<PAGE>   1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 2000

                                                     REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                  FORM S-8/S-3

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                               VIXEL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                   DELAWARE                                      84-1176506
           (STATE OF INCORPORATION)                           (I.R.S. EMPLOYER
                                                           IDENTIFICATION NUMBER)
</TABLE>

                        11911 NORTH CREEK PARKWAY SOUTH
                           BOTHELL, WASHINGTON 98011
                                 (425) 806-5509
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                            ------------------------

                     2000 NON-OFFICER EQUITY INCENTIVE PLAN
                           (FULL TITLE OF THE PLANS)

                            ------------------------

                               JAMES M. MCCLUNEY
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               VIXEL CORPORATION
                        11911 NORTH CREEK PARKWAY SOUTH
                           BOTHELL, WASHINGTON 98011
                                 (425) 806-5509
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                   COPIES TO:

                            GREGORY B. ABBOTT, ESQ.
                             JEFFRY A. SHELBY, ESQ.
                               COOLEY GODWARD LLP
                              5200 CARILLON POINT
                            KIRKLAND, WA 98033-7356
                                 (425) 893-7700
                            ------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                                      <C>               <C>                  <C>                  <C>
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                                                            PROPOSED MAXIMUM     PROPOSED MAXIMUM
          TITLE OF SECURITIES               AMOUNT TO        OFFERING PRICE          AGGREGATE          AMOUNT OF
           TO BE REGISTERED               BE REGISTERED         PER SHARE         OFFERING PRICE     REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Common Stock, $.00015 par value, to be
issued under the 2000 Non-Officer
Equity Incentive Plan..................     1,900,000          $8.5625(1)           $16,268,750           $4,295
---------------------------------------------------------------------------------------------------------------------
Common Stock, $.00015 par value........     1,619,688          $8.5625(1)           $13,868,579           $3,662
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(h). The price per share is estimated
    to be $8.5625 based on the average of the high and low sales prices of the
    Company's Common Stock as reported on the Nasdaq Stock Market for June 2,
    2000.

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<PAGE>   2

PROSPECTUS

                                1,619,688 Shares

                               VIXEL CORPORATION

                                  Common Stock

                           -------------------------

     This prospectus relates to 1,619,688 shares of the Common Stock of Vixel
Corporation, a Delaware corporation, which may be offered from time to time by
selling stockholders identified on page 13 (collectively, the "selling
stockholders") for their own accounts. It is anticipated that the selling
stockholders will offer shares for sale at prevailing prices in the Nasdaq
National Market on the date of sale. We will receive no part of the proceeds
from sales made hereunder. The selling stockholders will bear all sales
commissions and similar expenses. Any other expenses incurred by us in
connection with the registration and offering and not borne by the selling
stockholders will be borne by us. None of the shares offered pursuant to this
prospectus have been registered prior to the filing of the Registration
Statement of which this prospectus is a part.

                           -------------------------

     Each selling stockholder and any broker executing selling orders on behalf
of such selling stockholder may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.

     Our Common Stock is listed for quotation on the Nasdaq National Market
under the symbol "VIXL." On June 8, 2000, the last reported sale price of our
Common Stock on the Nasdaq National Market was $8.9375 per share.

                           -------------------------

  SEE "RISK FACTORS" BEGINNING ON PAGE 2 TO READ ABOUT CERTAIN RISKS THAT YOU
           SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.

                           -------------------------
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.

                           -------------------------

                  The date of this prospectus is June 9, 2000
<PAGE>   3

     You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with different or additional
information. This prospectus is not an offer to sell nor is it seeking an offer
to buy shares of our common stock in any jurisdiction where the offer or sale is
not permitted. The information contained in this prospectus is correct only as
of the date of this prospectus, regardless of the time of the delivery of this
prospectus or any sale of our common stock. We may amend or supplement this
prospectus from time to time to update the disclosure set forth herein

                           FORWARD-LOOKING STATEMENTS

     This document contains forward-looking statements that involve risk and
uncertainties. The statements contained in this report that are not purely
historical are forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or
"continue," the negative of such terms or other comparable terminology. These
statements are only predictions. Actual events or results may differ materially.

     Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of the forward-looking
statements. We are under no duty to update any of the forward-looking statements
after the date hereof to conform such statements to actual results or to changes
in our expectations.

                                  ABOUT VIXEL

     We are a leading provider, based on revenue and units and number of ports
shipped, of comprehensive solutions in storage area networks, or SANs. SANs are
networks that are specifically designed to interconnect computer systems and
data storage devices. Our comprehensive SAN interconnect solutions consist of a
variety of products that connect computers to data storage devices in a network
configuration. Our products utilize the Fibre Channel protocol, which is an
American National Standards Institute, or ANSI, defined standard for the
transfer of information between computers and storage devices. Our Fibre Channel
product portfolio consists of our SAN systems, which include our SAN management
software and our switches and hubs, and other components, which include our
transceivers. Our products enable data storage devices to connect to one or more
computer systems and facilitate the reliable exchange of large amounts of data
at high speeds. Our products are fully interoperable and designed to perform in
concert so that customers can easily deploy a range of SAN configurations, from
simple point-to-point connections to more complex high-performance networks. By
offering and supporting the key components necessary to connect servers and
storage, we enable our customers to turn to one vendor for their SAN
interconnect needs.

     We incorporated in Colorado in June 1991 under the name Photonics Research
Incorporated and initially developed fiber optic components for data
communications and related applications. In February 1995, we reincorporated in
Delaware and changed our name to Vixel Corporation. In the first quarter of
1996, we acquired the Fibre Channel hub and transceiver product lines from
Western Digital Corporation. In 1997 we began developing our SAN InSite software
to manage our SAN interconnect solutions. In the first quarter of 1998, we
acquired Arcxel Technologies, Inc., a developer of Fibre Channel switches. In
early 1998, we sold our laser diode fabrication facility and gigabit Ethernet
transceiver product line to Cielo Communications, Inc., and have since been
focused exclusively on designing, developing and marketing our Fibre Channel SAN
interconnect solutions. Our principal executive offices are located at 11911
North Creek Parkway South, Bothell, Washington 98011. Our telephone number at
that location is (425) 806-5509.

                                        1
<PAGE>   4

                                  RISK FACTORS

     Prospective investors in the shares of common stock offered hereby should
carefully consider the following risk factors, in addition to the other
information contained in this prospectus or in documents incorporated by
reference herein. The risk factors set forth herein reflect those risks known to
our management as of the date of the filing of this registration statement on
form S-8/S-3, and which management believes could be material to our business,
operating results and financial condition. Such factors may change over time and
may differ materially from the risk factors listed herein. Prospective investors
are cautioned to review in addition to the risk factors set forth herein, the
risk factors contained in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in our most recent annual report
on Form 10-K and quarterly report on Form 10Q, as well as the additional
information contained in such reports and our other filings under the Exchange
Act.

WE HAVE INCURRED SIGNIFICANT LOSSES SINCE OUR INCEPTION, WE EXPECT FUTURE
LOSSES, AND WE MAY NOT BECOME PROFITABLE.

     We have incurred significant losses since inception and expect to incur
losses in the future. We cannot be certain that we ever will realize sufficient
revenue to achieve profitability. We expect to incur significant product
development, sales and marketing and administrative expenses, and we will need
to generate significant revenue to achieve and maintain profitability. Even if
we do achieve profitability, we may not be able to sustain or increase
profitability.

OUR OPERATING RESULTS ARE DIFFICULT TO FORECAST, MAY FLUCTUATE ON A QUARTERLY
BASIS AND MAY BE ADVERSELY AFFECTED BY MANY FACTORS, WHICH MAY RESULT IN
VOLATILITY IN OUR STOCK PRICE.

     Our revenue and results of operations have varied on a quarterly basis in
the past and may vary significantly in the future due to a number of factors,
many of which may cause our stock price to fluctuate. Some of the factors that
could affect our operating results include:

     - the size, timing, terms and fluctuations of customer orders, particularly
       large orders from a limited number of OEMs;

     - our ability to attain and maintain sufficient reliability levels for our
       SAN interconnect products;

     - the timing of the introduction or enhancement of products by us, our OEMs
       and our competitors;

     - decreases in the prices at which we can sell our products;

     - the mix of products sold, as our switches and hubs typically have higher
       margins than our transceivers, and the mix of distribution channels
       through which our products are sold; and

     - the ability of our contract manufacturers to produce and distribute our
       products in a timely fashion.

     As a result of these and other factors, we believe that period to period
comparisons of our operating results should not be relied upon as an indicator
of our future performance. It is likely that in some future period our operating
results will be below your expectations or those of public market analysts.

                                        2
<PAGE>   5

A COMPONENT IN OUR TRANSCEIVERS HAS EXPERIENCED AN ABNORMALLY HIGH FAILURE RATE
WHICH HAS ADVERSELY AFFECTED AND COULD IN THE FUTURE AFFECT OUR SALES.

     Our GBIC transceivers manufactured prior to March 1999, and our GLM
transceivers manufactured prior to September 1999, incorporate a compact disk,
or CD, laser manufactured by a third party. We have observed, and some customers
have confirmed, that in certain applications our GBIC and GLM transceivers
manufactured prior to March 1998 that incorporate this CD laser have experienced
an abnormally high failure rate. Although we recorded a warranty reserve as a
result of these problems, there is a risk that this reserve will be inadequate
to implement a remedy that is satisfactory to our customers. Claims against us
in excess of the amount of our reserves could have a material adverse effect on
our business and financial condition. Partially as a result of this problem,
some of our customers have stopped or significantly reduced their purchases of
our transceiver products, which has resulted in a significant decrease in our
transceiver revenue. In addition, if we are unable to resolve this matter to our
customers' satisfaction, or if failure rates in transceiver products increase,
our reputation and relationships with current and prospective customers could be
damaged and adversely affect the sales of all of our products.

OUR OEMS HAVE UNPREDICTABLE ORDER PATTERNS WHICH MAY CAUSE OUR REVENUE TO VARY
SIGNIFICANTLY FROM PERIOD TO PERIOD.

     Our OEMs tend to order sporadically, and their purchases can vary
significantly from quarter to quarter. Our OEMs generally forecast expected
purchases in advance, but frequently do not order as expected and tend to place
purchase orders only shortly before the scheduled delivery date. We plan our
operating expenses based on revenue projections derived from our OEMs'
forecasts. Because most of our expenses are fixed in the short term or incurred
in advance of anticipated revenue, we may not be able to decrease our expenses
in a timely manner to offset any unexpected shortfall in revenue. These order
habits cause our backlog to fluctuate significantly. Moreover, our backlog is
not necessarily indicative of actual sales for any succeeding period, as orders
are subject to cancellation or delay by our OEMs with limited or no penalty.
Also, we typically generate a large percentage of our quarterly revenue in the
last month of the quarter.

THE LOSS OF ONE OR MORE KEY CUSTOMERS COULD SIGNIFICANTLY REDUCE OUR REVENUE.

     Our success will depend on our continued ability to develop and manage
relationships with significant OEMs and resellers, as well as on the sales
efforts and success of these customers. Historically, our four largest customers
in each period have represented over 50% of our total revenue. Although we are
attempting to expand our base of OEMs and resellers, most of our future revenue
may come from a small number of customers.

     Our agreements with our customers do not provide any assurance of future
sales to those customers. For example:

     - our OEMs and resellers can stop purchasing and marketing our products at
       any time;

     - our OEM and reseller agreements are not exclusive and contain no renewal
       obligation; and

     - our OEM and reseller agreements do not require minimum purchases.

     We cannot be certain that we will retain our current OEMs and resellers or
that we will be able to recruit additional or replacement customers. Many of our
OEMs and resellers carry or utilize competing product lines. If we were to lose
one or more OEMs or resellers to a competitor, our business, results of
operations and financial condition could be significantly harmed.

                                        3
<PAGE>   6

OUR SUCCESS IS DEPENDENT UPON ACCEPTANCE OF FIBRE CHANNEL TECHNOLOGY AND THE
GROWTH OF THE EMERGING SAN MARKET.

     Our SAN InSite management software, switches, hubs and transceivers are
used exclusively in SANs. Accordingly, widespread adoption of SANs is critical
to our future success. The market for SANs and related software, switches, hubs
and transceivers has begun to develop only recently and is evolving rapidly.
Because this market is new, it is difficult to predict its potential size or
future growth rate. SANs are often implemented in connection with deployment of
new storage systems and servers. Potential end-user customers that have invested
substantial resources in their existing data storage and management systems may
be reluctant or slow to adopt a new approach, such as SANs. Our success in
generating revenue in this emerging SAN market will depend on, among other
things, our ability to:

     - demonstrate the benefits of SANs and our SAN InSite management software,
       switch, hub and transceiver products to OEMs, resellers and end-users;

     - develop, maintain and build relationships with leading OEMs and
       resellers; and

     - accurately predict the direction of industry standards and base our
       products on those industry standards.

