UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

July 29, 2003
Date of Report (Date of earliest event reported)
JNI Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-27755		33-0740004
(Commission File Number)		(IRS Employer Identification No.)
10945 Vista Sorrento Parkway, San Diego, CA 92130
(address of principal executive offices) (Zip Code)
858-523-7000
(Registrant’s telephone number, including area code)

Date of Report (Date of earliest event reported): August 28, 2003

JNI Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-27755		33-0740004
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

10945 Vista Sorrento Parkway San Diego, California		92130
(Address of principal executive offices)		(Zip Code)

(858) 523-7000
(Registrant’s telephone number, including area code)

Item 5. Other Events.

On August 28, 2003, JNI Corporation, a Delaware corporation (“JNI”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Applied Micro Circuits Corporation, a Delaware corporation (“AMCC”), and Azure Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of AMCC (“Merger Sub”), pursuant to which Merger Sub will merge with and into JNI, with JNI being the surviving corporation (the “Merger”). The Merger is conditioned upon approval by holders of a majority of JNI common stock, as well as other customary closing conditions and regulatory approvals. All of the directors and certain of the executive officers have signed agreements to vote their shares in favor of the transaction at a special stockholders meeting to vote on the transaction. The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

JNI and AMCC issued a joint press release dated August 28, 2003, which is filed as Exhibit 99.1 hereto and incorporated herein by reference, announcing the execution of the Merger Agreement.

Item 7. Financial Statements and Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger by and among Applied Micro Circuits Corporation, Azure Acquisition Corp. and JNI Corporation, dated as of August 28, 2003
99.1		~~July~~Joint ~~29, 2003~~ Press Release bydated ~~JNI~~August ~~Corporation~~28, 2003
99.2		Form of Voting Agreement between Applied Micro Circuits Corporation and certain affiliates of JNI Corporation, dated as of August 28, 2003

~~Item 12. Results of Operations and financial Condition~~2

In accordance with Securities and Exchange Commission Release No. 33-8216, the following information is being furnished under Item 12, “Results of Operations and Financial Condition.” The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by JNI Corporation (the “Company”) whether before or after the date hereof, regardless of any general incorporation language in such filing.SIGNATURES

OnPursuant ~~July~~to ~~29,~~the ~~2003,~~requirements of the ~~Company~~Securities Exchange ~~issued~~Act aof ~~press~~1934, ~~release regarding~~ the ~~Company’s~~Registrant ~~financial~~has ~~results~~duly ~~for~~caused ~~the~~this ~~fiscal~~report ~~quarter~~to ~~ended~~be ~~June 30,~~signed ~~2003. The~~on ~~full~~its ~~text~~behalf ofby the ~~Company’s press~~undersigned ~~release~~hereunto isduly ~~attached hereto as Exhibit 99~~authorized.1.

Certain of the information set forth in the press release, including operating expenses excluding lease charges and net loss excluding lease charges, may be considered non-GAAP financial measures. The Company believes this information is useful to investors because it provides a basis for measuring the Company’s available capital resources and the operating performance of the Company’s business and the Company’s cash flow excluding non-recurring items that would normally be included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. The Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s operating performance and capital resources. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as reported by the Company may not be comparable to similarly titled amounts reported by other companies.

	JNI Corporation

Date: August 29, 2003
	By:	/s/ Russell Stern
		Russell Stern
		President and Chief Executive Officer

~~SIGNATURES~~EXHIBIT INDEX

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.

EXHIBIT		DESCRIPTION

2.1		Agreement and Plan of Merger by and among Applied Micro Circuits Corporation, Azure Acquisition Corp. and JNI Corporation, dated as of August 28, 2003

99.1		Joint Press Release dated August 28, 2003

99.2		Form of Voting Agreement between Applied Micro Circuits Corporation and certain affiliates of JNI Corporation, dated as of August 28, 2003

	JNI Corporation
Date: July 29, 2003	By	/s/ Paul Kim
		Paul Kim
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		July 29, 2003 Press Release by JNI Corporation

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