal executive~~ ~~office)~~

(~~425) 806-5509 (Registrant's~~Exact ~~telephone~~name ~~number including~~of ~~area~~registrant ~~code~~as specified in its charter)

Item 9. Regulation FD Disclosure


Delaware	000-27221	84-1176506
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

~~This~~11911 ~~information~~North isCreek ~~being~~Parkway ~~provided under new Item 12 of Form 8-K,~~South ~~"Results of Operations and Financial Condition~~Bothell," ~~pursuant~~Washington to9801 ~~interim~~(Address ~~guidance~~of ~~provided~~principal byexecutive ~~the Securities and Exchange Commission.~~ office) ~~On July 22, 2003, Vixel Corporation, a Delaware corporation, issued a press~~ ~~release reporting financial results for its second quarter of fiscal 2003,~~ ~~ended June 29, 2003. The text of the press release is set forth~~ ~~below.~~

1(425) 806-5509 (Registrant’s telephone number including area code)

~~Vixel~~TABLE ~~Corporation~~OF ~~Announces Second Quarter 2003 Financial Results~~CONTENTS

InSpeed(tm) Revenue Increases 13% Quarter over Quarter


	Item 5. Other Events and Required FD Disclosure
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
	Item 9. Regulation FD Disclosure
SIGNATURE
EXHIBIT 2.1
EXHIBIT 2.2
EXHIBIT 2.3
EXHIBIT 99.1

Bothell,Table WA, July 22, 2003 - Vixel Corporation (Nasdaq: VIXL), the leading provider of embedded storage switching technologies, today announced financial results for its second quarter of fiscal 2003, ended June 29, 2003.Contents

~~Revenue for the second quarter of 2003 was $6.1 million, compared with $~~Item 5.5 ~~million~~Other ~~in the~~Events ~~first quarter of 2003~~ and ~~$4.8~~Required ~~million~~FD ~~in the second quarter of~~Disclosure ~~2002. Gross margin was 49.1% of revenue in the second quarter of 2003,~~ ~~compared with 49.5% in the first quarter of 2003 and 48.0% in the~~ ~~second quarter of 2002.~~

~~Net~~ On ~~loss~~October 8, ~~for~~ 2003, Vixel Corporation (the ~~second~~“Company”), ~~quarter~~announced ~~was~~that ~~$2.6~~it entered ~~million,~~into ~~compared~~an ~~with~~Agreement aand ~~net~~Plan ~~loss~~of Merger, dated as of ~~$2.~~October 8 ~~million~~, in2003 (the “Merger ~~first~~Agreement”), ~~quarter~~with ofEmulex ~~2003~~Corporation, a Delaware corporation (“Parent”), and Aviary Acquisition Corp., a ~~net~~Delaware ~~loss~~corporation and wholly-owned subsidiary of $0Parent (“Purchaser”).2 ~~million in~~The Merger Agreement provides for the ~~second~~commencement ~~quarter~~by Purchaser of ~~2002.~~a ~~Net~~tender ~~loss~~offer to purchase for cash all issued and outstanding shares of Company common stock, par value $.0015 per share ~~was~~together with any associated preferred stock or other rights issued under the Rights Agreement (defined below)(“Common Stock”), and Company Series B convertible preferred stock, par value $0.12001 ~~for~~per share (“Preferred Stock”) (the Common Stock ~~second~~and ~~quarter~~the Preferred Stock, ~~compared~~the ~~with~~“Shares”), at a price of $010.1200 inper share (the ~~first~~“Offer ~~quarter~~Price”), ofnet ~~2003~~to ~~and~~the selling stockholders in cash, without ~~$0.01~~interest, subject to the satisfaction of the conditions set forth in the ~~second~~Merger Agreement ~~quarter~~(the “Tender Offer”) and, following the purchase of ~~2002.~~the ~~The~~Shares pursuant ~~results~~to ~~for~~the Tender Offer and subject to the ~~second~~conditions set forth in the ~~quarter~~Merger Agreement, a merger (the “Merger”) of ~~2002~~Purchaser ~~included~~into athe $4Company.5 Pursuant ~~million~~to ~~gain~~the onMerger ~~sale~~Agreement, at the effective time of the ~~company's~~Merger, each ~~SAN~~outstanding ~~InSite~~Share, ~~software~~other ~~assets~~than Shares as to which dissenters’ rights have been duly asserted, perfected and anot ~~$1.8~~subsequently ~~million~~forfeited, ~~restructuring~~under ~~expense.~~the Delaware ~~Excluding~~General ~~these~~Corporation ~~items~~Law, Shares held by the ~~net~~Company ~~loss~~as ~~for~~treasury stock, and Shares held by the ~~second~~Parent, ~~quarter~~Purchaser or any wholly-owned subsidiary of ~~2002~~Parent, ~~was~~will be converted ~~$2.9~~into ~~million,~~the orright to receive $010.1200 per share in cash, without interest (the “Merger Consideration”). Shares that are held by the Company as treasury stock and any Shares owned by Parent, Purchaser or any wholly-owned subsidiary of the Parent will be canceled and retired and will cease to exist and no Merger Consideration will be delivered in exchange therefor.