     Our failure to do any of these activities would adversely affect our
ability to successfully compete in the emerging SAN market.

BECAUSE A SIGNIFICANT PORTION OF OUR REVENUE IS DERIVED FROM SALES OF
ENTRY-LEVEL HUBS AND TRANSCEIVERS, WE ARE DEPENDENT ON CONTINUED WIDESPREAD
MARKET ACCEPTANCE OF THESE PRODUCTS.

     We currently derive a significant portion of our revenue from sales of our
entry-level hubs and transceivers. Although we anticipate our transceiver
revenue will continue to decline, we expect that revenue from our entry level
hubs and transceivers will continue to account for a substantial portion of our
total revenue for the foreseeable future. If the market does not continue to
accept our entry-level hubs and transceivers, our revenue will decline
significantly. Factors that may affect the market acceptance of our products
include the continued growth of the market for SAN interconnect products, the
performance, price and total cost of ownership of our products, the
availability, functionality and price of competing products and technologies,
and the success and development of our OEMs and resellers. Many of these factors
are beyond our control.

WE EXPECT THAT A GROWING PERCENTAGE OF OUR FUTURE REVENUE WILL BE DERIVED FROM
OUR SWITCH AND MANAGED HUB PRODUCTS AND OUR SAN MANAGEMENT SOFTWARE PRODUCTS,
AND OUR SUCCESS WILL DEPEND ON WIDESPREAD ACCEPTANCE OF THESE PRODUCTS.

     Our future success depends upon our ability to address the rapidly changing
needs of our customers by developing and introducing high-quality,
cost-effective products as well as product enhancements and services on a timely
basis and by keeping pace with technological developments and emerging industry
standards. If we do not successfully develop, introduce and market new products,
especially our switch and managed hub products, our revenue may decline. In
particular, our future revenue growth will depend on the success of new product
launches of our switch and software products and success of our current switch
and managed hub products. In addition, as we introduce new or enhanced products,
we will have to manage successfully the transition from older products in order
to minimize disruption in our customers' ordering patterns, avoid excessive
levels of older product inventories and ensure that enough supplies of new
products can be delivered to meet

                                        4
<PAGE>   7

our customers' demands. To the extent customers defer or cancel orders in
expectation of new product releases, any delay in development or introduction of
new products could cause our operating results to suffer.

COMPETITION IN OUR MARKETS MAY LEAD TO REDUCED PRICES AND SALES OF OUR PRODUCTS,
INCREASED LOSSES AND REDUCED MARKET SHARE.

     The markets for SAN interconnect products are highly competitive. Our
current competitors include a number of domestic and international companies,
many of which have substantially greater financial, technical, marketing and
distribution resources than we have. We expect that more companies, including
our customers, may enter the market for SAN interconnect products. We may not be
able to compete successfully against either current or future competitors.
Increased competition could result in significant price erosion, reduced
revenue, lower margins or loss of market share, any of which would have a
material adverse effect on our business, results of operations and financial
condition.

     For switch sales, we compete primarily with Ancor Communications, Brocade
Communications and McDATA. For hub sales, we compete primarily with Emulex
Corporation and Gadzoox Networks. For transceiver sales, we compete primarily
with Finisar, Hewlett-Packard and IBM. Although we do not believe that any other
vendor offers comprehensive SAN interconnect management software that directly
competes with ours, other vendors, such as Brocade and Gadzoox, provide single
point-device managers for either switch or hub products, but not across multiple
interconnect devices, including switches, hubs and transceivers. Our competitors
continue to introduce improved products with lower prices, and we will have to
do the same to remain competitive. Furthermore, larger companies in other
related industries or our customers may develop or acquire technologies and
apply their significant resources, including their distribution channels and
brand recognition, to capture significant SAN market share. Therefore, we may
not be able to compete successfully in the SAN market.

OUR FAILURE TO ENHANCE OUR EXISTING PRODUCTS AND INTRODUCE NEW PRODUCTS ON A
TIMELY BASIS COULD CAUSE OUR REVENUE TO FALL.

     Given the product life cycles in the markets for our products, any delay or
unanticipated difficulty associated with new product introductions or product
enhancements could significantly harm our business, results of operations and
financial condition. Product development delays may cause our revenue to
decrease and the price of our stock to fall. We may not be able to develop,
manufacture and market new products or product enhancements in a timely manner
that achieve market acceptance. We also may not be able to develop the
underlying core technologies necessary to create new products and enhancements,
or to license these technologies from third parties. Product development delays
may result from numerous factors, including:

     - changing OEM product specifications;

     - difficulties in hiring and retaining necessary personnel;

     - difficulties in reallocating engineering resources and overcoming
       resource limitations;

     - difficulties with independent contractors;

     - changing market or competitive product requirements; and

     - unanticipated engineering complexities.

                                        5
<PAGE>   8

THE SALES CYCLE FOR OUR PRODUCTS IS LONG AND WE MAY INCUR SUBSTANTIAL
NON-RECOVERABLE EXPENSES AND DEVOTE SIGNIFICANT RESOURCES TO SALES THAT DO NOT
OCCUR WHEN ANTICIPATED OR AT ALL.

     OEMs and resellers typically conduct significant evaluation, testing,
implementation and acceptance procedures before they begin to market and sell
new solutions that include our products. This evaluation process is lengthy and
may range from six months to one year or more. This process is complex and may
require significant sales, marketing and management efforts on our part. This
process becomes more complex as we simultaneously qualify our products with
multiple customers. As a result, we may expend significant resources to develop
customer relationships before we recognize any revenue from these relationships.

FAILURE TO MANAGE OUR OEM AND RESELLER RELATIONSHIPS AND EXPAND OUR DISTRIBUTION
CHANNELS COULD SIGNIFICANTLY REDUCE OUR REVENUE.

     We rely on OEMs and resellers to distribute and sell our products. Our
success depends substantially on our ability to initiate, manage and expand our
relationships with OEMs, our ability to attract additional resellers and the
sales efforts of these OEMs and resellers. Our failure to manage and expand our
relationships with OEMs and resellers, or their failure to market our products
effectively, could substantially reduce our revenue and seriously harm our
business.

ANY FAILURE BY US TO SUCCESSFULLY EXECUTE OUR DISTRIBUTION STRATEGY WILL
NEGATIVELY IMPACT OUR REVENUE.

     Our distribution strategy focuses primarily on developing and expanding
indirect distribution channels through OEMs and resellers, as well as expanding
our field sales organization. Our failure to execute this strategy successfully
could limit our ability to grow or sustain revenue. Furthermore, as we expand
our sales to resellers, we may increase our selling costs as these parties
generally require a higher level of customer support than our OEMs. If we fail
to develop and cultivate relationships with significant resellers, or if these
resellers are not successful in their sales efforts, sales of our products may
decrease and our operating results would suffer. Many of our resellers also sell
products that compete with our products. We cannot assure you that our resellers
will market our products effectively or continue to devote the resources
necessary to provide us with effective sales, marketing and technical support.
Our failure to successfully manage our reseller relationships or their failure
to sell our products could reduce our revenue.

     In order to support and develop opportunities for our indirect distribution
channels, we plan to expand our field sales and support staff significantly. We
cannot assure you that this expansion will be successfully completed, that the
cost of this expansion will not exceed the incremental revenue generated or that
our expanded field sales and support staff will be able to compete successfully
against the significantly more extensive and well-funded sales and marketing
operations of many of our current or potential competitors. Our inability to
effectively establish our distribution channels or manage the expansion of our
field sales and support staff would have a material adverse effect on our
ability to increase revenue.

THE LOSS OF K*TEC, THE FAILURE TO FORECAST ACCURATELY DEMAND FOR OUR PRODUCTS OR
TO MANAGE SUCCESSFULLY OUR RELATIONSHIP WITH K*TEC WOULD NEGATIVELY AFFECT OUR
BUSINESS.

     We rely on K*TEC Electronics, a division of Kent Electronics, an outside
contract manufacturing firm, to manufacture, store and ship our products. We
share K*TEC's manufacturing capacity with numerous companies whose manufacturing
needs may conflict with ours. If K*TEC is

                                        6
<PAGE>   9

unable or unwilling to complete production runs for us in the future, or
experiences any significant delays in completing production runs or shipping our
products, the manufacturing and sale of our products would be temporarily
suspended. We have in the past experienced delivery problems based on capacity
constraints for production test and material supply. If our product volume
requirements increase, we may find it necessary to augment our manufacturing
capacity by exploring new subcontract manufacturers. We may not be successful in
finding qualified manufacturers that meet our needs. An interruption in supply
of our products, or additional costs incurred to qualify and shift production to
an alternative manufacturing facility, would significantly harm our business,
results of operations and financial condition.

     K*TEC is not obligated to supply products for us, except as may be provided
in a particular purchase order that K*TEC has accepted. We place purchase orders
with K*TEC based on periodic forecasts. While most of the materials used in our
products are standard products, some are proprietary and/or sole-source and
require extended lead times. Our business will be adversely affected if we are
unable to accurately forecast demand for our products and manufacturing capacity
or if materials are not available at K*TEC to meet the demand. Lead times for
materials and components vary significantly and depend on the specific supplier,
contract terms and demand for a component at a given time. We also may
experience shortages of components from time to time, which could delay the
manufacture of our products.

     We plan to regularly introduce new products and product enhancements, which
will require that we coordinate our efforts with K*TEC to rapidly achieve volume
production. If we do not effectively manage our relationship with K*TEC, or if
K*TEC experiences delays, disruptions, capacity constraints or quality control
problems in its manufacturing operations, our ability to ship products to our
customers could be delayed and our competitive position and reputation could be
harmed. Qualifying a new contract manufacturer and commencing volume production
is expensive and time consuming. If we are required to or choose to change
contract manufacturers, we may lose revenue and damage our customer
relationships.

WE MAY LOSE SALES IF OUR SOLE SOURCE SUPPLIERS FAIL TO MEET OUR NEEDS.

     We currently purchase several key components from single sources. We depend
on single sources for our card guides, our VCSELs, our application specific
integrated circuits, or ASICs, and our microprocessors. VCSELs are laser
components that maintain a high quality signal and consume a low amount of
power. ASICs are custom designed computer chips that perform specific functions
very efficiently. In addition, we license a software from a third party that is
incorporated into our switches and hubs. If we cannot supply products due to a
lack of components, or are unable to redesign products with other components in
a timely manner, our business, results of operations and financial condition
would be materially adversely affected.

     We use rolling forecasts based on anticipated product orders to determine
our component requirements. Lead times for materials and components that we
order vary significantly and depend on factors such as specific supplier
requirements, contract terms and current market demand for particular
components. As a result, our component requirement forecasts may not be
accurate. If we overestimate our component requirements, we may have excess
inventory, which would increase our costs. If we underestimate our component
requirements, we may have inadequate inventory, which could interrupt our
manufacturing and delay delivery of our products to our customers. Any of these
occurrences would negatively impact our business and operating results.

                                        7
<PAGE>   10

A DECREASE IN THE SELLING PRICES OF PRODUCTS WOULD REDUCE OUR REVENUE AND GROSS
MARGINS.

     As the markets for SAN interconnect products mature, it is likely that the
average unit prices of our products will decrease in response to competitive
pricing pressures, increased sales discounts, new product introductions by us or
our competitors or other factors. If our efforts to reduce the cost of our
products through manufacturing efficiencies, design improvements and cost
reductions, as well as through increased sales of higher margin products are not
successful, our revenue and gross margins will decline, significantly harming
our operating results and financial condition which may cause our stock price to
drop.

UNDETECTED SOFTWARE OR HARDWARE DEFECTS COULD INCREASE OUR COSTS AND REDUCE OUR
REVENUE.

     SAN interconnect products frequently contain undetected software or
hardware defects when first introduced or as new versions are released. Our
products are complex and problems may be found from time to time in our
existing, new or enhanced products. Our products incorporate components
manufactured by third parties. We have in the past experienced difficulties with
quality and reliability of components obtained from third parties and we could
experience similar problems in the future. In addition, our products are
integrated with products from other vendors. As a result, when problems occur,
it may be difficult to identify the source of the problem. These problems may
cause us to incur significant warranty and repair costs, divert the attention of
our engineering personnel from our product development efforts and cause
significant customer relations problems.

IF WE FAIL TO SUCCESSFULLY DEVELOP THE VIXEL BRAND, OUR REVENUE MAY NOT GROW AND
OUR STOCK PRICE MAY FALL.

