SECURITIESTable ANDof EXCHANGE COMMISSION Contents

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

May 2830, 2002 Date of Report (date of earliest event reported)

GADZOOX NETWORKS, INC. (Exact name of Registrant as specified in its charter)

Delaware (State of other jurisdiction of incorporation)

000-26541		77-0308899
(Commission File)		(IRS Employer Identification Number)


000-26541 (Commission File)		77-0308899 (IRS Employer Identification Number)

5850 Hellyer Avenue San Jose, CA 95138 (Address of principal executive offices, including zip code)

(408) 360-4950 (Registrant’s telephone number, including area code)

~~ITEM~~TABLE ~~5. OTHER~~OF ~~EVENTS~~ CONTENTS

On May 28, 2002, Gadzoox Networks, Inc. issued a press release announcing that it received a letter from Nasdaq notifying Gadzoox that it has not met certain requirements for continued listing on The Nasdaq National Market. Gadzoox has requested a hearing with Nasdaq, and the stock will remain listed on The Nasdaq National Market at least until the date of the hearing, which has not yet been determined. The press release is attached as Exhibit 99.1 to this report on Form 8-K.


	ITEM 5. OTHER EVENTS
	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1

ITEMTable 7. FINANCIALof STATEMENTS AND EXHIBITS Contents

~~(c) Exhibits~~ITEM 5. ~~The~~OTHER ~~following exhibits are filed with this report.~~EVENTS

Exhibit Number		Description
99.1		Press Release, dated May 28, 2002

Gadzoox Networks, Inc. announced that Steve Dalton has been appointed as its new president and chief executive officer, effective May 30, 2002. Mr. Dalton will replace Michael Parides, who resigned his positions as president and chief executive officer and as a member of the board of directors. In addition to his role as Gadzoox’ new chief executive officer, Mr. Dalton has been appointed as a director to fill the vacancy on the board of directors created by Mr. Parides’ resignation. Mr. Dalton previously held the position of vice president of engineering with Gadzoox.

~~-1-~~ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

~~SIGNATURES~~ (c) Exhibits. The following exhibits are filed with this report.

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


Exhibit Number		Description

99.1		Press Release, dated June 3, 2002

GADZOOXTable NETWORKS,of INC.Contents

~~Date: May 28, 2002 By: /s/ Barbara Velline~~SIGNATURES

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

-2-


	GADZOOX NETWORKS, INC.


Date:June 3, 2002	By:	/s/ Barbara Velline

		Barbara Velline Chief Financial Officer

INDEXTable TOof EXHIBITS Contents

~~Exhibit~~INDEX ~~Number~~TO ~~Description~~EXHIBITS

99.1 Press Release, dated May 28, 2002, of Gadzoox Networks, Inc.


Exhibit Number		Description

99.1		Press Release, dated June 3, 2002, of Gadzoox Networks, Inc.

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