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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-8
 REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
 
 EMULEX CORPORATION
 (Exact Name of Registrant as Specified in its Charter)
 Delaware(State or Other Jurisdiction of 
Incorporation or Organization)
    
    51-0300558(IRS Employer
Identification No.)3333 Susan Street 
Costa Mesa, California(Address of Principal Executive Offices)
    
    92626(Zip Code)
 EMULEX CORPORATION EMPLOYEE STOCK PURCHASE PLAN  (Full Title of the Plan)
 JAMES
M. MCCLUNEY
Chief Executive Officer and President
EMULEX CORPORATION    (Name and Address of Agent for Service)
 (Telephone number, including area code, of agent for service)
 
  RANDALL G. WICK 
Senior Vice President and General Counsel 
EMULEX CORPORATION
3333 Susan Street 
Costa Mesa, California 92626
(714) 662-5600
Fax: (714) 641-0172
    
    ROBERT M. STEINBERG, Esq.
JEFFER, MANGELS, BUTLER & MARMARO LLP
1900 Avenue of the Stars, Seventh Floor
Los Angeles, California 90067
(310) 203-8080
Fax: (310) 203-0567
  Large accelerated filer þAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o CALCULATION OF REGISTRATION FEE
 Title of Securities
    
    
    Amount
    
    
    Proposed
    
    
    Proposed
    
    
    Amount ofto be
    
    
    to be
    
    
    Maximum Offering
    
    
    Maximum Aggregate
    
    
    RegistrationRegistered(1)
    
    
    Registered(1)
    
    
    Price Per Share(2)
    
    
    Offering Price(2)
    
    
    Fee(2)Common Stock, par
value $0.10 per
share, to be issued
under Employee
Stock Purchase Plan
    
    
    
    1,500,000
    
    
    
    $
    4.76
    
    
    
    $
    7,140,000.00
    
    
    
    $
    280.61
 (1)
    
    Pursuant to Rule 416(a), also covers additional securities that may be offered as a result of
stock splits, stock dividends or similar transactions. Registered securities include attached
preferred stock purchase rights issuable pursuant to the Registrants existing Rights Plan.(2)
    
    Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the total registration fee. Fee calculation is
based on the average of the high and low prices for the Registrants common stock as reported
on the New York Stock Exchange on March 10, 2009.




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TABLE OF CONTENTS  PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENTItem 3. Incorporation of Documents by ReferenceItem 4. Description of SecuritiesItem 5. Interests of Named Experts and CounselItem 6. Indemnification of Directors and Officers.Item 7. Exemption from Registration ClaimedItem 8. ExhibitsItem 9. UndertakingsSIGNATURESINDEX TO EXHIBITSEX-5.1EX-23.1    Table of Contents  This Registration Statement on Form S-8 is being filed for the purpose of registering an additional
1,500,000 shares of Common Stock that may be issued pursuant to the Emulex Corporation Employee
Stock Purchase Plan. Pursuant to General Instruction E of Form S-8, the Registration Statements on
Form S-8 previously filed with the Commission relating to the Emulex Corporation Employee Stock
Purchase Plan Registration Statement No. 333-52842 filed December 28, 2000, Registration Statement
No. 333-100514 filed October 11, 2002, and Registration Statement No. 33-120837 filed November 30,
2004) are incorporated by reference except as revised herein.
 
 PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Item 3. Incorporation of Documents by Reference
       
 Item 4. Description of Securities
  
 Item 5. Interests of Named Experts and Counsel
  
 Item 6. Indemnification of Directors and Officers.




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Item 7. Exemption from Registration Claimed
  
 Item 8. Exhibits
  
 Item 9. Undertakings




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SIGNATURES
 th
 EMULEX CORPORATIONBy:
    /s/ James M. McCluneyJames M. McCluney, Chief Executive Officer and President POWER OF ATTORNEY
   SIGNATURE
    
    TITLE
    
    DATE/s/ James M. McCluney

JAMES M. MCCLUNEY
    
    Chief Executive Officer,
President and Director
(Principal Executive
Officer)
    
    March 12, 2009/s/ Paul F. Folino

PAUL F. FOLINO
    
    Executive Chairman of the
Board and Director
    
    March 12, 2009/s/ Fred B. Cox

FRED B. COX
    
    Chairman Emeritus of the
Board and Director
    
    March 12, 2009/s/ Michael J. Rockenbach

MICHAEL J. ROCKENBACH
    
    Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
    
    March 12, 2009




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SIGNATURE
    
    TITLE
    
    DATE/s/ Michael P. Downey

MICHAEL P. DOWNEY
    
    Director
    
    March 12, 2009/s/ Bruce C. Edwards

BRUCE C. EDWARDS
    
    Director
    
    March 12, 2009/s/ Robert H. Goon

ROBERT H. GOON
    
    Director
    
    March 12, 2009/s/ Don M. Lyle

DON M. LYLE
    
    Director
    
    March 12, 2009/s/ Dean A. Yoost

DEAN A. YOOST
    
    Director
    
    March 12, 2009




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INDEX TO EXHIBITS
 ExhibitNumber
    
    Description5.1
    
    Opinion of Jeffer, Mangels, Butler & Marmaro LLP as to legality of securities being registered.23.1
    
    Consent of Independent Registered Public Accounting Firm.23.2
    
    Consent of Jeffer, Mangels, Butler & Marmaro LLP (reference is made to Exhibit 5.1).24.1
    
    Power of Attorney (contained on page II-2).99.1
    
    Emulex Corporation Employee Stock Purchase Plan, as amended (incorporated by reference to
Appendix A to the Registrants Schedule 14A filed on October 13, 2008).