     We believe that establishing and maintaining the Vixel brand is a critical
aspect of our efforts to maintain and develop strategic OEM and reseller
relationships, and that the importance of brand recognition will increase due to
the growing number of vendors of SAN interconnect products. Our failure to
successfully develop our brand may prevent us from growing our revenue, which
could cause the price of our stock to fall. We intend to increase our spending
on programs, including advertising campaigns and marketing events, to create and
maintain brand loyalty among our customers. If we do not generate a
corresponding increase in our revenue as a result of our branding efforts or
otherwise fail to promote our brand successfully, or if we incur excessive
expenses in an attempt to promote and maintain the Vixel brand, our business,
results of operations and financial condition may be materially adversely
affected. In addition, if our OEMs, resellers and end users of our SAN
interconnect products do not perceive our products to be of high quality, or if
we introduce new products or technologies that are not accepted by the market,
the value of the Vixel brand will decline and our business will suffer.

OUR MANAGEMENT TEAM IS NEW AND MAY NOT BE ABLE TO WORK TOGETHER SUCCESSFULLY
WHICH COULD HARM OUR BUSINESS.

     Our success depends to a significant degree upon the continued joint
contributions of our key management. Many key members of our management team
have joined us only recently. Because of the limited time in which our
management team has been working together, we cannot assure you that management
will be able to work effectively as a team.

                                        8
<PAGE>   11

IF WE LOSE KEY PERSONNEL OR ARE UNABLE TO HIRE ADDITIONAL QUALIFIED PERSONNEL,
WE MAY NOT BE SUCCESSFUL.

     We believe our future success will depend in large part upon our ability to
attract and retain highly skilled managerial, technical, sales and marketing,
finance and operations personnel. In particular, we will need to increase the
number of technical staff members with experience in high-speed networking
applications as we further develop our product line. Competition for these
highly skilled employees in our industry is intense. Our failure to attract and
retain these key employees could have a material adverse effect on our business,
results of operations and financial condition.

     We are seeking additional sales and marketing personnel. Competition for
qualified sales and marketing personnel is intense and we might not be able to
hire the kind and number of sales and marketing personnel we are targeting.
Unless we expand our sales and marketing force, we may not be able to increase
our revenue or extend our brand awareness. We also have a small customer service
and support organization and will need to increase our staff to support new OEMs
and resellers and the expanding needs of our existing customers. Hiring customer
service and support personnel is very competitive in our industry due to the
limited number of people available with the necessary technical skills and
understanding of SAN interconnect products.

     The loss of the services of any of our key employees, the inability to
attract or retain qualified personnel in the future or delays in hiring required
personnel could hinder the development and introduction of and negatively impact
our ability to sell our products. In addition, employees may leave our company
and subsequently compete against us. Moreover, companies in our industry whose
employees accept positions with competitors frequently claim that their
competitors have engaged in unfair hiring practices. We may be subject to claims
of this type in the future as we seek to hire qualified personnel and some of
these claims may result in material litigation. We could incur substantial costs
in defending ourselves against these claims, regardless of their merits.

WE HAVE EXPERIENCED A PERIOD OF GROWTH, AND IF WE ARE NOT ABLE TO SUCCESSFULLY
MANAGE THIS AND FUTURE GROWTH, OUR BUSINESS MAY SUFFER.

     We have experienced a period of growth, which has placed and continues to
place a significant strain on our resources. Unless we manage our growth
effectively, we may make mistakes in operating our business, such as inaccurate
sales forecasting, material planning and financial reporting, which may result
in fluctuations in our operating results and cause the price of our stock to
decline. We plan to continue to expand our operations significantly. This growth
will place a significant demand on our management and operational resources. In
order to manage growth effectively, we must implement and improve our
operational systems, procedures and controls on a timely basis. Our key
personnel have limited experience managing this type of growth. If we cannot
manage growth effectively, our business could suffer.

OUR PRODUCTS MUST COMPLY WITH EVOLVING INDUSTRY STANDARDS AND GOVERNMENT
REGULATIONS, AND IF WE CANNOT DEVELOP PRODUCTS THAT ARE COMPATIBLE WITH THESE
EVOLVING STANDARDS, OUR BUSINESS WILL SUFFER.

     The market for SAN products is characterized by the need to support
industry standards as they emerge, evolve and achieve acceptance. To remain
competitive, we must continue to introduce new products and product enhancements
that meet these industry standards. All components of a SAN must utilize the
same standards in order to operate together. Our products comprise only a part
of an entire SAN and we depend on the companies that provide other components,
many of which are significantly larger than we are, to support industry
standards as they evolve. The failure of these

                                        9
<PAGE>   12

providers to support these industry standards could negatively impact market
acceptance of our products.

     In addition, in the United States, our products must comply with various
regulations and standards defined by the Federal Communications Commission and
Underwriters Laboratories. Internationally, products that we develop also will
be required to comply with standards established by authorities in various
countries. Failure to comply with existing or evolving industry standards or to
obtain timely domestic or foreign regulatory approvals or certificates could
materially harm our business.

WE PLAN TO INCREASE OUR INTERNATIONAL SALES ACTIVITIES SIGNIFICANTLY, WHICH WILL
SUBJECT US TO ADDITIONAL BUSINESS RISKS.

     Our revenue from international sales has historically represented less than
20.0% of our total revenue. We plan to expand our international sales activities
significantly, especially in Europe and Asia. Our international sales growth
will be limited if we are unable to establish relationships with international
distributors, establish foreign operations, effectively manage international
sales channels, hire additional personnel and develop relationships with service
organizations. We cannot be certain that we will be able to establish, generate
and build market demand for our products internationally. Our international
operations will be subject to a number of risks, including:

     - increased complexity and costs of managing international operations;

     - multiple protectionist, conflicting and changing governmental laws and
       regulations;

     - reduced or limited protections of intellectual property rights; and

     - political and economic instability.

     These factors and others could harm future sales of our products to
international customers which would negatively impact our business and operating
results. To date, none of our international revenue has been denominated in
foreign currencies. As a result, an increase in the value of the U.S. dollar
relative to foreign currencies could make our products more expensive and thus
less competitive in foreign markets. In the future, a portion of our
international revenue may be denominated in foreign currencies, including the
Euro, which would subject us to risks associated with foreign currency
fluctuations.

     Our SAN interconnect products are subject to U.S. Department of Commerce
export control restrictions. Neither we nor our customers may export those
products without obtaining an export license. These U.S. export laws also
prohibit the export of our SAN interconnect products to a number of countries
deemed by the United States to be hostile. These restrictions may make foreign
competitors facing less stringent controls on their products more competitive in
the global market than are we or our customers. The U.S. government may not
approve any pending or future export license requests. In addition, the list of
products and countries for which export approval is required, and the regulatory
policies with respect thereto, could be revised. The sale of our SAN
interconnect products could be harmed by our failure or the failure of our
customers to obtain the required government licenses or by the costs of
compliance.

OUR INTELLECTUAL PROPERTY PROTECTION MAY PROVE TO BE INADEQUATE WHICH COULD
NEGATIVELY AFFECT OUR ABILITY TO COMPETE.

     We believe that our continued success depends on protecting our proprietary
technology. We currently rely on a combination of patents, copyrights,
trademarks, trade secrets and contractual

                                       10
<PAGE>   13

provisions to establish and protect our intellectual property rights. In
addition, we also enter into confidentiality or license agreements with our
employees, consultants and corporate partners, and control access to and
distribution of our software, documentation and other proprietary information.
Our failure to protect our intellectual property rights could have a material
adverse effect on our business, results of operations and financial condition.
We cannot be certain that the steps we take to protect our intellectual property
will adequately protect our proprietary rights, that others will not
independently develop or otherwise acquire equivalent or superior technology or
that we can maintain any of our technology as trade secrets. In addition, the
laws of some of the countries in which our products are or may be sold may not
protect our products and intellectual property rights to the same extent as the
laws of the United States or at all.

THIRD-PARTY CLAIMS OF INFRINGEMENT OF THEIR INTELLECTUAL PROPERTY RIGHTS COULD
ADVERSELY AFFECT OUR BUSINESS.

     In recent years, there has been significant litigation in the United States
involving patents and other intellectual property rights. We occasionally
receive communications from third parties alleging patent infringement, and
there always is the chance that third parties may assert infringement claims
against us. Future patent infringement disputes, with or without merit, could
result in costly litigation, cause product shipment delays or require us to
enter into royalty or licensing agreements. We cannot be certain that the
necessary licenses would be available or that they could be obtained on
commercially reasonable terms. If we fail to obtain these royalty or licensing
agreements in a timely manner and on reasonable terms, our business, results of
operations and financial condition would be materially adversely affected.

OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE.

     The trading price of our common stock has been and is likely to continue to
be volatile. The market price of our common stock may fluctuate significantly in
response to the following factors, some of which are beyond our control:

     - actual or anticipated fluctuations in our operating results;

     - losses of our key OEMs or reduction in their purchases of our products;

     - changes in financial estimates by securities analysts;

     - changes in market valuations of other technology companies;

     - announcements by us or our competitors of significant technical
       innovations, contracts, acquisitions, strategic partnerships, joint
       ventures or capital commitments;

     - additions or departures of key personnel; and

     - future sales of common stock.

     In addition, the stock market has experienced extreme volatility that often
has been unrelated to the performance of particular companies. These market
fluctuations may cause our stock price to fall regardless of our performance.

                                       11
<PAGE>   14

WE MAY ENGAGE IN FUTURE ACQUISITIONS THAT MAY DILUTE OUR STOCKHOLDERS AND CAUSE
US TO INCUR DEBT OR ASSUME CONTINGENT LIABILITIES.

     We expect to review opportunities to buy other businesses or technologies
that would complement our current products, expand the breadth of our markets or
enhance our technical capabilities, or that may otherwise offer growth
opportunities. While we have no current agreements or negotiations underway, we
may buy businesses, products or technologies in the future. If we make any
future purchases, we could issue stock that would dilute existing stockholders'
percentage ownership, incur substantial debt or assume contingent liabilities.

     These purchases also involve numerous risks, including:

     - problems assimilating the purchased operations, technologies or products;

     - unanticipated costs associated with the acquisition;

     - diversion of management's attention from our core business;

     - adverse effects on existing business relationships with suppliers and
       customers;

     - incorrect estimates made in the accounting for acquisitions;

     - risks associated with entering markets in which we have no or limited
       prior experience; and

     - potential loss of key employees of purchased organizations.

WE MAY NOT BE ABLE TO MEET OUR FUTURE CAPITAL REQUIREMENTS, LIMITING OUR ABILITY
TO GROW.

     We may need, or could elect, to seek additional funding to meet our capital
requirements. If we need to raise additional funds, we may not be able to do so
on favorable terms, or at all. Further, if we issue equity securities, existing
stockholders may experience additional dilution or the new equity securities may
have rights, preferences or privileges senior to those of existing holders. If
we cannot raise funds on acceptable terms, we may not be able to develop or
enhance our products, take advantage of future opportunities or respond to
competitive pressures or unanticipated funding requirements.

                                USE OF PROCEEDS

     We will not receive any proceeds from the sale of the shares by the selling
stockholders.

                                       12
<PAGE>   15

                            SELLING SECURITY HOLDERS

     The following table sets forth as of the date of this prospectus, the names
of the selling stockholders and the number of shares of Common Stock that each
selling stockholder holds that may be offered for sale from time to time under
this prospectus. All of the shares of Common Stock which may be sold by the
selling stockholders were issued under our 1995 Stock Option Plan. Beneficial
ownership calculations are determined in accordance with the rules of the SEC
and are based on 23,646,435 shares outstanding as of May 31, 2000. In computing
the number of shares beneficially owned by a person and the percentage ownership
of that person, shares of common stock that are presently exercisable or that
will become exercisable within 60 days of May 31, 2000 are deemed outstanding
for such person, but are not treated as outstanding for the purpose of computing
the percentage ownership of any other person. Until we satisfy the requirements
for use of Form S-3, which we anticipate will occur on October 1, 2000, the
volume limitations specified in Rule 144(e) under the Securities Act concerning
the amount of securities to be offered by each person and any other person with
whom he or she is acting in concert for the purpose of selling Vixel securities,
during any three-month period apply to the sale of the securities registered
hereunder. The following table shows the names of the selling stockholders and
the number of shares of common stock to be offered by them under this
prospectus.

