UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 22, 2023
Broadcom Inc.
(Exact Name of Registrant as Specified in Charter)
|
Delaware
|
001-38449
|
35-2617337
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
3421 Hillview Avenue
Palo Alto, California 94304
(Address of principal executive offices including zip code)
(650) 427-6000
(Registrant’s telephone number, including area code)
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))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
|
Common Stock, $0.001 par value
|
AVGO
|
The NASDAQ Global Select Market
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On November 22, 2023, Broadcom Inc. (“Broadcom”) completed its acquisition of VMware, Inc. (“VMware”) pursuant to the Agreement and
Plan of Merger (the “Merger Agreement”), dated as of May 26, 2022, by and among Broadcom, VMware and the other parties named therein.
This Amendment No. 1 on Form 8-K/A is being filed to amend Item 9.01(a) and (b) of the Current Report on Form 8-K that Broadcom filed
with the Securities and Exchange Commission (“SEC”) on November 22, 2023 regarding the completion of its acquisition of VMware to include the historical financial statements of VMware required by Item 9.01(a) of Form 8-K and the pro forma financial
information required by Item 9.01(b) of Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits.
|
(a) Financial Statements of Businesses Acquired
The audited financial statements of VMware as of and for the year ended February 3, 2023, together with the notes related thereto and
the Report of Independent Registered Public Accounting Firm thereon, and unaudited financial statements of VMware as of and for the nine months ended November 3, 2023, are filed as Exhibits 99.1 and 99.2, respectively, to this Form 8-K/A and
incorporated by reference herein.
(b) Pro Forma Financial Information
The unaudited pro forma financial information for Broadcom, after giving effect to the acquisition of VMware and adjustments described
in such pro forma financial information, is attached hereto as Exhibit 99.3 and incorporated by reference herein.
(d) Exhibits
|
Exhibit No.
|
|
Description
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL).
|
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.
| Date: February 8, 2024 |
|
| |
|
| |
Broadcom Inc.
|
| |
|
|
| |
By:
|
/s/ Kirsten M. Spears
|
| |
Name:
|
Kirsten M. Spears
|
| |
Title:
|
Chief Financial Officer and Chief Accounting Officer
|