UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~the~~ Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): August 11, 2017

~~July 17,~~BROCADE ~~2017~~COMMUNICATIONS SYSTEMS, INC.

Brocade Communications Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-25601	77-0409517
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)

130 Holger Way

San Jose, CA 95134-1376

(Address, including zip code, of principal executive offices~~, including zip code~~)

(408) 333-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ¨

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

As previously reported, on November 2, 2016, Brocade Communications Systems, Inc. (the “Company”) entered into an Agreement and Plan of Merger with Broadcom Limited (“Broadcom”), Broadcom Corporation and Bobcat Merger Sub, Inc. (the “Merger Agreement”) pursuant to which Broadcom agreed to acquire the Company (the “Merger”). ~~Broadcom~~Due ~~Corporation~~primarily ~~subsequently~~to ~~assigned~~the ~~all~~pendency of ~~its~~the ~~rights~~Merger ~~under~~and Broadcom’s stated intent to divest the Company’s IP Networking business after the closing of the Merger, ~~Agreement~~the Company has experienced lower than expected revenue, earnings and cash flows and higher than expected acquisition and integration expenses. Accordingly, on August 11, 2017, the Company entered into Amendment No. 1 (the “Amendment”) to ~~LSI~~its ~~Corporation~~Credit Agreement (the “~~LSI~~Credit Agreement”) onwith ~~December 19~~Wells Fargo Bank, ~~2016~~National Association, and certain other lenders from time to time party thereto. AtThe aAmendment, ~~special~~which ~~meeting~~was effective for the Company’s third fiscal quarter of 2017, modifies the ~~stockholders~~consolidated total leverage ratio covenant under the Credit Agreement to (i) postpone the effective date of a previously scheduled third fiscal quarter reduction in the maximum permitted consolidated total leverage ratio from 3.50 to 1 to 3.25 to 1 until the Company’s ~~held~~2018 ~~on January 26,~~fiscal ~~2017~~year, thus keeping the ~~proposed~~maximum ~~acquisition~~permitted ~~was~~ratio ~~approved~~at by3.50 to 1 for both the ~~holders~~Company’s third and fourth fiscal quarters of ~~approximately~~2017, ~~99.23%~~and (ii) temporarily suspend the applicability of an existing 15% limit on the ~~shares~~amount of ~~common~~certain ~~stock~~expenses, including acquisition, integration and restructuring expenses, that may be added back when calculating Consolidated EBITDA for purposes of ~~the~~financial ~~Company~~covenant ~~present~~compliance infor ~~person~~both orthe byCompany’s ~~proxy~~third and ~~entitled~~fourth tofiscal ~~vote~~quarters ~~thereon.~~of 2017.

OnThe ~~July 17,~~other ~~2017,~~substantive ~~following~~provisions ~~discussions~~of ~~with~~ the ~~Committee~~Credit onAgreement ~~Foreign~~were ~~Investment~~not ~~in the United States (“CFIUS”), the parties agreed to withdraw and re-file their joint voluntary notice to CFIUS under the Defense Production Act of 1950, as~~ amended, toor ~~allow~~modified ~~more~~by ~~time for review and discussion with CFIUS in connection with~~ the ~~proposed acquisition~~Amendment. ~~Once CFIUS accepts the joint voluntary notice, it will commence a new 30-day review period, which may be followed by a 45-day investigation period.~~

~~Brocade~~The ~~and Broadcom~~foregoing ~~have~~summary ~~been~~of ~~and~~the ~~will~~Amendment ~~continue~~is toqualified bein ~~actively~~its ~~engaged~~entirety ~~with~~by ~~CFIUS~~reference ~~during~~to ~~its~~the ~~review~~text of the ~~proposed~~Amendment ~~acquisition.~~filed ~~There~~as ~~can~~Exhibit be10.1 noto ~~assurances,~~this ~~however,~~Form ~~that~~8-K ~~CFIUS~~and ~~will~~incorporated ~~ultimately~~by ~~agree~~reference ~~that the parties may proceed with the proposed acquisition~~herein.