<TABLE>
<CAPTION>
                                                                PERCENT OF
                                                                BENEFICIAL       SHARES WHICH MAY
                                       SHARES BENEFICIALLY    OWNERSHIP AS OF     BE SOLD UNDER
        SELLING STOCKHOLDERS                  OWNED            MAY 31, 2000      THIS PROSPECTUS
        --------------------           -------------------    ---------------    ----------------
<S>                                    <C>                    <C>                <C>
James M. McCluney(1).................       1,002,777               4.2%            1,000,000
Kurtis L. Adams(2)...................         218,940                 *               121,068
Charles A. Haggerty(3)...............       1,410,992               6.0%               16,666
Timothy M. Spicer(4).................         157,782                 *                16,666
Werner F. Wolfen(5)..................         247,950               1.0%               16,666
Gregory R. Olbright(6)...............       1,121,999               4.7%              415,290
Juan A. Rodriguez(7).................          47,752                 *                16,666
Mayfield VII Management
  Partners(8)........................          16,666                 *                16,666
</TABLE>

-------------------------
 *  Beneficial ownership of less than 1%.
(1) Mr. McCluney is our president and chief executive and chairman of our board
    of directors. The number of shares beneficially owned by Mr. McCluney
    includes 729,167 shares subject to repurchase within 60 days of May 31, 2000
    and 50,000 shares held by the Willow Trust.
(2) Mr. Adams is our chief financial officer, vice president of finance,
    treasurer and secretary. The number of shares beneficially owned by Mr.
    Adams includes 95,599 shares subject to options exercisable within 60 days
    of May 31, 2000 and 68,987 shares subject to repurchase within 60 days of
    May 31, 2000.
(3) Mr. Haggerty is a member of our board of directors. The number of shares
    beneficially owned by Mr. Haggerty includes 1,344,326 shares held by Western
    Digital Corporation and 50,000 shares held by the Charles A. Haggerty &
    Carleen R. Haggerty Trust. Mr. Haggerty is chairman of the board of Western
    Digital. He disclaims beneficial ownership of the shares held by Western
    Digital.
(4) Mr. Spicer is a member of our board of directors. The number of shares
    beneficially owned by Mr. Spicer includes 26,666 shares subject to options
    exercisable within 60 days of May 31, 2000.

                                       13
<PAGE>   16

(5) Mr. Wolfen is a member of our board of directors. The number of shares
    beneficially owned by Mr. Wolfen includes 123,547 shares held in trust for
    the current and former partners of Irell and Manella LLP, 94,312 shares held
    by a Grantor's Retained Annuity Trust (GRAT) naming Mr. Wolfen as
    beneficiary, 15,719 shares held by the Richard Wolfen GRAT and 474 shares
    held by Mr. Wolfen's spouse. Mr. Wolfen disclaims beneficial ownership of
    the shares held in these trust except to the extent of his pecuniary
    interest therein.
(6) Mr. Olbright resigned as a member of our board of directors on December 31,
    1999. The number of shares beneficially owned by Mr. Olbright includes
    15,976 shares subject to repurchase within 60 days of May 31, 2000.
(7) Mr. Rodriguez resigned as a member of our board of directors upon expiration
    of his term of office on May 24, 2000.
(8) Mr. Kevin Fong, one of our directors, is a general partner of Mayfield VII
    Management Partners, a California limited partnership.

                              PLAN OF DISTRIBUTION

     We have been advised by the selling stockholders that they intend to sell
all or a portion of the shares offered hereby from time to time in the Nasdaq
National Market and that sales will be made at prices prevailing in the Nasdaq
National Market at the times of such sales. The selling stockholders may also
make private sales directly or through a broker or brokers, who may act as agent
or as principal. Further, the selling stockholders may choose to dispose of the
shares offered hereby by gift to a third party or as a donation to a charitable
or other non-profit entity. In connection with any sales, the selling
stockholders and any brokers participating in such sales may be deemed to be
underwriters within the meaning of the Securities Act.

     Any broker-dealer participating in such transactions as agent may receive
commissions from the selling stockholders (and, if such broker acts as agent for
the purchaser of such shares, from such purchaser). Broker-dealers may agree
with the selling stockholders to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the selling stockholders, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
the selling stockholders. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve cross transactions and block transactions and which may involve sales to
and through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or otherwise
at market prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of such
shares commissions computed as described above.

     We have advised the selling stockholders that Regulation M promulgated
under the Exchange Act may apply to sales in the market and have informed them
of the possible need for delivery of copies of this prospectus. The selling
stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including
liabilities arising under the Securities Act. Any commissions paid or any
discounts or concessions allowed to any such broker-dealers, and, if any such
broker-dealers purchase shares as principal, any profits received on the resale
of such shares, may be deemed to be underwriting discounts and commissions under
the Securities Act.

     Any securities covered by this prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus. In general, under Rule 144 as currently in effect,
a person (or persons whose shares are aggregated), including any

                                       14
<PAGE>   17

person who may be deemed to be our "affiliate," is entitled to sell within any
three month period "restricted shares" beneficially owned by him or her in an
amount that does not exceed the greater of (i) 1% of the then outstanding shares
of common stock or (ii) the average weekly trading volume in shares of common
stock during the four calendar weeks preceding such sale, provided that at least
one year has elapsed since such shares were acquired from us or our affiliate.
Sales are also subject to certain requirements as to the manner of sale, notice
and availability of current public information regarding us. However, a person
who has not been our "affiliate" at any time within three months prior to the
sale is entitled to sell his or her shares without regard to the volume
limitations or other requirements of Rule 144, provided that at least one year
has elapsed since such shares were acquired from us or our affiliate.

     There can be no assurance that the selling stockholders will sell any or
all of the shares of common stock offered under this prospectus.

                                    EXPERTS

     The financial statements incorporated in this Prospectus and in the
registration statement by reference in the Annual Report on Form 10-K of Vixel
Corporation for the year ended January 2, 2000 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following documents and information previously filed by us with the
Securities and Exchange Commission are hereby incorporated by reference in this
registration statement:

          (a) Our Quarterly Report on Form 10-Q for the fiscal quarter ended
     April 2, 2000.

          (b) Our Annual Report on Form 10-K, as amended, for the year ended
     January 2, 2000.

          (c) The description of our common stock contained in the registration
     statement on Form 8-A filed September 2, 1999 pursuant to Section 12(g) of
     the Exchange Act, including any amendment or report filed for the purpose
     of updating such description.

     All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing such
documents.

     We hereby undertake to provide without charge to each person to whom a copy
of this prospectus is delivered, upon written or oral request of any such
person, a copy of any and all of the information that has been or may be
incorporated by reference in this prospectus, other than exhibits to such
documents. Requests for such copies should be directed to the attention of our
Chief Financial Officer, at 11911 North Creek Parkway South, Bothell, Washington
98011. Our telephone number at that location is (425) 806-5509.

                                       15
<PAGE>   18

                       ADDITIONAL INFORMATION ABOUT VIXEL

     We are subject to the informational reporting requirements of the
Securities Exchange Act of 1934 and in accordance therewith file reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy and information statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission. You may read and copy this information at any of
the following public reference facilities:

<TABLE>
<S>                                  <C>                         <C>
Room 1024, Judiciary Plaza           Seven World Trade Center    Citicorp Center
450 Fifth Street, N.W.               Suite 1300                  500 West Madison Street
Washington, D.C. 20549               New York, New York 10048    Suite 1400
                                                                 Chicago, Illinois 60661
</TABLE>

     Copies of such material may be obtained by mail at prescribed rates from
the Public Reference Section of the Commission, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission also maintains a Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at the
address http://www.sec.gov.

     Our Common Stock is listed for quotation on the Nasdaq National Market, and
such reports, proxy and information statements and other information concerning
us may be inspected at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.

                                INDEMNIFICATION

     Our Restated Certificate of Incorporation limits the liability of directors
to the maximum extent permitted by Delaware law. Delaware law provides that a
director of a corporation will not be personally liable for monetary damages for
breach of that individual's fiduciary duties as a director except for liability
(a) for any breach of the director's duty of loyalty to the company or to its
stockholders, (b) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (c) for unlawful payments
of dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law or (d) for any transaction from
which a director derives an improper personal benefit.

     Our Bylaws provide that we shall indemnify our directors and executive
officers and may indemnify our officers, employees and other agents to the
fullest extent not prohibited by law. The Bylaws also permit us to advance
expenses incurred by an indemnified party in connection with the defense of any
action or proceeding arising out of his or her status or service as our
director, officer, employee or other agent upon an undertaking by him or her to
repay any advances if it is ultimately determined that he or she is not entitled
to indemnification.

     We have entered into separate indemnification agreements with our directors
and officers, and we intend to enter into indemnification agreements with any
new directors and officers in the future.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, executive officers or persons controlling
the Company, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

                                       16
<PAGE>   19

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information previously filed by us with the
Securities and Exchange Commission are hereby incorporated by reference in this
registration statement:

          (a) Our Quarterly Report on Form 10-Q for the fiscal quarter ended
     April 2, 2000.

          (b) Our Annual Report on Form 10-K, as amended, for the year ended
     January 2, 2000.

          (c) The description of our common stock contained in the registration
     statement on Form 8-A filed September 2, 1999 pursuant to Section 12(g) of
     the Exchange Act, including any amendment or report filed for the purpose
     of updating such description.

     All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Our Restated Certificate of Incorporation limits the liability of directors
to the maximum extent permitted by Delaware law. Delaware law provides that a
director of a corporation will not be personally liable for monetary damages for
breach of that individual's fiduciary duties as a director except for liability
(a) for any breach of the director's duty of loyalty to the company or to its
stockholders, (b) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (c) for unlawful payments
of dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law or (d) for any transaction from
which a director derives an improper personal benefit.

     Our Bylaws provide that we shall indemnify our directors and executive
officers and may indemnify our officers, employees and other agents to the
fullest extent not prohibited by law. The Bylaws also permit us to advance
expenses incurred by an indemnified party in connection with the defense of any
action or proceeding arising out of his or her status or service as our
director, officer,

                                      II-1
<PAGE>   20

employee or other agent upon an undertaking by him or her to repay any advances
if it is ultimately determined that he or she is not entitled to
indemnification.

     We have entered into separate indemnification agreements with our directors
and officers, and we intend to enter into indemnification agreements with any
new directors and officers in the future.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, executive officers or persons controlling
the Company, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     The issuance of the shares being offered by the Form S-3 prospectus were
deemed to be exempt from registration under the Securities Act in reliance on
Section 4(2) of the Securities Act as transactions by an issuer not involving a
public offering. The recipients of our securities in each such transaction
represented their intention to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof and
appropriate legends were affixed to the share certificates and instruments
issued in such transactions. All recipients had adequate access, through their
relationship with us, to information about us.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
<C>       <S>
 5.1      Opinion of Cooley Godward LLP.
10.2*     Amended and Restated 1995 Stock Option Plan and forms of
          agreement thereunder
23.1      Consent of PricewaterhouseCoopers LLP, Independent
          Accountants.
23.2      Consent of Cooley Godward LLP contained in Exhibit 5.1 to
          this Registration Statement.
24.1      Power of Attorney contained on the signature pages.
99.1      2000 Non-Officer Equity Incentive Plan.
</TABLE>

-------------------------
* Incorporated by reference to the exhibit bearing the same number filed with
  Registrant's Registration Statement on Form S-1, as amended (No. 333-81347).

ITEM 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in this Registration Statement or any material change
     to such information in this Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, as amended, each such post-effective amendment
     shall be deemed to be a new Registration Statement relating to the
     securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered, which remain unsold at the
     termination of the offering.

                                      II-2
<PAGE>   21

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
<PAGE>   22

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Bothell,
King County, State of Washington, on June 9, 2000.

                                          VIXEL CORPORATION

                                          By:     /s/ JAMES M. MCCLUNEY
                                            ------------------------------------
                                                     James M. McCluney
                                               President and Chief Executive
                                                         Officer and
                                             Chairman of the Board of Directors

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James M. McCluney and Kurtis L. Adams and
each of them or any one, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments, exhibits thereto and other documents in
connection therewith) to this Registration Statement and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                       SIGNATURE                                      TITLE                  DATE
                       ---------                                      -----                  ----
<C>                                                       <C>                            <S>
                 /s/ JAMES M. MCCLUNEY                     President, Chief Executive    June 9, 2000
--------------------------------------------------------   Officer and Chairman of the
                   James M. McCluney                      Board of Directors (Principal
                                                               Executive Officer)

                  /s/ KURTIS L. ADAMS                     Chief Financial Officer, Vice  June 9, 2000
--------------------------------------------------------  President Finance, Treasurer
                    Kurtis L. Adams                         and Secretary (Principal
                                                            Financial and Accounting
                                                                    Officer)

                                                                    Director
--------------------------------------------------------
                     Kevin A. Fong

                /s/ CHARLES A. HAGGERTY                             Director             June 9, 2000
--------------------------------------------------------
                  Charles A. Haggerty

                 /s/ TIMOTHY M. SPICER                              Director             June 9, 2000
--------------------------------------------------------
                   Timothy M. Spicer

                  /s/ WERNER F. WOLFEN                              Director             June 9, 2000
--------------------------------------------------------
                    Werner F. Wolfen
</TABLE>

                                      II-4
<PAGE>   23

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
<S>       <C>
 5.1      Opinion of Cooley Godward LLP.
10.2*     Amended and Restated 1995 Stock Option Plan and forms of
          agreement thereunder
23.1      Consent of PricewaterhouseCoopers LLP, Independent
          Accountants.
23.2      Consent of Cooley Godward LLP contained in Exhibit 5.1 to
          this Registration Statement.
24.1      Power of Attorney contained on the signature pages.
99.1      2000 Non-Officer Equity Incentive Plan.
</TABLE>