~~"We are~~ The ~~extremely~~Merger ~~pleased~~Agreement ~~with~~also ~~our~~contains ~~accomplishments~~a ~~during~~number ~~the~~of ~~quarter~~representations, aswarranties weand ~~shipped~~covenants ~~our~~by ~~second-generation~~the 20parties. ~~port~~The ~~embedded~~Tender ~~product~~Offer and ~~announced~~ ~~significant~~the ~~new~~Merger ~~customer~~are ~~wins,"~~subject ~~said~~to ~~Jim~~a number ~~McCluney~~of conditions, ~~president~~ and ~~CEO~~the ofMerger ~~Vixel.~~Agreement ~~"The~~may ~~adoption~~be ~~rate~~terminated ofunder ~~our embedded~~certain ~~storage~~circumstances, ~~switch technology is increasing~~ as ~~more~~set offorth in the ~~world's~~Merger ~~leading storage companies move forward with InSpeed based designs~~Agreement."

~~Revenue~~ Concurrently ~~for~~with entering into the Merger Agreement, the Company and the ~~six~~Purchaser ~~months~~entered ~~ended~~into ~~June~~a 29Stock Option Agreement (the “Option Agreement”), ~~2003~~dated ~~was~~as ~~$11.6~~of ~~million~~October 8, ~~compared~~2003, ~~with~~pursuant ~~$9.5 million~~to inwhich the ~~first~~Purchaser ~~six~~may ~~months~~purchase at the Offer Price shares of ~~2002~~Common Stock and/or Preferred Stock, in amounts determined by the Purchaser up to 19.9% ~~Net~~in ~~loss~~the ~~for~~aggregate of the ~~six~~then ~~months~~outstanding shares of ~~ended~~Common ~~June~~Stock ~~29,~~on ~~2003~~an ~~was~~Fully ~~$5.4~~Diluted ~~million~~Basis or(as ~~$0.25~~defined); ~~per~~provided ~~share,~~that ~~compared~~the ~~with~~option amay ~~net~~only ~~loss~~be exercised if Purchaser and Parent will, immediately following the exercise of ~~$7.3~~the ~~million~~option, orown ~~$0.31~~at ~~per~~least ~~share~~90% inof the ~~first~~outstanding ~~six~~shares ~~months~~ of ~~2002~~Common Stock, ~~excluding~~if the ~~$4.5~~option ~~million~~is ~~gain~~exercised onwith ~~sale~~respect to Common Stock, and at least 90% of the ~~company's~~outstanding ~~SAN InSite~~shares ~~software~~of ~~assets~~Preferred ~~and~~Stock, if the ~~$1.8~~option ~~million~~is ~~restructuring~~exercised with ~~expense~~respect to Preferred Stock.

~~"Revenue~~ The Parent, Purchaser, and all of the Company’s directors and officers, ~~from~~have ~~our~~also ~~InSpeed-based~~entered ~~products~~into ~~continues~~a toStockholders ~~increase~~Agreement, ~~growing~~dated ~~13%~~as of October 8, 2003, (the ~~sequentially~~“Stockholders ~~during~~Agreement”), pursuant to which the ~~second~~directors ~~quarter~~and officers have agreed," ~~commented~~among ~~Kurt~~other ~~Adams~~things, ~~CFO~~ subject to the termination of ~~Vixel.~~the ~~"With~~Stockholders Agreement ~~our~~(i) to ~~revenue~~tender ~~growth~~in the Tender Offer all Shares beneficially owned by them, ~~customer~~(ii) to ~~traction~~appoint ~~and~~the Purchaser as their proxy to vote their Shares in ~~effective~~connection ~~leveraging~~with ofthe ~~our~~Merger ~~infrastructure~~Agreement, weand ~~are~~(iii) not ~~making~~to ~~excellent~~otherwise transfer any ~~progress~~of ~~towards~~their ~~our~~Shares. ~~goal~~The Stockholders Agreements will terminate upon earlier of the ~~achieving~~termination ~~profitability~~of the Merger Agreement or November 13, 2003."

