-----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, DsdUfG0fVkFlv70kbCFgCjCBNhBBTPJd0Gx2oqV82x0uZEMMEbDIU+EgoJahvDIc SGMYpz0MCCSD21riJRWf+g== 0001095811-01-502893.txt : 20010622 0001095811-01-502893.hdr.sgml : 20010622 ACCESSION NUMBER: 0001095811-01-502893 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010621 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-54415 FILM NUMBER: 1664963 BUSINESS ADDRESS: STREET 1: 16215 ALTON PARKWAY CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9494508700 MAIL ADDRESS: STREET 1: 16215 ALTON PARKWAY CITY: IRVINE STATE: CA ZIP: 92618 FILED BY: 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: SC TO-I/A BUSINESS ADDRESS: STREET 1: 16215 ALTON PARKWAY CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9494508700 MAIL ADDRESS: STREET 1: 16215 ALTON PARKWAY CITY: IRVINE STATE: CA ZIP: 92618 SC TO-I/A 1 a71576a4scto-ia.txt AMENDMENT NO. 4 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. 4) ---------- 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. 4 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. 4 (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, relating to 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. This Amendment No. 4 extends the Offer such that the Expiration Date shall be 11:59 p.m. Pacific Daylight (California) Time, Saturday, June 23, 2001. Item 12. Exhibits. A. Exhibit (a)(1) to the Schedule TO, is hereby amended to extend the offer period such that the Expiration Date shall be 11:59 p.m. Pacific Daylight (California) Time, Saturday, June 23, 2001. B. Exhibit (a)(23) to this Amendment is hereby filed as Exhibit (a)(23) to the Schedule TO. 1 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. 4 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 21, 2001 2 4 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION ------- ----------- (a)(23) - Form of Notice of Extension of the Expiration Date for the Option Exchange Offer to 11:59 p.m. Pacific Daylight (California) Time, Saturday, June 23, 2001. 3 EX-99.(A)(23) 2 a71576a4ex99-a23.txt EXHIBIT (A)(23) 1 EXHIBIT (a)(23) FORM OF NOTICE OF EXTENSION OF THE EXPIRATION DATE FOR THE OPTION EXCHANGE OFFER To: All Broadcom Employees Eligible to Participate in the Option Exchange Offer From: Nancy Tullos, Vice President of Human Resources Date: June 20, 2001 Subject: Extension of the Deadline for Delivery of Letters of Transmittal in the Option Exchange Offer Because we recognize that it has been difficult for many of you to decide whether or not to exchange your eligible options in the Option Exchange and Supplemental Option Grant Program, we have decided to extend the Expiration Date of the Offer until 11:59 p.m. Pacific Daylight (California) Time on Saturday, June 23, 2001. No further extensions of this deadline are likely or contemplated. Accordingly, if you are electing to exchange any of your eligible options in the Offer, we must receive your Letter of Transmittal by this new deadline. You may submit your Letter of Transmittal to your authorized designated representative until 5:00 p.m. Pacific Daylight (California) Time on Friday, June 22, 2001 and to Shareholder Services in Irvine any time until 11:59 p.m. Pacific Daylight (California) Time on June 23, 2001. You can also submit your Letter of Transmittal by facsimile to any of the following facsimile numbers: (949) 450-1484 (949) 450-0754 (949) 926-6601 (949) 585-6231 As a reminder, your authorized designated representative is: Name Location Atlanta Bangalore Massachusetts Mechelen Netherlands New Jersey Northern California - CABU Northern California - Gateway Northern California - Sunnyvale Northern California - Zanker Phoenix Seattle ServerWorks Singapore Southern California - El Segundo Southern California - Irvine 1 2 Southern California - Pasadena Southern California - San Diego Taiwan Texas UK - Bristol, Cambridge Vancouver We cannot accept late submissions, and therefore we urge you to respond early to avoid any last minute problems. Remember, if you are not electing to tender any of your outstanding eligible options for exchange, you do not have to complete the Letter of Transmittal; no action is required on your part. 2 -----END PRIVACY-ENHANCED MESSAGE-----