---------------
* Incorporated by reference to the exhibit bearing the same number filed with
  Registrant's Registration Statement on Form S-1, as amended (No. 333-81347).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8/S-3", "secsgml_size_bytes": 77466}]
{"company-data": {"conformed-name": "VIXEL CORP", "cik": "0001087955", "assigned-sic": "7371", "irs-number": "841176506", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39000", "film-number": "652716"}, "business-address": {"street1": "11911 NORTHCROCK PARKWAY SOUTH", "city": "BOTHELL", "state": "WA", "zip": "98011", "phone": "4248065509"}, "mail-address": {"street1": "11911 NORTHCROCK PARKWAY SOUTH", "city": "BOTHELL", "state": "WA", "zip": "98011"}}
1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 2000

                                                     REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                  FORM S-8/S-3

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                               VIXEL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                      84-1176506
           (STATE OF INCORPORATION)                           (I.R.S. EMPLOYER
                                                           IDENTIFICATION NUMBER)
11911 NORTH CREEK PARKWAY SOUTH
                           BOTHELL, WASHINGTON 98011
                                 (425) 806-5509
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                            ------------------------

                     2000 NON-OFFICER EQUITY INCENTIVE PLAN
                           (FULL TITLE OF THE PLANS)

                            ------------------------

                               JAMES M. MCCLUNEY
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               VIXEL CORPORATION
                        11911 NORTH CREEK PARKWAY SOUTH
                           BOTHELL, WASHINGTON 98011
                                 (425) 806-5509
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                   COPIES TO:

                            GREGORY B. ABBOTT, ESQ.
                             JEFFRY A. SHELBY, ESQ.
                               COOLEY GODWARD LLP
                              5200 CARILLON POINT
                            KIRKLAND, WA 98033-7356
                                 (425) 893-7700
                            ------------------------

                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
                                                            PROPOSED MAXIMUM     PROPOSED MAXIMUM
          TITLE OF SECURITIES               AMOUNT TO        OFFERING PRICE          AGGREGATE          AMOUNT OF
           TO BE REGISTERED               BE REGISTERED         PER SHARE         OFFERING PRICE     REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Common Stock, $.00015 par value, to be
issued under the 2000 Non-Officer
Equity Incentive Plan..................     1,900,000          $8.5625(1)           $16,268,750           $4,295
---------------------------------------------------------------------------------------------------------------------
Common Stock, $.00015 par value........     1,619,688          $8.5625(1)           $13,868,579           $3,662
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(h). The price per share is estimated
    to be $8.5625 based on the average of the high and low sales prices of the
    Company's Common Stock as reported on the Nasdaq Stock Market for June 2,
    2000.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2

PROSPECTUS

                                1,619,688 Shares

                               VIXEL CORPORATION

                                  Common Stock

                           -------------------------

     This prospectus relates to 1,619,688 shares of the Common Stock of Vixel
Corporation, a Delaware corporation, which may be offered from time to time by
selling stockholders identified on page 13 (collectively, the "selling
stockholders") for their own accounts. It is anticipated that the selling
stockholders will offer shares for sale at prevailing prices in the Nasdaq
National Market on the date of sale. We will receive no part of the proceeds
from sales made hereunder. The selling stockholders will bear all sales
commissions and similar expenses. Any other expenses incurred by us in
connection with the registration and offering and not borne by the selling
stockholders will be borne by us. None of the shares offered pursuant to this
prospectus have been registered prior to the filing of the Registration
Statement of which this prospectus is a part.

                           -------------------------

     Each selling stockholder and any broker executing selling orders on behalf
of such selling stockholder may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.

     Our Common Stock is listed for quotation on the Nasdaq National Market
under the symbol "VIXL." On June 8, 2000, the last reported sale price of our
Common Stock on the Nasdaq National Market was $8.9375 per share.

                           -------------------------

  SEE "RISK FACTORS" BEGINNING ON PAGE 2 TO READ ABOUT CERTAIN RISKS THAT YOU
           SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.

                           -------------------------
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.

                           -------------------------

                  The date of this prospectus is June 9, 2000
3

     You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with different or additional
information. This prospectus is not an offer to sell nor is it seeking an offer
to buy shares of our common stock in any jurisdiction where the offer or sale is
not permitted. The information contained in this prospectus is correct only as
of the date of this prospectus, regardless of the time of the delivery of this
prospectus or any sale of our common stock. We may amend or supplement this
prospectus from time to time to update the disclosure set forth herein

                           FORWARD-LOOKING STATEMENTS

     This document contains forward-looking statements that involve risk and
uncertainties. The statements contained in this report that are not purely
historical are forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or
"continue," the negative of such terms or other comparable terminology. These
statements are only predictions. Actual events or results may differ materially.

     Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of the forward-looking
statements. We are under no duty to update any of the forward-looking statements
after the date hereof to conform such statements to actual results or to changes
in our expectations.

                                  ABOUT VIXEL

     We are a leading provider, based on revenue and units and number of ports
shipped, of comprehensive solutions in storage area networks, or SANs. SANs are
networks that are specifically designed to interconnect computer systems and
data storage devices. Our comprehensive SAN interconnect solutions consist of a
variety of products that connect computers to data storage devices in a network
configuration. Our products utilize the Fibre Channel protocol, which is an
American National Standards Institute, or ANSI, defined standard for the
transfer of information between computers and storage devices. Our Fibre Channel
product portfolio consists of our SAN systems, which include our SAN management
software and our switches and hubs, and other components, which include our
transceivers. Our products enable data storage devices to connect to one or more
computer systems and facilitate the reliable exchange of large amounts of data
at high speeds. Our products are fully interoperable and designed to perform in
concert so that customers can easily deploy a range of SAN configurations, from
simple point-to-point connections to more complex high-performance networks. By
offering and supporting the key components necessary to connect servers and
storage, we enable our customers to turn to one vendor for their SAN
interconnect needs.

     We incorporated in Colorado in June 1991 under the name Photonics Research
Incorporated and initially developed fiber optic components for data
communications and related applications. In February 1995, we reincorporated in
Delaware and changed our name to Vixel Corporation. In the first quarter of
1996, we acquired the Fibre Channel hub and transceiver product lines from
Western Digital Corporation. In 1997 we began developing our SAN InSite software
to manage our SAN interconnect solutions. In the first quarter of 1998, we
acquired Arcxel Technologies, Inc., a developer of Fibre Channel switches. In
early 1998, we sold our laser diode fabrication facility and gigabit Ethernet
transceiver product line to Cielo Communications, Inc., and have since been
focused exclusively on designing, developing and marketing our Fibre Channel SAN
interconnect solutions. Our principal executive offices are located at 11911
North Creek Parkway South, Bothell, Washington 98011. Our telephone number at
that location is (425) 806-5509.

                                        1
4

                                  RISK FACTORS

     Prospective investors in the shares of common stock offered hereby should
carefully consider the following risk factors, in addition to the other
information contained in this prospectus or in documents incorporated by
reference herein. The risk factors set forth herein reflect those risks known to
our management as of the date of the filing of this registration statement on
form S-8/S-3, and which management believes could be material to our business,
operating results and financial condition. Such factors may change over time and
may differ materially from the risk factors listed herein. Prospective investors
are cautioned to review in addition to the risk factors set forth herein, the
risk factors contained in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in our most recent annual report
on Form 10-K and quarterly report on Form 10Q, as well as the additional
information contained in such reports and our other filings under the Exchange
Act.

WE HAVE INCURRED SIGNIFICANT LOSSES SINCE OUR INCEPTION, WE EXPECT FUTURE
LOSSES, AND WE MAY NOT BECOME PROFITABLE.

     We have incurred significant losses since inception and expect to incur
losses in the future. We cannot be certain that we ever will realize sufficient
revenue to achieve profitability. We expect to incur significant product
development, sales and marketing and administrative expenses, and we will need
to generate significant revenue to achieve and maintain profitability. Even if
we do achieve profitability, we may not be able to sustain or increase
profitability.

OUR OPERATING RESULTS ARE DIFFICULT TO FORECAST, MAY FLUCTUATE ON A QUARTERLY
BASIS AND MAY BE ADVERSELY AFFECTED BY MANY FACTORS, WHICH MAY RESULT IN
VOLATILITY IN OUR STOCK PRICE.

     Our revenue and results of operations have varied on a quarterly basis in
the past and may vary significantly in the future due to a number of factors,
many of which may cause our stock price to fluctuate. Some of the factors that
could affect our operating results include:

     - the size, timing, terms and fluctuations of customer orders, particularly
       large orders from a limited number of OEMs;

     - our ability to attain and maintain sufficient reliability levels for our
       SAN interconnect products;

     - the timing of the introduction or enhancement of products by us, our OEMs
       and our competitors;

     - decreases in the prices at which we can sell our products;

     - the mix of products sold, as our switches and hubs typically have higher
       margins than our transceivers, and the mix of distribution channels
       through which our products are sold; and

     - the ability of our contract manufacturers to produce and distribute our
       products in a timely fashion.

     As a result of these and other factors, we believe that period to period
comparisons of our operating results should not be relied upon as an indicator
of our future performance. It is likely that in some future period our operating
results will be below your expectations or those of public market analysts.

                                        2
5

A COMPONENT IN OUR TRANSCEIVERS HAS EXPERIENCED AN ABNORMALLY HIGH FAILURE RATE
WHICH HAS ADVERSELY AFFECTED AND COULD IN THE FUTURE AFFECT OUR SALES.

     Our GBIC transceivers manufactured prior to March 1999, and our GLM
transceivers manufactured prior to September 1999, incorporate a compact disk,
or CD, laser manufactured by a third party. We have observed, and some customers
have confirmed, that in certain applications our GBIC and GLM transceivers
manufactured prior to March 1998 that incorporate this CD laser have experienced
an abnormally high failure rate. Although we recorded a warranty reserve as a
result of these problems, there is a risk that this reserve will be inadequate
to implement a remedy that is satisfactory to our customers. Claims against us
in excess of the amount of our reserves could have a material adverse effect on
our business and financial condition. Partially as a result of this problem,
some of our customers have stopped or significantly reduced their purchases of
our transceiver products, which has resulted in a significant decrease in our
transceiver revenue. In addition, if we are unable to resolve this matter to our
customers' satisfaction, or if failure rates in transceiver products increase,
our reputation and relationships with current and prospective customers could be
damaged and adversely affect the sales of all of our products.

OUR OEMS HAVE UNPREDICTABLE ORDER PATTERNS WHICH MAY CAUSE OUR REVENUE TO VARY
SIGNIFICANTLY FROM PERIOD TO PERIOD.

     Our OEMs tend to order sporadically, and their purchases can vary
significantly from quarter to quarter. Our OEMs generally forecast expected
purchases in advance, but frequently do not order as expected and tend to place
purchase orders only shortly before the scheduled delivery date. We plan our
operating expenses based on revenue projections derived from our OEMs'
forecasts. Because most of our expenses are fixed in the short term or incurred
in advance of anticipated revenue, we may not be able to decrease our expenses
in a timely manner to offset any unexpected shortfall in revenue. These order
habits cause our backlog to fluctuate significantly. Moreover, our backlog is
not necessarily indicative of actual sales for any succeeding period, as orders
are subject to cancellation or delay by our OEMs with limited or no penalty.
Also, we typically generate a large percentage of our quarterly revenue in the
last month of the quarter.

THE LOSS OF ONE OR MORE KEY CUSTOMERS COULD SIGNIFICANTLY REDUCE OUR REVENUE.

     Our success will depend on our continued ability to develop and manage
relationships with significant OEMs and resellers, as well as on the sales
efforts and success of these customers. Historically, our four largest customers
in each period have represented over 50% of our total revenue. Although we are
attempting to expand our base of OEMs and resellers, most of our future revenue
may come from a small number of customers.

     Our agreements with our customers do not provide any assurance of future
sales to those customers. For example:

     - our OEMs and resellers can stop purchasing and marketing our products at
       any time;

     - our OEM and reseller agreements are not exclusive and contain no renewal
       obligation; and

     - our OEM and reseller agreements do not require minimum purchases.

     We cannot be certain that we will retain our current OEMs and resellers or
that we will be able to recruit additional or replacement customers. Many of our
OEMs and resellers carry or utilize competing product lines. If we were to lose
one or more OEMs or resellers to a competitor, our business, results of
operations and financial condition could be significantly harmed.

                                        3
6

OUR SUCCESS IS DEPENDENT UPON ACCEPTANCE OF FIBRE CHANNEL TECHNOLOGY AND THE
GROWTH OF THE EMERGING SAN MARKET.