~~Cash~~ On ~~and investments~~October 8, 2003, the Company amended its Rights Agreement, dated as of November 15, ~~June 29~~2000, ~~2003~~between ~~totaled~~the ~~$21.5~~Company ~~million.~~and ~~The~~Computershare ~~company~~Trust Company, as ~~believes~~Rights ~~these~~Agent ~~balances~~(the ~~are~~“Rights ~~sufficient~~Agreement”), to ~~fund~~provide ~~operations~~that ~~for~~the atprovisions ~~least~~of the Rights Agreement would not be triggered by the ~~next~~execution 18and ~~months~~delivery asof the Merger ~~company~~Agreement, ~~executes~~the ~~its~~consummation ~~business~~of, ~~strategies~~and purchase of Shares pursuant to, the ~~through~~Tender ~~2004~~Offer or the consummation of the Merger.

RECENTTable HIGHLIGHTSof Contents

In The ~~early~~Merger ~~June~~Agreement, ~~Vixel~~ ~~announced~~the ~~that~~Stockholders ~~Fujitsu~~Agreement ~~Limited~~and ofthe ~~Japan,~~Option ~~one~~Agreement are offiled ~~the~~as ~~top~~exhibits ~~10 storage~~to ~~providers~~this inreport ~~the~~and ~~world,~~are ~~has~~ incorporated ~~Vixel's~~by ~~award-winning~~reference herein. ~~InSpeed~~The ~~technology~~description ~~into~~of ~~its~~the ~~ETERNUS~~Merger ~~3000~~Agreement, ~~Model~~the ~~600~~Stockholders ~~mid-range~~Agreement ~~storage~~and the ~~solutions~~Rights toAmendment ~~create~~set anforth ~~SBOD(tm)~~above ~~based~~does ~~switched~~not ~~back-end~~purport ~~architecture. The~~to ~~new~~be ~~ETERNUS~~complete ~~solutions~~and ~~are~~is qualified ~~expected~~in toits ~~begin~~entirety ~~shipping~~by inreference ~~July~~to the provisions of ~~this~~ ~~year~~such agreements.

2 Notice for Vixel Corporation Stockholders and Interested Parties. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of any class of stock of Vixel Corporation. Following commencement of the tender offer, the Company intends to file a solicitation / recommendation statement on Schedule 14D-9 (the “Schedule 14D-9”). The Company’s security holders should read the Schedule 14D-9 when it becomes available as it will contain important information regarding the transaction. Investors will be able to obtain, without charge, a copy of the Schedule 14D-9 and other filed documents relating to this transaction from the Company and through the website of the Securities and Exchange Commission at www.sec.gov.

During the second quarter, Vixel formally completed its OEM agreement for the continued implementation of the InSpeed Model 310 Embedded Storage Switches into HP's StorageWorks EVA (Enterprise Virtual Array) storage solutionsItem 7. AsFinancial ~~was previously announced by Vixel~~Statements, ~~shipments~~Pro ofForma ~~HP StorageWorks~~Financial ~~EVAs~~Information ~~include InSpeed technology~~ and ~~have resulted in~~Exhibits ~~several million dollars in revenue for Vixel to date.~~

At Apple's June World Wide Developers Conference 2003 in San Francisco, Chaparral Network Storage and Vixel announced the certification of four virtualized storage solutions for Mac OS X under Chaparral's CustomerCare Program (c) Exhibits. ~~This reflects the continued expansion of Vixel's~~ ~~relationship with Apple, which is currently offering storage solutions~~ ~~with both InSpeed SAN storage switches and Vixel's 9000 Series fabric~~ ~~switches. The range of these storage solutions goes from 2.5 terabyte entry level SANs to mid-tier enterprise-style solutions with over 440TB.~~

In late June, Vixel announced that BlueArc(tm) Corporation implemented the company's award-winning InSpeed technology into its Si8000 SiliconServer family of products. BlueArc's use of InSpeed switches extends throughout its NAS servers including its unique Multi-Tiered Storage (MTS) solution, which provides enterprise-class customers with the ability to deploy and manage high performance, general purpose, near-line and archival data on a single, online NAS platform.


Exhibit		Description

2.1		Agreement and Plan of Merger, dated as of October 8, 2003, by and among Emulex Corporation, Aviary Acquisition Corp., and Vixel Corporation. Pursuant to Item 601(b)(2) of Regulation S-K the exhibits to the Agreement titled Form of Non-competition Agreement, Form of Certificate of Incorporation of Surviving Corporation and Forms of Termination Fee Note and Security Agreement, and the Disclosure Letter are not filed herewith. The Company agrees to furnish supplementally a copy of any omitted exhibit/schedule to the Commission upon request.

