-----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, EPRvQX52q+hLjZTb7ddhSICyAfN2nPPg94SxIxGFQZ9cZFCQFWNWfjxncf5o/csg Z0MrdfEb4F2p+1o4ZziruQ== 0001299933-07-004410.txt : 20070726 0001299933-07-004410.hdr.sgml : 20070726 20070725175726 ACCESSION NUMBER: 0001299933-07-004410 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070719 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070726 DATE AS OF CHANGE: 20070725 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: 1934 Act SEC FILE NUMBER: 000-23993 FILM NUMBER: 071000184 BUSINESS ADDRESS: STREET 1: 5300 CALIFORNIA AVENUE CITY: IRVINE STATE: CA ZIP: 92617-3038 BUSINESS PHONE: 949 926 5000 MAIL ADDRESS: STREET 1: 5300 CALIFORNIA AVENUE CITY: IRVINE STATE: CA ZIP: 92617-3038 8-K 1 htm_21654.htm LIVE FILING Broadcom Corporation (Form: 8-K)  

 


UNITED STATES
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

     
Date of Report (Date of Earliest Event Reported):   July 19, 2007

Broadcom Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
California 000-23993 33-0480482
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
5300 California Avenue, Irvine, California   92617
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (949) 926-5000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01 Entry into a Material Definitive Agreement.

On July 19, 2007 Broadcom Corporation entered into a Patent License Agreement with Verizon Communications Inc. and Verizon Wireless, an affiliate of Verizon Communications Inc. ("Verizon Wireless"), that grants Verizon Wireless a license to six U.S. patents, including those that are the subject of current litigation between Broadcom and Qualcomm Incorporated before the U.S. International Trade Commission (the "ITC") and the U.S. District Court for the Central District of California. Under the agreement, Verizon Wireless will make royalty payments to Broadcom at a rate of $6.00 for each 1xEV-DO handset, personal digital assistant, data card or other wireless device sold by Verizon Wireless commencing on the date of the agreement, subject to a maximum payment of $40 million per calendar quarter and a lifetime maximum of $200 million. Verizon Wireless has the right to terminate the agreement in certain circumstances, and Broadcom has the right to terminate the agreement in the event of a breach of the license o r other terms of the agreement by Verizon Wireless.

Pursuant to the agreement, Verizon Wireless has ceased its efforts to overturn the ITC’s order banning Qualcomm chips and certain mobile devices based on those chips from importation into the U.S.

Broadcom issued a press release on July 19, 2007 announcing the agreement. The full text of the press release is included as Exhibit 99.1 to this report and is incorporated herein by reference.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1—Press Release dated July 19, 2007 of the Registrant.






SIGNATURES

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
          
July 25, 2007   By:   Eric K. Brandt
       
        Name: Eric K. Brandt
        Title: Senior Vice President and Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release dated July 19, 2007 of the Registrant.
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

NEWS RELEASE

     
Broadcom Business Press Contact
Bill Blanning
Vice President, Global Media Relations
949-926-5555
blanning@broadcom.com
 




 
 
Verizon Press Contact
Nancy Stark
Executive Director, Corporate Communications
908-559-7520
nancy.stark@verizonwireless.com
  Broadcom Financial Analyst Contact
T. Peter Andrew
Vice President, Corporate Communications
949-926-5663
pandrew@broadcom.com
 
   

Broadcom and Verizon Wireless Enter into Licensing Agreement

Allowing Verizon Wireless to Offer Cell Phones Banned by ITC;

Companies Announce Broad-based Strategic Alliance

Verizon Wireless ceases efforts to overturn ITC ban on Qualcomm products

IRVINE, Calif. and NEW YORK, NY – July 19, 2007– Broadcom Corporation (Nasdaq: BRCM) and Verizon Wireless, an affiliate of Verizon Communications Inc. (NYSE: VZ), today announced a licensing agreement that permits the continued importation and sale by Verizon Wireless of mobile devices that are the subject of the current litigation between Broadcom and Qualcomm Incorporated (Nasdaq: QCOM) before the U.S. International Trade Commission.

The agreement allows Verizon Wireless, the largest wireless provider in the country by revenue, to sell new handsets and other wireless devices, ensuring the availability of the latest cell phone technology in handsets and personal digital assistants (PDAs) to consumers and businesses. Under the agreement, Verizon Wireless will make payments to Broadcom at a rate of $6.00 for each 1xEV-DO handset, PDA or data card sold after the effective date, subject to a maximum payment of $40 million per calendar quarter and a lifetime maximum payment of $200 million. The agreement provides Verizon a license to the six Broadcom patents currently being litigated between Broadcom and Qualcomm. Other terms and conditions of the agreement are confidential.

As a result of the agreement, Verizon Wireless will also cease its efforts to overturn the ITC’s recent order banning Qualcomm chips and certain cell phones based on those chips from importation, and will withdraw Verizon Wireless’s motion to stay that same ITC remedy previously filed with the U.S. Court of Appeals for the Federal Circuit.