     Our SAN InSite management software, switches, hubs and transceivers are
used exclusively in SANs. Accordingly, widespread adoption of SANs is critical
to our future success. The market for SANs and related software, switches, hubs
and transceivers has begun to develop only recently and is evolving rapidly.
Because this market is new, it is difficult to predict its potential size or
future growth rate. SANs are often implemented in connection with deployment of
new storage systems and servers. Potential end-user customers that have invested
substantial resources in their existing data storage and management systems may
be reluctant or slow to adopt a new approach, such as SANs. Our success in
generating revenue in this emerging SAN market will depend on, among other
things, our ability to:

     - demonstrate the benefits of SANs and our SAN InSite management software,
       switch, hub and transceiver products to OEMs, resellers and end-users;

     - develop, maintain and build relationships with leading OEMs and
       resellers; and

     - accurately predict the direction of industry standards and base our
       products on those industry standards.

     Our failure to do any of these activities would adversely affect our
ability to successfully compete in the emerging SAN market.

BECAUSE A SIGNIFICANT PORTION OF OUR REVENUE IS DERIVED FROM SALES OF
ENTRY-LEVEL HUBS AND TRANSCEIVERS, WE ARE DEPENDENT ON CONTINUED WIDESPREAD
MARKET ACCEPTANCE OF THESE PRODUCTS.

     We currently derive a significant portion of our revenue from sales of our
entry-level hubs and transceivers. Although we anticipate our transceiver
revenue will continue to decline, we expect that revenue from our entry level
hubs and transceivers will continue to account for a substantial portion of our
total revenue for the foreseeable future. If the market does not continue to
accept our entry-level hubs and transceivers, our revenue will decline
significantly. Factors that may affect the market acceptance of our products
include the continued growth of the market for SAN interconnect products, the
performance, price and total cost of ownership of our products, the
availability, functionality and price of competing products and technologies,
and the success and development of our OEMs and resellers. Many of these factors
are beyond our control.

WE EXPECT THAT A GROWING PERCENTAGE OF OUR FUTURE REVENUE WILL BE DERIVED FROM
OUR SWITCH AND MANAGED HUB PRODUCTS AND OUR SAN MANAGEMENT SOFTWARE PRODUCTS,
AND OUR SUCCESS WILL DEPEND ON WIDESPREAD ACCEPTANCE OF THESE PRODUCTS.

     Our future success depends upon our ability to address the rapidly changing
needs of our customers by developing and introducing high-quality,
cost-effective products as well as product enhancements and services on a timely
basis and by keeping pace with technological developments and emerging industry
standards. If we do not successfully develop, introduce and market new products,
especially our switch and managed hub products, our revenue may decline. In
particular, our future revenue growth will depend on the success of new product
launches of our switch and software products and success of our current switch
and managed hub products. In addition, as we introduce new or enhanced products,
we will have to manage successfully the transition from older products in order
to minimize disruption in our customers' ordering patterns, avoid excessive
levels of older product inventories and ensure that enough supplies of new
products can be delivered to meet

                                        4
7

our customers' demands. To the extent customers defer or cancel orders in
expectation of new product releases, any delay in development or introduction of
new products could cause our operating results to suffer.

COMPETITION IN OUR MARKETS MAY LEAD TO REDUCED PRICES AND SALES OF OUR PRODUCTS,
INCREASED LOSSES AND REDUCED MARKET SHARE.

     The markets for SAN interconnect products are highly competitive. Our
current competitors include a number of domestic and international companies,
many of which have substantially greater financial, technical, marketing and
distribution resources than we have. We expect that more companies, including
our customers, may enter the market for SAN interconnect products. We may not be
able to compete successfully against either current or future competitors.
Increased competition could result in significant price erosion, reduced
revenue, lower margins or loss of market share, any of which would have a
material adverse effect on our business, results of operations and financial
condition.

     For switch sales, we compete primarily with Ancor Communications, Brocade
Communications and McDATA. For hub sales, we compete primarily with Emulex
Corporation and Gadzoox Networks. For transceiver sales, we compete primarily
with Finisar, Hewlett-Packard and IBM. Although we do not believe that any other
vendor offers comprehensive SAN interconnect management software that directly
competes with ours, other vendors, such as Brocade and Gadzoox, provide single
point-device managers for either switch or hub products, but not across multiple
interconnect devices, including switches, hubs and transceivers. Our competitors
continue to introduce improved products with lower prices, and we will have to
do the same to remain competitive. Furthermore, larger companies in other
related industries or our customers may develop or acquire technologies and
apply their significant resources, including their distribution channels and
brand recognition, to capture significant SAN market share. Therefore, we may
not be able to compete successfully in the SAN market.

OUR FAILURE TO ENHANCE OUR EXISTING PRODUCTS AND INTRODUCE NEW PRODUCTS ON A
TIMELY BASIS COULD CAUSE OUR REVENUE TO FALL.

     Given the product life cycles in the markets for our products, any delay or
unanticipated difficulty associated with new product introductions or product
enhancements could significantly harm our business, results of operations and
financial condition. Product development delays may cause our revenue to
decrease and the price of our stock to fall. We may not be able to develop,
manufacture and market new products or product enhancements in a timely manner
that achieve market acceptance. We also may not be able to develop the
underlying core technologies necessary to create new products and enhancements,
or to license these technologies from third parties. Product development delays
may result from numerous factors, including:

     - changing OEM product specifications;

     - difficulties in hiring and retaining necessary personnel;

     - difficulties in reallocating engineering resources and overcoming
       resource limitations;

     - difficulties with independent contractors;

     - changing market or competitive product requirements; and

     - unanticipated engineering complexities.

                                        5
8

THE SALES CYCLE FOR OUR PRODUCTS IS LONG AND WE MAY INCUR SUBSTANTIAL
NON-RECOVERABLE EXPENSES AND DEVOTE SIGNIFICANT RESOURCES TO SALES THAT DO NOT
OCCUR WHEN ANTICIPATED OR AT ALL.

     OEMs and resellers typically conduct significant evaluation, testing,
implementation and acceptance procedures before they begin to market and sell
new solutions that include our products. This evaluation process is lengthy and
may range from six months to one year or more. This process is complex and may
require significant sales, marketing and management efforts on our part. This
process becomes more complex as we simultaneously qualify our products with
multiple customers. As a result, we may expend significant resources to develop
customer relationships before we recognize any revenue from these relationships.

FAILURE TO MANAGE OUR OEM AND RESELLER RELATIONSHIPS AND EXPAND OUR DISTRIBUTION
CHANNELS COULD SIGNIFICANTLY REDUCE OUR REVENUE.

     We rely on OEMs and resellers to distribute and sell our products. Our
success depends substantially on our ability to initiate, manage and expand our
relationships with OEMs, our ability to attract additional resellers and the
sales efforts of these OEMs and resellers. Our failure to manage and expand our
relationships with OEMs and resellers, or their failure to market our products
effectively, could substantially reduce our revenue and seriously harm our
business.

ANY FAILURE BY US TO SUCCESSFULLY EXECUTE OUR DISTRIBUTION STRATEGY WILL
NEGATIVELY IMPACT OUR REVENUE.

     Our distribution strategy focuses primarily on developing and expanding
indirect distribution channels through OEMs and resellers, as well as expanding
our field sales organization. Our failure to execute this strategy successfully
could limit our ability to grow or sustain revenue. Furthermore, as we expand
our sales to resellers, we may increase our selling costs as these parties
generally require a higher level of customer support than our OEMs. If we fail
to develop and cultivate relationships with significant resellers, or if these
resellers are not successful in their sales efforts, sales of our products may
decrease and our operating results would suffer. Many of our resellers also sell
products that compete with our products. We cannot assure you that our resellers
will market our products effectively or continue to devote the resources
necessary to provide us with effective sales, marketing and technical support.
Our failure to successfully manage our reseller relationships or their failure
to sell our products could reduce our revenue.

     In order to support and develop opportunities for our indirect distribution
channels, we plan to expand our field sales and support staff significantly. We
cannot assure you that this expansion will be successfully completed, that the
cost of this expansion will not exceed the incremental revenue generated or that
our expanded field sales and support staff will be able to compete successfully
against the significantly more extensive and well-funded sales and marketing
operations of many of our current or potential competitors. Our inability to
effectively establish our distribution channels or manage the expansion of our
field sales and support staff would have a material adverse effect on our
ability to increase revenue.

THE LOSS OF K*TEC, THE FAILURE TO FORECAST ACCURATELY DEMAND FOR OUR PRODUCTS OR
TO MANAGE SUCCESSFULLY OUR RELATIONSHIP WITH K*TEC WOULD NEGATIVELY AFFECT OUR
BUSINESS.

     We rely on K*TEC Electronics, a division of Kent Electronics, an outside
contract manufacturing firm, to manufacture, store and ship our products. We
share K*TEC's manufacturing capacity with numerous companies whose manufacturing
needs may conflict with ours. If K*TEC is

                                        6
9

unable or unwilling to complete production runs for us in the future, or
experiences any significant delays in completing production runs or shipping our
products, the manufacturing and sale of our products would be temporarily
suspended. We have in the past experienced delivery problems based on capacity
constraints for production test and material supply. If our product volume
requirements increase, we may find it necessary to augment our manufacturing
capacity by exploring new subcontract manufacturers. We may not be successful in
finding qualified manufacturers that meet our needs. An interruption in supply
of our products, or additional costs incurred to qualify and shift production to
an alternative manufacturing facility, would significantly harm our business,
results of operations and financial condition.

     K*TEC is not obligated to supply products for us, except as may be provided
in a particular purchase order that K*TEC has accepted. We place purchase orders
with K*TEC based on periodic forecasts. While most of the materials used in our
products are standard products, some are proprietary and/or sole-source and
require extended lead times. Our business will be adversely affected if we are
unable to accurately forecast demand for our products and manufacturing capacity
or if materials are not available at K*TEC to meet the demand. Lead times for
materials and components vary significantly and depend on the specific supplier,
contract terms and demand for a component at a given time. We also may
experience shortages of components from time to time, which could delay the
manufacture of our products.

     We plan to regularly introduce new products and product enhancements, which
will require that we coordinate our efforts with K*TEC to rapidly achieve volume
production. If we do not effectively manage our relationship with K*TEC, or if
K*TEC experiences delays, disruptions, capacity constraints or quality control
problems in its manufacturing operations, our ability to ship products to our
customers could be delayed and our competitive position and reputation could be
harmed. Qualifying a new contract manufacturer and commencing volume production
is expensive and time consuming. If we are required to or choose to change
contract manufacturers, we may lose revenue and damage our customer
relationships.

WE MAY LOSE SALES IF OUR SOLE SOURCE SUPPLIERS FAIL TO MEET OUR NEEDS.

     We currently purchase several key components from single sources. We depend
on single sources for our card guides, our VCSELs, our application specific
integrated circuits, or ASICs, and our microprocessors. VCSELs are laser
components that maintain a high quality signal and consume a low amount of
power. ASICs are custom designed computer chips that perform specific functions
very efficiently. In addition, we license a software from a third party that is
incorporated into our switches and hubs. If we cannot supply products due to a
lack of components, or are unable to redesign products with other components in
a timely manner, our business, results of operations and financial condition
would be materially adversely affected.

     We use rolling forecasts based on anticipated product orders to determine
our component requirements. Lead times for materials and components that we
order vary significantly and depend on factors such as specific supplier
requirements, contract terms and current market demand for particular
components. As a result, our component requirement forecasts may not be
accurate. If we overestimate our component requirements, we may have excess
inventory, which would increase our costs. If we underestimate our component
requirements, we may have inadequate inventory, which could interrupt our
manufacturing and delay delivery of our products to our customers. Any of these
occurrences would negatively impact our business and operating results.

                                        7
10

A DECREASE IN THE SELLING PRICES OF PRODUCTS WOULD REDUCE OUR REVENUE AND GROSS
MARGINS.

     As the markets for SAN interconnect products mature, it is likely that the
average unit prices of our products will decrease in response to competitive
pricing pressures, increased sales discounts, new product introductions by us or
our competitors or other factors. If our efforts to reduce the cost of our
products through manufacturing efficiencies, design improvements and cost
reductions, as well as through increased sales of higher margin products are not
successful, our revenue and gross margins will decline, significantly harming
our operating results and financial condition which may cause our stock price to
drop.

UNDETECTED SOFTWARE OR HARDWARE DEFECTS COULD INCREASE OUR COSTS AND REDUCE OUR
REVENUE.

     SAN interconnect products frequently contain undetected software or
hardware defects when first introduced or as new versions are released. Our
products are complex and problems may be found from time to time in our
existing, new or enhanced products. Our products incorporate components
manufactured by third parties. We have in the past experienced difficulties with
quality and reliability of components obtained from third parties and we could
experience similar problems in the future. In addition, our products are
integrated with products from other vendors. As a result, when problems occur,
it may be difficult to identify the source of the problem. These problems may
cause us to incur significant warranty and repair costs, divert the attention of
our engineering personnel from our product development efforts and cause
significant customer relations problems.

IF WE FAIL TO SUCCESSFULLY DEVELOP THE VIXEL BRAND, OUR REVENUE MAY NOT GROW AND
OUR STOCK PRICE MAY FALL.