2.2		Purchaser Option Agreement, dated as of October 8, 2003, by and between Emulex Corporation, Aviary Acquisition Corp. and Vixel Corporation.

2.3		Stockholders Agreement, dated as of October 8, 2003, by and among Emulex Corporation, Aviary Acquisition Corp. and certain Vixel Corporation stockholders.

99.1		Press Release, dated October 8, 2003.

On June 18th, Vixel, Vitesse Semiconductor and Xyratex Storage Systems jointly announced that Xyratex will use Vixel's 20-port InSpeed SOC 320 embedded storage switch, being sold by Vitesse as the VSC7197, to deploy a high-performance Fibre Channel SBODItem 9. ~~The~~Regulation FD ~~inclusion of the~~Disclosure ~~InSpeed SOC 320 will enable point-to-point switched connectivity~~ ~~between the controller and individual disk drives in the storage~~ ~~array, creating an SBOD which dramatically enhances storage system Reliability, Availability and Serviceability (RAS) characteristics.~~

~~During the~~ On ~~second~~October 8, ~~quarter~~2003, ~~Vixel announced~~ the ~~successful~~Company ~~completion~~and ofEmulex ~~HDS' Interoperability~~Corporation ~~Demonstration~~issued ~~Program~~a ~~(IDP)~~joint ~~tests of Vixel's 9000~~press ~~Series~~release ~~Fibre~~announcing ~~Channel~~that ~~Fabric Switches with~~ the ~~HDS~~Company ~~Hitachi~~and ~~Freedom Storage(tm) Lightning~~Emulex ~~9900(tm)~~Corporation Vsigned ~~and~~the ~~Lightning~~Merger ~~9900(tm) Series product families~~Agreement. The ~~verification configurations used Vixel's 16-port 9200~~ ~~and~~Company ~~8-port~~is ~~9050-FF~~furnishing ~~switches to demonstrate interoperability with~~ the ~~HDS~~ ~~Hitachi~~press ~~Lightning~~release ~~Series~~as ~~product line~~Exhibit 99.1 ~~With~~to ~~the~~this ~~successful~~report. ~~completion of the IDP program, enterprise customers using Hitachi's~~ ~~Freedom Storage Solutions can now avail themselves of the high~~ ~~price-to-performance value proposition associated with Vixel's 2Gb/s Fibre Channel Fabric Switches.~~

Q2Table 03of RESULTS CONFERENCE CALLContents

~~Vixel~~SIGNATURE ~~Corporation will host a conference call at 11:00 a.m. Eastern Daylight~~ ~~Time (8:00 a.m. Pacific Daylight Time) on Tuesday, April 22, 2003 to~~ discuss its second quarter fiscal 2003 results. The call will feature remarks by Jim McCluney, president and CEO, and Kurt Adams, Chief Financial Officer. The dial-in number is 800-240-2134 or 303-262-2076 for international callers. A live webcast of the call may be found in the Investor Relations section of the Company's website, www.vixel.com. A replay will also be available following the conclusion of the call.

3 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Non-GAAP Financial Measures


Dated: October 8, 2003		VIXEL CORPORATION

	By:	/s/ Kurtis L. Adams

	Name:	Kurtis L. Adams
	Title:	Chief Financial Officer

This press release includes financial measures for earnings per share and net income that have not been calculated in accordance with generally accepted accounting principles (GAAP). These differ from GAAP in that they exclude from the second quarter and first six months of 2002 a $4.5 million gain on sale of certain assets and a $1.8 million restructuring expense. Vixel provides these measurements because they provide a consistent basis for comparison between quarters without the effect of one-time events. The losses per share and net losses contained in the attached unaudited financial statement are presented and have been calculated in accordance with GAAP.

Except for historical information contained herein, this news release contains forward-looking statements that are subject to risks and uncertainties that may cause actual results to differ materially from the results discussed in the forward-looking statements. Factors that may cause such a difference include risks affecting performance and market acceptance of Vixel's products, Vixel's ability to meet its quality and performance standards, development of the storage area network, or SAN market, the competitiveness and performance of Vixel's products in the rapidly changing SAN market, the ability of Vixel to meet evolving product standards required by customers and others involved in the distribution channel for SAN products, the ability of Vixel to increase its customer base for its InSpeed technology-based products and the acceptance of embedded storage solutions generally. Further information on the factors and risks that could affect Vixel's business, financial condition and results of operations, are contained in Vixel's Annual Report on Form 10-K and most recent Form-10Q, which are available at www.sec.gov.

