-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F51OAGwhrWdzcCeTyUi+by7J1uBzDPOLZ9geJDwwaWAWEuuJI3QQyCj/eBBcNikS XJ0W4lMxwa2rK77Hnb5xBw== 0000892569-99-001629.txt : 19990625 0000892569-99-001629.hdr.sgml : 19990625 ACCESSION NUMBER: 0000892569-99-001629 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990531 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROADCOM CORP CENTRAL INDEX KEY: 0001054374 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330480482 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23993 FILM NUMBER: 99638525 BUSINESS ADDRESS: STREET 1: 16251 ALTON PARKWAY CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9494508700 MAIL ADDRESS: STREET 1: 16251 ALTON PARKWAY CITY: IRVINE STATE: CA ZIP: 92618 8-K 1 FORM 8-K DATED MAY 31, 1999 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): May 31, 1999 BROADCOM CORPORATION (Exact Name of Registrant as Specified in Charter) California 000-23993 33-0480482 - ---------------------------- ------------------------ ------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 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 5. OTHER EVENTS On June 1, 1999, Broadcom Corporation ("Broadcom") issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On June 1, 1999, Broadcom issued a press release, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference. ITEM 7. EXHIBITS (a) Not Applicable. (b) Not Applicable. (c) Exhibits 99.1 Press Release dated June 1, 1999, of the Registrant. 99.2 Press Release dated June 1, 1999, 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 June 1, 1999 By: /s/ WILLIAM J. RUEHLE ------------------------- William J. Ruehle Vice President and Chief Financial Officer 4 Index to Exhibits
EXHIBIT NUMBER EXHIBIT - ------ ------- 99.1 Press Release dated June 1, 1999, of the Registrant. 99.2 Press Release dated June 1, 1999, of the Registrant.
EX-99.1 2 PRESS RELEASE RE:ARMEDIA, INC. ACQUISITION 1 EXHIBIT 99.1 NEWS RELEASE MEDIA CONTACT FINANCIAL ANALYST CONTACT Bill Blanning William J. Ruehle Sr. Director, Vice President and Corporate Communications Chief Financial Officer 949-450-8700 949-450-8700 blanning@broadcom.com billr@broadcom.com INVESTOR RELATIONS CONTACT Esteban R. Torres 949-585-5663 etorres@broadcom.com BROADCOM CORPORATION ADDS R&D CAPABILITY IN INDIA THROUGH ARMEDIA, INC. ACQUISITION IRVINE, Calif. - June 1, 1999 - Broadcom Corporation (Nasdaq: BRCM), a leading developer of integrated circuits enabling high-speed broadband communications to and throughout the home and business, today announced that it has acquired Armedia, Inc., a developer of advanced semiconductor products in Bangalore, India. Armedia's team of 38 engineers, with 31 located in Bangalore, will provide Broadcom high quality and experienced engineering talent as well as a base for access to the large and growing cable market in India. Bangalore has established a reputation as the "Silicon Valley of India" and is home to over 200 high technology companies, with talent available in all aspects of VLSI design, software and systems development. Broadcom issued 702,000 shares of its Class B Common Stock in exchange for all shares of Armedia Preferred and Common Stock, including shares issuable upon exercise of employee stock options and other rights. The merger transaction was approved by the Boards of Directors of both companies and by Armedia's stockholders. It will be accounted for as a pooling of interests. 2 "India is already recognized as a world leader in the production of video content and distribution, which ultimately drives a large potential market for Broadcom's products," said Dr. Henry T. Nicholas III, President and CEO of Broadcom. "Broadcom is the U.S. market leader in broadband communications with our broadband cable and telephone line technology for television set-tops and high-speed modems. The addition of Armedia allows us to grow our research and development capabilities and will at the same time help us become a leading supplier of integrated circuits for broadband communication solutions in the large and rapidly growing Indian market." Tushar A. Dave, Armedia's President & CEO, said, "Armedia is thrilled to team up with one of the world leaders in broadband communication solutions. We believe recent changes in Indian Government policies allowing cable operators to provide Internet services and, in the future, telephony services, opens up a large potential market for Broadcom's chip products. We expect to be able to bring Broadcom's world-class broadband solutions to the Indian market and to play a key role in facilitating development of India's next-generation communication infrastructure." Armedia, Inc. is a Delaware corporation with an Indian subsidiary. Armedia's Bangalore employees will comprise the core of