8-K 1 a66368e8-k.txt FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 3, 2000 BROADCOM CORPORATION (Exact Name of Registrant as Specified in Charter)
California 000-23993 33-0480482 ---------------------------- -------------------------- -------------------------- (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation)
16215 Alton Parkway, Irvine, California 92618 --------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (949) 450-8700 Not Applicable ------------------------------------------------------ (Former Name or Former Address, if Changed since Last Report) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On October 3, 2000 Broadcom Corporation (the "Company") completed the acquisition of NewPort Communications, Inc. ("NewPort") in accordance with the Merger Agreement and Plan of Reorganization dated as of August 9, 2000, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by this reference. NewPort designs and develops high-performance integrated circuits for optical communications. In connection with the acquisition, the Company issued an aggregate of 5,211,050 shares of its Class A common stock in exchange for all outstanding shares of NewPort preferred and common stock and reserved 411,088 additional shares of Class A common stock for issuance upon exercise of outstanding employee stock options of NewPort. The share issuances were exempt from registration pursuant to section 3(a)(10) of the Securities Act of 1933, as amended. Portions of the shares issued will be held in escrow pursuant to the terms of the merger agreement as well as various employee share repurchase agreements. The merger transaction will be accounted for under the purchase method of accounting. The Company expects to record a one-time charge for purchased in-process research and development expenses related to the acquisition in its fourth fiscal quarter, ending December 31, 2000. The amount of the one-time charge has not yet been determined. The Company's press release announcing completion of the acquisition is included herein as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired. The financial information required by this item will be filed by amendment within 60 days of October 18, 2000. (b) Pro forma financial information. The financial information required by this item will be filed by amendment within 60 days of October 18, 2000. (c) Exhibits. 2.1 Merger Agreement and Plan of Reorganization by and among Broadcom Corporation, NewPort Communications, Inc. and the Other Parties Signatory Thereto dated as of August 9, 2000 99.1 Press Release dated October 3, 2000, of the Registrant 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BROADCOM CORPORATION, a California corporation October 18, 2000 By: /s/ WILLIAM J. RUEHLE ------------------------------------- William J. Ruehle Vice President and Chief Financial Officer /s/ SCOTT J. POTERACKI ------------------------------------ Scott J. Poteracki Senior Director of Finance and Corporate Controller (Principal Accounting Officer) 4 Exhibit Index 2.1 Merger Agreement and Plan of Reorganization by and among Broadcom Corporation, NewPort Communications, Inc. and the Other Parties Signatory Thereto dated as of August 9, 2000 99.1 Press Release dated October 3, 2000, of the Registrant