     We believe that establishing and maintaining the Vixel brand is a critical
aspect of our efforts to maintain and develop strategic OEM and reseller
relationships, and that the importance of brand recognition will increase due to
the growing number of vendors of SAN interconnect products. Our failure to
successfully develop our brand may prevent us from growing our revenue, which
could cause the price of our stock to fall. We intend to increase our spending
on programs, including advertising campaigns and marketing events, to create and
maintain brand loyalty among our customers. If we do not generate a
corresponding increase in our revenue as a result of our branding efforts or
otherwise fail to promote our brand successfully, or if we incur excessive
expenses in an attempt to promote and maintain the Vixel brand, our business,
results of operations and financial condition may be materially adversely
affected. In addition, if our OEMs, resellers and end users of our SAN
interconnect products do not perceive our products to be of high quality, or if
we introduce new products or technologies that are not accepted by the market,
the value of the Vixel brand will decline and our business will suffer.

OUR MANAGEMENT TEAM IS NEW AND MAY NOT BE ABLE TO WORK TOGETHER SUCCESSFULLY
WHICH COULD HARM OUR BUSINESS.

     Our success depends to a significant degree upon the continued joint
contributions of our key management. Many key members of our management team
have joined us only recently. Because of the limited time in which our
management team has been working together, we cannot assure you that management
will be able to work effectively as a team.

                                        8
11

IF WE LOSE KEY PERSONNEL OR ARE UNABLE TO HIRE ADDITIONAL QUALIFIED PERSONNEL,
WE MAY NOT BE SUCCESSFUL.

     We believe our future success will depend in large part upon our ability to
attract and retain highly skilled managerial, technical, sales and marketing,
finance and operations personnel. In particular, we will need to increase the
number of technical staff members with experience in high-speed networking
applications as we further develop our product line. Competition for these
highly skilled employees in our industry is intense. Our failure to attract and
retain these key employees could have a material adverse effect on our business,
results of operations and financial condition.

     We are seeking additional sales and marketing personnel. Competition for
qualified sales and marketing personnel is intense and we might not be able to
hire the kind and number of sales and marketing personnel we are targeting.
Unless we expand our sales and marketing force, we may not be able to increase
our revenue or extend our brand awareness. We also have a small customer service
and support organization and will need to increase our staff to support new OEMs
and resellers and the expanding needs of our existing customers. Hiring customer
service and support personnel is very competitive in our industry due to the
limited number of people available with the necessary technical skills and
understanding of SAN interconnect products.

     The loss of the services of any of our key employees, the inability to
attract or retain qualified personnel in the future or delays in hiring required
personnel could hinder the development and introduction of and negatively impact
our ability to sell our products. In addition, employees may leave our company
and subsequently compete against us. Moreover, companies in our industry whose
employees accept positions with competitors frequently claim that their
competitors have engaged in unfair hiring practices. We may be subject to claims
of this type in the future as we seek to hire qualified personnel and some of
these claims may result in material litigation. We could incur substantial costs
in defending ourselves against these claims, regardless of their merits.

WE HAVE EXPERIENCED A PERIOD OF GROWTH, AND IF WE ARE NOT ABLE TO SUCCESSFULLY
MANAGE THIS AND FUTURE GROWTH, OUR BUSINESS MAY SUFFER.

     We have experienced a period of growth, which has placed and continues to
place a significant strain on our resources. Unless we manage our growth
effectively, we may make mistakes in operating our business, such as inaccurate
sales forecasting, material planning and financial reporting, which may result
in fluctuations in our operating results and cause the price of our stock to
decline. We plan to continue to expand our operations significantly. This growth
will place a significant demand on our management and operational resources. In
order to manage growth effectively, we must implement and improve our
operational systems, procedures and controls on a timely basis. Our key
personnel have limited experience managing this type of growth. If we cannot
manage growth effectively, our business could suffer.

OUR PRODUCTS MUST COMPLY WITH EVOLVING INDUSTRY STANDARDS AND GOVERNMENT
REGULATIONS, AND IF WE CANNOT DEVELOP PRODUCTS THAT ARE COMPATIBLE WITH THESE
EVOLVING STANDARDS, OUR BUSINESS WILL SUFFER.

     The market for SAN products is characterized by the need to support
industry standards as they emerge, evolve and achieve acceptance. To remain
competitive, we must continue to introduce new products and product enhancements
that meet these industry standards. All components of a SAN must utilize the
same standards in order to operate together. Our products comprise only a part
of an entire SAN and we depend on the companies that provide other components,
many of which are significantly larger than we are, to support industry
standards as they evolve. The failure of these

                                        9
12

providers to support these industry standards could negatively impact market
acceptance of our products.

     In addition, in the United States, our products must comply with various
regulations and standards defined by the Federal Communications Commission and
Underwriters Laboratories. Internationally, products that we develop also will
be required to comply with standards established by authorities in various
countries. Failure to comply with existing or evolving industry standards or to
obtain timely domestic or foreign regulatory approvals or certificates could
materially harm our business.

WE PLAN TO INCREASE OUR INTERNATIONAL SALES ACTIVITIES SIGNIFICANTLY, WHICH WILL
SUBJECT US TO ADDITIONAL BUSINESS RISKS.

     Our revenue from international sales has historically represented less than
20.0% of our total revenue. We plan to expand our international sales activities
significantly, especially in Europe and Asia. Our international sales growth
will be limited if we are unable to establish relationships with international
distributors, establish foreign operations, effectively manage international
sales channels, hire additional personnel and develop relationships with service
organizations. We cannot be certain that we will be able to establish, generate
and build market demand for our products internationally. Our international
operations will be subject to a number of risks, including:

     - increased complexity and costs of managing international operations;

     - multiple protectionist, conflicting and changing governmental laws and
       regulations;

     - reduced or limited protections of intellectual property rights; and

     - political and economic instability.

     These factors and others could harm future sales of our products to
international customers which would negatively impact our business and operating
results. To date, none of our international revenue has been denominated in
foreign currencies. As a result, an increase in the value of the U.S. dollar
relative to foreign currencies could make our products more expensive and thus
less competitive in foreign markets. In the future, a portion of our
international revenue may be denominated in foreign currencies, including the
Euro, which would subject us to risks associated with foreign currency
fluctuations.

     Our SAN interconnect products are subject to U.S. Department of Commerce
export control restrictions. Neither we nor our customers may export those
products without obtaining an export license. These U.S. export laws also
prohibit the export of our SAN interconnect products to a number of countries
deemed by the United States to be hostile. These restrictions may make foreign
competitors facing less stringent controls on their products more competitive in
the global market than are we or our customers. The U.S. government may not
approve any pending or future export license requests. In addition, the list of
products and countries for which export approval is required, and the regulatory
policies with respect thereto, could be revised. The sale of our SAN
interconnect products could be harmed by our failure or the failure of our
customers to obtain the required government licenses or by the costs of
compliance.

OUR INTELLECTUAL PROPERTY PROTECTION MAY PROVE TO BE INADEQUATE WHICH COULD
NEGATIVELY AFFECT OUR ABILITY TO COMPETE.

     We believe that our continued success depends on protecting our proprietary
technology. We currently rely on a combination of patents, copyrights,
trademarks, trade secrets and contractual

                                       10
13

provisions to establish and protect our intellectual property rights. In
addition, we also enter into confidentiality or license agreements with our
employees, consultants and corporate partners, and control access to and
distribution of our software, documentation and other proprietary information.
Our failure to protect our intellectual property rights could have a material
adverse effect on our business, results of operations and financial condition.
We cannot be certain that the steps we take to protect our intellectual property
will adequately protect our proprietary rights, that others will not
independently develop or otherwise acquire equivalent or superior technology or
that we can maintain any of our technology as trade secrets. In addition, the
laws of some of the countries in which our products are or may be sold may not
protect our products and intellectual property rights to the same extent as the
laws of the United States or at all.

THIRD-PARTY CLAIMS OF INFRINGEMENT OF THEIR INTELLECTUAL PROPERTY RIGHTS COULD
ADVERSELY AFFECT OUR BUSINESS.

     In recent years, there has been significant litigation in the United States
involving patents and other intellectual property rights. We occasionally
receive communications from third parties alleging patent infringement, and
there always is the chance that third parties may assert infringement claims
against us. Future patent infringement disputes, with or without merit, could
result in costly litigation, cause product shipment delays or require us to
enter into royalty or licensing agreements. We cannot be certain that the
necessary licenses would be available or that they could be obtained on
commercially reasonable terms. If we fail to obtain these royalty or licensing
agreements in a timely manner and on reasonable terms, our business, results of
operations and financial condition would be materially adversely affected.

OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE.

     The trading price of our common stock has been and is likely to continue to
be volatile. The market price of our common stock may fluctuate significantly in
response to the following factors, some of which are beyond our control:

     - actual or anticipated fluctuations in our operating results;

     - losses of our key OEMs or reduction in their purchases of our products;

     - changes in financial estimates by securities analysts;

     - changes in market valuations of other technology companies;

     - announcements by us or our competitors of significant technical
       innovations, contracts, acquisitions, strategic partnerships, joint
       ventures or capital commitments;

     - additions or departures of key personnel; and

     - future sales of common stock.

     In addition, the stock market has experienced extreme volatility that often
has been unrelated to the performance of particular companies. These market
fluctuations may cause our stock price to fall regardless of our performance.

                                       11
14

WE MAY ENGAGE IN FUTURE ACQUISITIONS THAT MAY DILUTE OUR STOCKHOLDERS AND CAUSE
US TO INCUR DEBT OR ASSUME CONTINGENT LIABILITIES.

     We expect to review opportunities to buy other businesses or technologies
that would complement our current products, expand the breadth of our markets or
enhance our technical capabilities, or that may otherwise offer growth
opportunities. While we have no current agreements or negotiations underway, we
may buy businesses, products or technologies in the future. If we make any
future purchases, we could issue stock that would dilute existing stockholders'
percentage ownership, incur substantial debt or assume contingent liabilities.

     These purchases also involve numerous risks, including:

     - problems assimilating the purchased operations, technologies or products;

     - unanticipated costs associated with the acquisition;

     - diversion of management's attention from our core business;

     - adverse effects on existing business relationships with suppliers and
       customers;

     - incorrect estimates made in the accounting for acquisitions;

     - risks associated with entering markets in which we have no or limited
       prior experience; and

     - potential loss of key employees of purchased organizations.

WE MAY NOT BE ABLE TO MEET OUR FUTURE CAPITAL REQUIREMENTS, LIMITING OUR ABILITY
TO GROW.

     We may need, or could elect, to seek additional funding to meet our capital
requirements. If we need to raise additional funds, we may not be able to do so
on favorable terms, or at all. Further, if we issue equity securities, existing
stockholders may experience additional dilution or the new equity securities may
have rights, preferences or privileges senior to those of existing holders. If
we cannot raise funds on acceptable terms, we may not be able to develop or
enhance our products, take advantage of future opportunities or respond to
competitive pressures or unanticipated funding requirements.

                                USE OF PROCEEDS

     We will not receive any proceeds from the sale of the shares by the selling
stockholders.

                                       12
15

                            SELLING SECURITY HOLDERS

     The following table sets forth as of the date of this prospectus, the names
of the selling stockholders and the number of shares of Common Stock that each
selling stockholder holds that may be offered for sale from time to time under
this prospectus. All of the shares of Common Stock which may be sold by the
selling stockholders were issued under our 1995 Stock Option Plan. Beneficial
ownership calculations are determined in accordance with the rules of the SEC
and are based on 23,646,435 shares outstanding as of May 31, 2000. In computing
the number of shares beneficially owned by a person and the percentage ownership
of that person, shares of common stock that are presently exercisable or that
will become exercisable within 60 days of May 31, 2000 are deemed outstanding
for such person, but are not treated as outstanding for the purpose of computing
the percentage ownership of any other person. Until we satisfy the requirements
for use of Form S-3, which we anticipate will occur on October 1, 2000, the
volume limitations specified in Rule 144(e) under the Securities Act concerning
the amount of securities to be offered by each person and any other person with
whom he or she is acting in concert for the purpose of selling Vixel securities,
during any three-month period apply to the sale of the securities registered
hereunder. The following table shows the names of the selling stockholders and
the number of shares of common stock to be offered by them under this
prospectus.
PERCENT OF
                                                                BENEFICIAL       SHARES WHICH MAY
                                       SHARES BENEFICIALLY    OWNERSHIP AS OF     BE SOLD UNDER
        SELLING STOCKHOLDERS                  OWNED            MAY 31, 2000      THIS PROSPECTUS
        --------------------           -------------------    ---------------    ----------------
James M. McCluney(1).................       1,002,777               4.2%            1,000,000
Kurtis L. Adams(2)...................         218,940                 *               121,068
Charles A. Haggerty(3)...............       1,410,992               6.0%               16,666
Timothy M. Spicer(4).................         157,782                 *                16,666
Werner F. Wolfen(5)..................         247,950               1.0%               16,666
Gregory R. Olbright(6)...............       1,121,999               4.7%              415,290
Juan A. Rodriguez(7).................          47,752                 *                16,666
Mayfield VII Management
  Partners(8)........................          16,666                 *                16,666
-------------------------
 *  Beneficial ownership of less than 1%.
(1) Mr. McCluney is our president and chief executive and chairman of our board
    of directors. The number of shares beneficially owned by Mr. McCluney
    includes 729,167 shares subject to repurchase within 60 days of May 31, 2000
    and 50,000 shares held by the Willow Trust.
(2) Mr. Adams is our chief financial officer, vice president of finance,
    treasurer and secretary. The number of shares beneficially owned by Mr.
    Adams includes 95,599 shares subject to options exercisable within 60 days
    of May 31, 2000 and 68,987 shares subject to repurchase within 60 days of
    May 31, 2000.
(3) Mr. Haggerty is a member of our board of directors. The number of shares
    beneficially owned by Mr. Haggerty includes 1,344,326 shares held by Western
    Digital Corporation and 50,000 shares held by the Charles A. Haggerty &
    Carleen R. Haggerty Trust. Mr. Haggerty is chairman of the board of Western
    Digital. He disclaims beneficial ownership of the shares held by Western
    Digital.
(4) Mr. Spicer is a member of our board of directors. The number of shares
    beneficially owned by Mr. Spicer includes 26,666 shares subject to options
    exercisable within 60 days of May 31, 2000.