Broadcom's new Indian subsidiary, to be known as Broadcom India Pvt. Ltd. Armedia's U.S. employees will join Broadcom's existing Silicon Valley operations in San Jose, Calif. ABOUT ARMEDIA Armedia, Inc. is a developer of high performance digital video decoders. Its digital video technology has been licensed to leading electronics companies. Armedia has the capability to develop complete solutions, including integrated circuits, software and system reference designs. ABOUT BROADCOM Broadcom Corporation is a leading provider of highly integrated silicon solutions that enable broadband digital transmission of voice, data and video content to and throughout the home and within the business enterprise. Using proprietary technologies and 3 advanced design methodologies, the Company designs, develops and supplies integrated circuits for a number of the most significant broadband communications markets, including the markets for cable set-top boxes, cable modems, high-speed office networks, home networking, direct broadcast satellite and terrestrial digital broadcast, and digital subscriber line (xDSL). Broadcom is headquartered in Irvine, Calif., and may be contacted at 949-450-8700 or at www.broadcom.com. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This release may contain forward-looking statements based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us. Words such as "anticipates," "expects," "intends," "plans," "believes," "may," "will" and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Important factors that may cause such a difference for Broadcom in connection with the acquisition of Armedia, Inc. include, but are not limited to, the risks inherent in acquisitions of technologies and businesses, including the timing and successful completion of technology and product development through production readiness, integration issues, unanticipated expenditures, changing relationships with customers, suppliers and strategic partners, potential contractual, intellectual property or employment issues, and the risks that the acquisition cannot be completed successfully or that anticipated benefits are not realized; intellectual property disputes; risks and uncertainties associated with international operations; our ability to retain and hire key executives, technical personnel and other employees in the numbers, with the capabilities, and at the compensation levels needed to implement our business and product plans; business disruptions, claims, expenses and other difficulties resulting from "Year 2000" problems in computer-based systems used by us, our suppliers or our customers; general economic conditions and specific conditions in the markets we address; and other factors. Our recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other Securities and Exchange Commission filings discuss some of the important risk factors that may affect our business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. -###- Broadcom(R), Armedia(TM) and the pulse logo are trademarks of Broadcom Corporation and/or its subsidiaries. EX-99.2 3 PRESS RELEASE RE:COMPLETION OF ACQUISITIONS 1 EXHIBIT 99.2 NEWS RELEASE MEDIA CONTACT FINANCIAL ANALYST CONTACT Bill Blanning William J. Ruehle Sr. Director, Vice President and Corporate Communications Chief Financial Officer 949-450-8700 949-450-8700 blanning@broadcom.com billr@broadcom.com INVESTOR RELATIONS CONTACT Esteban R. Torres 949-585-5663 etorres@broadcom.com BROADCOM CORPORATION COMPLETES ACQUISITION OF MAVERICK NETWORKS, EPIGRAM, INC. AND ARMEDIA, INC. IRVINE, Calif. - June 1, 1999 - Broadcom Corporation (Nasdaq: BRCM), a leading developer of integrated circuits enabling high-speed broadband communications to and throughout the home and business, today announced that it has completed the acquisitions by merger of Maverick Networks, Epigram, Inc. and Armedia, Inc. The transactions were originally announced on January 25, April 25, and June 1, 1999, respectively. In connection with the three acquisitions, which closed on May 31, Broadcom issued an aggregate of 6,363,822 shares of its Class B Common Stock and reserved an additional 666,462 shares of its Class B Common Stock for issuance upon exercise of outstanding employee stock options, warrants and other rights. 