~~Under~~Item the terms of the Merger Agreement and the previous extension reported by the Company on April 27, 2017, under certain specified conditions, if the proposed acquisition has not been completed on or before August 1, 2017 (such date, as may be extended, the “End Date”), either the Company or LSI may terminate the Merger Agreement unless the other party elects to extend the End Date2.05. OnCosts ~~July 17,~~Associated ~~2017, in accordance~~ with ~~the~~Exit ~~Merger Agreement, the Company and LSI elected to extend the End Date to November 1, 2017. No other provisions~~ of ~~the~~Disposal ~~Merger Agreement were otherwise amended or waived, and the Merger Agreement remains in full force and effect~~Activities.

~~Brocade~~On ~~and~~August ~~Broadcom~~11, ~~remain~~2017, ~~fully~~the ~~committed~~Board toof ~~the~~Directors ~~proposed~~of ~~acquisition~~the ~~and will~~Company ~~continue~~approved toa ~~work~~workforce ~~diligently~~reduction ~~and~~plan ~~cooperatively~~intended to ~~close~~facilitate the ~~proposed~~exit ~~acquisition.~~of ~~The~~personnel ~~closing~~resources ofdeemed non-essential to the ~~proposed~~business ~~acquisition~~of ~~remains~~the ~~subject~~Company todue ~~other~~primarily ~~conditions,~~to ~~including~~(i) the ~~receipt~~divestiture of ~~antitrust~~certain ~~regulatory~~software ~~approval~~product lines in ~~China.~~the Atthird ~~this~~and ~~time,~~fourth ~~the parties~~fiscal ~~have~~quarters ~~obtained~~of ~~antitrust~~2017 ~~regulatory~~and ~~approval~~(ii) oran ~~clearance~~internal ~~for~~realignment ~~the~~of ~~proposed~~sales ~~acquisition~~resources. The workforce reduction plan impacts approximately 230 notified employees in the United States, who are expected to exit the ~~European~~Company ~~Union~~during the Company’s fourth fiscal quarter of 2017. The Company expects to incur aggregate charges of approximately $23 to $26 million in its fourth fiscal quarter of 2017 for severance and ~~Japan,~~other employee termination costs associated with the ~~only~~workforce ~~other~~reduction ~~jurisdictions~~plan. ~~for~~All ~~which~~of ~~antitrust~~these ~~regulatory~~charges ~~approval~~are orexpected ~~clearance~~to isresult ain ~~closing condition~~cash expenditures. The Company's ~~presently~~headcount ~~expects~~as ~~the~~of ~~proposed~~August ~~acquisition~~11, to2017, beexcluding ~~completed~~the ~~during~~notified ~~its~~employees ~~fourth~~and employees associated with the fiscal fourth quarter ~~ending~~software ~~October 28~~divestitures, ~~2017.~~was approximately 4,600.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.



Exhibit Number	Exhibit Description
10.1	Amendment No. 1 to Credit Agreement, dated August 11, 2017, among Brocade Communications Systems, Inc., Wells Fargo Bank, National Association, and the other lenders party thereto

Legal Notice Regarding Forward-Looking Statements

This communication, and any documents to which the Company refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s current expectations or beliefs concerning future events, including but not limited to the expected completion and timing of the proposed transaction and other information relating to the proposed transaction. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “target,” “seek,” “may,” “will,” “could,” “should,” “would,” “assuming” and similar expressions are intended to identify forward-looking statements. You should read any such forward-looking statements carefully, as they involve a number of risks, uncertainties and assumptions that may cause actual results to differ significantly from those projected or contemplated in any such forward-looking statement. Those risks, uncertainties and assumptions include, (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the Company’s common stock, (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the outcome of any legal proceedings that have been or may be instituted against the Company related to the Merger Agreement or the proposed transaction, and (v) other risks described in the Company’s filings with the SEC, such as its Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. Except as required by applicable law or regulation, the Company does not assume any obligation to update any such forward-looking statements whether as the result of new developments or otherwise.

SIGNATURES

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

BROCADE COMMUNICATIONS SYSTEMS, INC. By: /s/ Ellen A. O’Donnell Ellen A. O’Donnell Senior Vice President, General Counsel and Corporate Secretary



	BROCADE COMMUNICATIONS SYSTEMS, INC.

Date: August 15, 2017	By:	/s/ Ellen A. O’Donnell
		Ellen A. O’Donnell
		Senior Vice President, General Counsel and Corporate Secretary

Date: July 18, 2017

Filing Compare · BROCADE COMMUNICATIONS SYSTEMS INC