“We are pleased to have worked out an agreement with Broadcom to ensure continued delivery of new and innovative products to our customers,” said Lowell C. McAdam, President and Chief Executive Officer of Verizon Wireless. “A market-based solution, like the one our two companies have announced today, is the most effective way to resolve these kinds of intellectual property issues.”

“Broadcom welcomes the opportunity to work with Verizon to ensure that next generation cell phones and personal digital assistants operating on the Verizon Wireless network will continue to flow into the United States,” said Scott A. McGregor, President and Chief Executive Officer of Broadcom. “This agreement reflects not only the strength of our intellectual property portfolio in the wireless space but also Broadcom’s commitment to work constructively with other industry players to resolve I.P. disputes and forge important new business relationships.”

Separately, Broadcom and Verizon Communications announced that they have entered into a strategic alliance. Verizon’s new Chief Technology Officer, Dick Lynch, said, “We will pursue a broad-based initiative with Broadcom involving new mobile device chipsets and other products, including Bluetooth® and wireless LAN solutions, optical network solutions, Multimedia over Coaxial Cable (MoCA) devices, GPS location technology, and DSL and fiber network components including set-top boxes, and pursue technology cross-licensing opportunities. Our mutual goal is to increase the availability of new, competitive products and services for our customers.”

“Broadcom’s many investments in technology and innovation over the past decade have created a broad array of advanced technologies that provide an ideal basis for the future networks and devices that Verizon wants to deploy,” said Dr. Henry Samueli, Broadcom’s Chairman and Chief Technical Officer. “We believe that this alliance between Verizon and Broadcom will result in significant new products and capabilities becoming available to the American public.”

Last year, an ITC administrative law judge and later the Commission itself found that Qualcomm’s cellular baseband chips infringe five claims of Broadcom’s U.S. Patent No. 6,714,983, which relates generally to power conservation in cellular phones. On June 7, 2007 the Commission issued its Final Determination on a remedy for Qualcomm’s infringement, ordering that certain Qualcomm chips that infringe the patent, and future downstream products such as cellular phones that incorporate those chips, be barred from importation into the United States.

President Bush has designated U.S. Trade Representative Susan C. Schwab to review the ITC action and make the decision on whether to allow the ITC order to stand or to disapprove it. The 60-day Presidential review period ends August 6.

About Verizon
Verizon Communications Inc., headquartered in New York, is a leader in delivering broadband and other wireline and wireless communication innovations to mass market, business, government and wholesale customers. Verizon Wireless operates America’s most reliable wireless network, serving 60.7 million customers nationwide. Verizon’s Wireline operations include Verizon Business, which delivers innovative and seamless business solutions to customers around the world, and Verizon Telecom, which brings customers the benefits of converged communications, information and entertainment services over the nation’s most advanced fiber-optic network. A Dow 30 company, Verizon has a diverse workforce of more than 238,000 and last year generated consolidated operating revenues of more than $88 billion.  For more information, visit www.verizon.com.

About Broadcom
Broadcom Corporation is a major technology innovator and global leader in semiconductors for wired and wireless communications. Broadcom products enable the delivery of voice, video, data and multimedia to and throughout the home, the office and the mobile environment. Broadcom provides the industry’s broadest portfolio of state-of-the-art, system-on-a-chip and software solutions to manufacturers of computing and networking equipment, digital entertainment and broadband access products, and mobile devices. These solutions support our core mission: Connecting everything®.

Broadcom is one of the world’s largest fabless semiconductor companies, with 2006 revenue of $3.67 billion, and holds over 2,200 U.S. and 900 foreign patents, more than 6,600 additional pending patent applications, and one of the broadest intellectual property portfolios addressing both wired and wireless transmission of voice, video and data. Broadcom is headquartered in Irvine, Calif., and has offices and research facilities in North America, Asia and Europe. Broadcom may be contacted at +1.949.926.5000 or at www.broadcom.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

All statements included or incorporated by reference in this release, other than statements or characterizations of historical fact, are forward- looking statements. These forward-looking statements are based on our respective current expectations, estimates and projections about our industry and business, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause Broadcom’s and/or Verizon’s actual results to differ materially and adversely from those expressed in any forward-looking statement.

For each of Broadcom and Verizon, its Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss the foregoing risks as well as other important risk factors that could contribute to such differences or otherwise affect our respective businesses, results of operations and financial condition. The forward-looking statements in this release speak only as of this date. Neither Broadcom nor Verizon undertakes any obligation to revise or update publicly any forward-looking statement for any reason.

BroadcomÒ, the pulse logo, Connecting everythingÒ, and the Connecting everything logo are among the trademarks of Broadcom Corporation and/or its affiliates in the United States, certain other countries and/or the EU. VerizonÒ and Verizon WirelessÒ are registered trademarks of Verizon Communications Inc. BluetoothÒ is a trademark of the Bluetooth SIG. Any other trademarks or trade names mentioned are the property of their respective owners.

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