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 in each transaction will be held in escrow pursuant to the terms of the respective merger agreements as well as various employee share repurchase agreements. Shares of Broadcom's Class B Common Stock are identical to Class A Common Stock except for certain voting rights, may be converted into Class A Common Stock at the 2 holder's option, and are automatically converted into Class A Common Stock upon sale and most other transfers. Broadcom's Class A Common Stock is traded on the Nasdaq National Market(R); the Class B Common Stock is not publicly traded. After giving effect to the acquisitions, Broadcom had outstanding approximately 99.1 million shares of Class A Common Stock and Class B Common Stock in the aggregate at May 31. Each of the acquisitions will be accounted for as a pooling of interests. Broadcom's financial reports for the second fiscal quarter of 1999 (ending June 30) and prior periods will reflect the effect of the acquisitions. The company expects to record a one-time charge in the second quarter to cover related expenses. Epigram will become Broadcom's Home Networking Division, based in Sunnyvale, Calif. Employees of Maverick Networks and Armedia's U.S. office will join Broadcom's existing Silicon Valley operations in San Jose, Calif. Employees of Armedia's design subsidiary in Bangalore, India will comprise the core of Broadcom's new Indian subsidiary, to be known as Broadcom India Pvt. Ltd. With the acquisitions, Broadcom's worldwide staff includes 641 employees, with over 435 engineers, of whom about 300 have advanced degrees, including over 65 Ph.D.s. Broadcom has about 155 employees in Silicon Valley, 363 in Irvine, and 123 at other locations in the United States and seven other countries. ABOUT BROADCOM Broadcom Corporation is a leading provider of highly integrated silicon solutions that enable broadband digital transmission of voice, data and video content to and throughout the home and within the business enterprise. Using proprietary technologies and advanced design methodologies, the Company designs, develops and supplies integrated circuits for a number of the most significant broadband communications markets, including the markets for cable set-top boxes, cable modems, high-speed office networks, home networking, direct broadcast satellite and terrestrial digital broadcast, and digital subscriber line (xDSL). Broadcom is headquartered in Irvine, Calif., and may be contacted at 949-450-8700 or at www.broadcom.com. 3 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This release may contain forward-looking statements based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us. Words such as "anticipates," "expects," "intends," "plans," "believes," "may," "will" and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Important factors that may cause such a difference for Broadcom in connection with the described acquisitions include, but are not limited to, the risks inherent in acquisitions of technologies and businesses, including the timing and successful completion of technology and product development through production readiness, integration issues, unanticipated expenditures, changing relationships with customers, suppliers and strategic partners, potential contractual, intellectual property or employment issues, and the risks that the acquisition cannot be completed successfully or that anticipated benefits are not realized; delays in the adoption and acceptance of industry standards in the office and home networking markets; the rate of adoption by our present and future customers and end-users of Broadcom's technologies and products; the timing of customer qualification of our products and the risks of non-qualification; the timing, rescheduling or cancellation of significant customer orders; the loss of a significant customer; the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products; intellectual property disputes; fluctuations in manufacturing yields and other problems or delays in the fabrication, assembly, testing or delivery of our products; risks and uncertainties associated with international operations; our ability to retain and hire key executives, technical personnel and other employees in the numbers, with the capabilities, and at the compensation levels needed to implement our business and product plans; the quality of our products; difficulties we encounter in achieving higher levels of design integration and in migrating product designs to smaller geometry processes; business disruptions, claims, expenses and other difficulties resulting from "Year 2000" problems in computer-based systems used by us, our suppliers or our customers; general economic conditions and specific conditions in the markets we address; and other factors. Our recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other Securities and Exchange Commission filings discuss some of the important risk factors that may affect our business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. -###- Broadcom(R), Maverick(TM), Maverick Networks(TM), Epigram(TM), Armedia(TM) and the pulse logo are trademarks of Broadcom Corporation and/or its subsidiaries. All other trademarks are the property of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----