                                       13
16

(5) Mr. Wolfen is a member of our board of directors. The number of shares
    beneficially owned by Mr. Wolfen includes 123,547 shares held in trust for
    the current and former partners of Irell and Manella LLP, 94,312 shares held
    by a Grantor's Retained Annuity Trust (GRAT) naming Mr. Wolfen as
    beneficiary, 15,719 shares held by the Richard Wolfen GRAT and 474 shares
    held by Mr. Wolfen's spouse. Mr. Wolfen disclaims beneficial ownership of
    the shares held in these trust except to the extent of his pecuniary
    interest therein.
(6) Mr. Olbright resigned as a member of our board of directors on December 31,
    1999. The number of shares beneficially owned by Mr. Olbright includes
    15,976 shares subject to repurchase within 60 days of May 31, 2000.
(7) Mr. Rodriguez resigned as a member of our board of directors upon expiration
    of his term of office on May 24, 2000.
(8) Mr. Kevin Fong, one of our directors, is a general partner of Mayfield VII
    Management Partners, a California limited partnership.

                              PLAN OF DISTRIBUTION

     We have been advised by the selling stockholders that they intend to sell
all or a portion of the shares offered hereby from time to time in the Nasdaq
National Market and that sales will be made at prices prevailing in the Nasdaq
National Market at the times of such sales. The selling stockholders may also
make private sales directly or through a broker or brokers, who may act as agent
or as principal. Further, the selling stockholders may choose to dispose of the
shares offered hereby by gift to a third party or as a donation to a charitable
or other non-profit entity. In connection with any sales, the selling
stockholders and any brokers participating in such sales may be deemed to be
underwriters within the meaning of the Securities Act.

     Any broker-dealer participating in such transactions as agent may receive
commissions from the selling stockholders (and, if such broker acts as agent for
the purchaser of such shares, from such purchaser). Broker-dealers may agree
with the selling stockholders to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the selling stockholders, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
the selling stockholders. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve cross transactions and block transactions and which may involve sales to
and through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or otherwise
at market prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of such
shares commissions computed as described above.

     We have advised the selling stockholders that Regulation M promulgated
under the Exchange Act may apply to sales in the market and have informed them
of the possible need for delivery of copies of this prospectus. The selling
stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including
liabilities arising under the Securities Act. Any commissions paid or any
discounts or concessions allowed to any such broker-dealers, and, if any such
broker-dealers purchase shares as principal, any profits received on the resale
of such shares, may be deemed to be underwriting discounts and commissions under
the Securities Act.

     Any securities covered by this prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus. In general, under Rule 144 as currently in effect,
a person (or persons whose shares are aggregated), including any

                                       14
17

person who may be deemed to be our "affiliate," is entitled to sell within any
three month period "restricted shares" beneficially owned by him or her in an
amount that does not exceed the greater of (i) 1% of the then outstanding shares
of common stock or (ii) the average weekly trading volume in shares of common
stock during the four calendar weeks preceding such sale, provided that at least
one year has elapsed since such shares were acquired from us or our affiliate.
Sales are also subject to certain requirements as to the manner of sale, notice
and availability of current public information regarding us. However, a person
who has not been our "affiliate" at any time within three months prior to the
sale is entitled to sell his or her shares without regard to the volume
limitations or other requirements of Rule 144, provided that at least one year
has elapsed since such shares were acquired from us or our affiliate.

     There can be no assurance that the selling stockholders will sell any or
all of the shares of common stock offered under this prospectus.

                                    EXPERTS

     The financial statements incorporated in this Prospectus and in the
registration statement by reference in the Annual Report on Form 10-K of Vixel
Corporation for the year ended January 2, 2000 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following documents and information previously filed by us with the
Securities and Exchange Commission are hereby incorporated by reference in this
registration statement:

          (a) Our Quarterly Report on Form 10-Q for the fiscal quarter ended
     April 2, 2000.

          (b) Our Annual Report on Form 10-K, as amended, for the year ended
     January 2, 2000.

          (c) The description of our common stock contained in the registration
     statement on Form 8-A filed September 2, 1999 pursuant to Section 12(g) of
     the Exchange Act, including any amendment or report filed for the purpose
     of updating such description.

     All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing such
documents.

     We hereby undertake to provide without charge to each person to whom a copy
of this prospectus is delivered, upon written or oral request of any such
person, a copy of any and all of the information that has been or may be
incorporated by reference in this prospectus, other than exhibits to such
documents. Requests for such copies should be directed to the attention of our
Chief Financial Officer, at 11911 North Creek Parkway South, Bothell, Washington
98011. Our telephone number at that location is (425) 806-5509.

                                       15
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                       ADDITIONAL INFORMATION ABOUT VIXEL

     We are subject to the informational reporting requirements of the
Securities Exchange Act of 1934 and in accordance therewith file reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy and information statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission. You may read and copy this information at any of
the following public reference facilities:
Room 1024, Judiciary Plaza           Seven World Trade Center    Citicorp Center
450 Fifth Street, N.W.               Suite 1300                  500 West Madison Street
Washington, D.C. 20549               New York, New York 10048    Suite 1400
                                                                 Chicago, Illinois 60661
Copies of such material may be obtained by mail at prescribed rates from
the Public Reference Section of the Commission, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission also maintains a Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at the
address http://www.sec.gov.

     Our Common Stock is listed for quotation on the Nasdaq National Market, and
such reports, proxy and information statements and other information concerning
us may be inspected at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.

                                INDEMNIFICATION

     Our Restated Certificate of Incorporation limits the liability of directors
to the maximum extent permitted by Delaware law. Delaware law provides that a
director of a corporation will not be personally liable for monetary damages for
breach of that individual's fiduciary duties as a director except for liability
(a) for any breach of the director's duty of loyalty to the company or to its
stockholders, (b) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (c) for unlawful payments
of dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law or (d) for any transaction from
which a director derives an improper personal benefit.

     Our Bylaws provide that we shall indemnify our directors and executive
officers and may indemnify our officers, employees and other agents to the
fullest extent not prohibited by law. The Bylaws also permit us to advance
expenses incurred by an indemnified party in connection with the defense of any
action or proceeding arising out of his or her status or service as our
director, officer, employee or other agent upon an undertaking by him or her to
repay any advances if it is ultimately determined that he or she is not entitled
to indemnification.

     We have entered into separate indemnification agreements with our directors
and officers, and we intend to enter into indemnification agreements with any
new directors and officers in the future.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, executive officers or persons controlling
the Company, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

                                       16
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                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information previously filed by us with the
Securities and Exchange Commission are hereby incorporated by reference in this
registration statement:

          (a) Our Quarterly Report on Form 10-Q for the fiscal quarter ended
     April 2, 2000.

          (b) Our Annual Report on Form 10-K, as amended, for the year ended
     January 2, 2000.

          (c) The description of our common stock contained in the registration
     statement on Form 8-A filed September 2, 1999 pursuant to Section 12(g) of
     the Exchange Act, including any amendment or report filed for the purpose
     of updating such description.

     All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Our Restated Certificate of Incorporation limits the liability of directors
to the maximum extent permitted by Delaware law. Delaware law provides that a
director of a corporation will not be personally liable for monetary damages for
breach of that individual's fiduciary duties as a director except for liability
(a) for any breach of the director's duty of loyalty to the company or to its
stockholders, (b) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (c) for unlawful payments
of dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law or (d) for any transaction from
which a director derives an improper personal benefit.

     Our Bylaws provide that we shall indemnify our directors and executive
officers and may indemnify our officers, employees and other agents to the
fullest extent not prohibited by law. The Bylaws also permit us to advance
expenses incurred by an indemnified party in connection with the defense of any
action or proceeding arising out of his or her status or service as our
director, officer,

                                      II-1
20

employee or other agent upon an undertaking by him or her to repay any advances
if it is ultimately determined that he or she is not entitled to
indemnification.

     We have entered into separate indemnification agreements with our directors
and officers, and we intend to enter into indemnification agreements with any
new directors and officers in the future.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, executive officers or persons controlling
the Company, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     The issuance of the shares being offered by the Form S-3 prospectus were
deemed to be exempt from registration under the Securities Act in reliance on
Section 4(2) of the Securities Act as transactions by an issuer not involving a
public offering. The recipients of our securities in each such transaction
represented their intention to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof and
appropriate legends were affixed to the share certificates and instruments
issued in such transactions. All recipients had adequate access, through their
relationship with us, to information about us.

ITEM 8. EXHIBITS.
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
5.1      Opinion of Cooley Godward LLP.
10.2*     Amended and Restated 1995 Stock Option Plan and forms of
          agreement thereunder
23.1      Consent of PricewaterhouseCoopers LLP, Independent
          Accountants.
23.2      Consent of Cooley Godward LLP contained in Exhibit 5.1 to
          this Registration Statement.
24.1      Power of Attorney contained on the signature pages.
99.1      2000 Non-Officer Equity Incentive Plan.
-------------------------
* Incorporated by reference to the exhibit bearing the same number filed with
  Registrant's Registration Statement on Form S-1, as amended (No. 333-81347).

ITEM 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in this Registration Statement or any material change
     to such information in this Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, as amended, each such post-effective amendment
     shall be deemed to be a new Registration Statement relating to the
     securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered, which remain unsold at the
     termination of the offering.

                                      II-2
21

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
22

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Bothell,
King County, State of Washington, on June 9, 2000.

                                          VIXEL CORPORATION

                                          By:     /s/ JAMES M. MCCLUNEY
                                            ------------------------------------
                                                     James M. McCluney
                                               President and Chief Executive
                                                         Officer and
                                             Chairman of the Board of Directors

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James M. McCluney and Kurtis L. Adams and
each of them or any one, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments, exhibits thereto and other documents in
connection therewith) to this Registration Statement and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                      TITLE                  DATE
                       ---------                                      -----                  ----
/s/ JAMES M. MCCLUNEY                     President, Chief Executive    June 9, 2000
--------------------------------------------------------   Officer and Chairman of the
                   James M. McCluney                      Board of Directors (Principal
                                                               Executive Officer)

                  /s/ KURTIS L. ADAMS                     Chief Financial Officer, Vice  June 9, 2000
--------------------------------------------------------  President Finance, Treasurer
                    Kurtis L. Adams                         and Secretary (Principal
                                                            Financial and Accounting
                                                                    Officer)

                                                                    Director
--------------------------------------------------------
                     Kevin A. Fong

                /s/ CHARLES A. HAGGERTY                             Director             June 9, 2000
--------------------------------------------------------
                  Charles A. Haggerty

                 /s/ TIMOTHY M. SPICER                              Director             June 9, 2000
--------------------------------------------------------
                   Timothy M. Spicer

                  /s/ WERNER F. WOLFEN                              Director             June 9, 2000
--------------------------------------------------------
                    Werner F. Wolfen
II-4
23

                                 EXHIBIT INDEX
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
5.1      Opinion of Cooley Godward LLP.
10.2*     Amended and Restated 1995 Stock Option Plan and forms of
          agreement thereunder
23.1      Consent of PricewaterhouseCoopers LLP, Independent
          Accountants.
23.2      Consent of Cooley Godward LLP contained in Exhibit 5.1 to
          this Registration Statement.
24.1      Power of Attorney contained on the signature pages.
99.1      2000 Non-Officer Equity Incentive Plan.
---------------
* Incorporated by reference to the exhibit bearing the same number filed with
  Registrant's Registration Statement on Form S-1, as amended (No. 333-81347).