SC TO-I/A 1 a71576a5scto-ia.txt AMENDMENT NO 5 TO SCHEDULE TO-I 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE TO (RULE 13e-4) ---------- TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) ---------- BROADCOM CORPORATION (Name of Subject Company (Issuer)) ---------- BROADCOM CORPORATION (Name of Filing Person (Offeror)) ---------- Certain Options to Purchase Class A or Class B Common Stock, Par Value $.0001 Per Share, Having an Exercise Price Per Share of $45.00 or More (Title of Class of Securities) ---------- 111320 10 7 (CUSIP Number of Class of Securities) (Underlying Common Stock) ---------- David A. Dull, Esq. Vice President of Business Affairs, General Counsel and Secretary Broadcom Corporation 16215 Alton Parkway Irvine, California 92618-3616 (949) 450-8700 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) Copy to: Rod J. Howard, Esq. S. James DiBernardo, Esq. Stephen B. Sonne, Esq. Two Embarcadero Place 2200 Geng Road Palo Alto, California 94303 (650) 424-0160 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] ================================================================================ 2 The filing of this Amendment No. 5 to Schedule TO shall not be construed as an admission by Broadcom Corporation that the Offer constitutes an issuer tender offer for purposes of the Securities Exchange Act of 1934 and the rules promulgated thereunder. Introductory Statement This Amendment No. 5 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed with the Securities and Exchange Commission (the "Commission") on April 30, 2001, as amended, and reports the final results of our offer to exchange certain options to purchase shares of our Class A or Class B common stock, par value $.0001 per share, having an exercise price per share of $45.00 or more for new options to purchase shares of our Class A common stock upon the terms and subject to the conditions described in the Offer to Exchange dated May 24, 2001, and the related Letter of Transmittal. Item 4. Terms of the Transaction. Item 4 of the Schedule TO is hereby amended and supplemented as follows: The Offer made pursuant to the Schedule TO expired at 11:59 p.m. Pacific Daylight (California) Time, Saturday, June 23, 2001. The Company accepted for exchange and cancellation Eligible Options and Required Options to purchase an aggregate of approximately 18,716,811 shares of the Company's Common Stock representing 43.8% of the options subject to the Offer. The Company expects to issue New Options to purchase 18,716,811 shares of its Common Stock in exchange for the Eligible Options and Required Options accepted for exchange and cancellation as described in the Offer to Exchange. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 5 to Schedule TO is true, complete and correct. Broadcom Corporation /s/ William J. Ruehle --------------------------- William J. Ruehle Vice President and Chief Financial Officer Date: June 29, 2001 2