About Vixel Corporation

Vixel Corporation is the leading provider and innovator of embedded storage connectivity technologies for storage solution providers. Its award-winning technology, InSpeedTM, cost-effectively enables new levels of reliability, scalability and performance in storage systems. Through innovation and partnership with its customers, Vixel advances leading edge embedded storage connectivity technologies that enable the architectural evolution of next generation storage systems. Vixel's embedded storage switching and storage networking products have been deployed by leading solution providers such as HP, Fujitsu, Network Appliance, NEC, Sun Microsystems, Avid Technologies, Xyratex and BlueArc. To find out more about Vixel and its unique technology offerings, visit www.vixel.com.

Vixel Corporation is headquartered at 11911 North Creek Parkway South, Bothell, Washington 98011 and can be contacted by phone at 425-806-5509 or e-mail at marketing@vixel.com.

All logos, trademarks and names contained herein are the property of their respective owners.

(financial tables to follow)

Vixel Corporation Statement of Operations (in thousands, except per share data) (unaudited) Three-month period ended Six-month period ended June 29, 2003 June 30, 2002 June 29, 2003 June 30, 2002 Revenue $ 6,073 $ 4,810 $ 11,579 $ 9,530 Cost of revenue (1) 3,092 2,502 5,875 5,104 Gross profit 2,981 2,308 5,704 4,426 49.1 % 48.0 % 49.3 % 46.4 % Operating expenses: Research and development (2) 2,916 2,389 5,466 5,969 Selling, general and administrative (3) 2,774 2,788 5,679 5,445 Amortization of intangible assets -- 109 54 218 Amortization of stock-based compensation -- 118 115 393 5,690 5,404 11,314 12,025 Gain on sale of assets (14 ) (4,479 ) (9 ) (4,454 ) Restructuring costs -- 1,775 -- 1,775 Total operating expenses 5,676 2,700 11,305 9,346 Loss from operations (2,695 ) (392 ) (5,601 ) (4,920 ) Other income, net 68 177 163 368 Net loss $ (2,627 ) $ (215 ) $ (5,438 ) $ (4,552 ) Net loss applicable to common stockholders $ (2,844 ) $ (215 ) $ (5,784 ) $ (4,552 ) Basic and diluted net loss per share $ (0.12 ) $ (0.01 ) $ (0.25 ) $ (0.19 ) Weighted-average shares outstanding 23,388 23,957 23,535 23,845

(1)	Includes amortization of stock-based compensation of $0 and $2 for the three-month periods ended June 29, 2003 and June 30, 2002, respectively, and $1 and $6 for the six-month periods ended June 29, 2003 and June 30, 2002, respectively.
(2)	Excludes amortization of stock-based compensation of $0 and $2 for the three-month periods ended June 29, 2003 and June 30, 2002, respectively, and $1 and $8 for the six-month periods ended June 29, 2003 and June 30, 2002, respectively.
(3)	Excludes amortization of stock-based compensation of $0 and $116 for the three-month periods ended June 29, 2003 and June 30, 2002, respectively, and $115 and $385 for the six-month periods ended June 29, 2003 and June 30, 2002, respectively.

Vixel Corporation Balance Sheet (in thousands) (unaudited) June 29 2003 December 29, 2003

Assets Current assets: Cash and investments $ 21,466 $ 16,401 Accounts receivable, net 3,779 2,782 Inventory, net 1,446 1,503 Note receivable -- 2,500 Prepaid expenses and other current assets 1,001 1,488 Total current assets 27,692 24,674 Property and equipment, net 2,358 2,243 Goodwill, intangibles and other assets, net 511 568 Total assets $ 30,561 $ 27,485 Liabilities and stockholders' equity Current liabilities: Capital leases, current portion $ 46 $ 178 Accounts payable 2,927 2,900 Accrued liabilities 3,419 3,507 Deferred revenue 233 735 Accrued restructuring costs, current portion 291 307 Total current liabilities 6,916 7,627 Capital leases, net of current portion 23 44 Accrued restructuring costs, net of current portion 177 306 Total liabilities 7,116 7,977 Series B convertible preferred stock 3,742 -- Stockholders' equity: Capital stock 158,903 153,270 Accumulated deficit (139,200 ) (133,762 ) Total stockholders' equity 19,703 19,508 Total liabilities and stockholders' equity $ 30,561 $ 27,485

# # #

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VIXEL CORPORATION

Dated: July 22, 2003

By:

/s/ Kurtis L. Adams

Kurtis L. Adams, Chief Financial Officer, Vice President of Finance, Treasurer and Secretary

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