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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): August 11, 1999
BROADCOM CORPORATION
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(Exact Name of Registrant as Specified in Charter)
California 000-23993 33-0480482
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
16215 Alton Parkway, Irvine, California 92618
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 450-8700
Not Applicable
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(Former Name or Former Address, if Changed since Last Report)
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ITEM 5. OTHER EVENTS
On August 11, 1999, Broadcom Corporation issued a press release, a copy
of which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7. EXHIBITS
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
99.1 -- Press Release dated August 11, 1999, of the Registrant.
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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
August 11, 1999 By: /s/ WILLIAM J. RUEHLE
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William J. Ruehle
Vice President and
Chief Financial Officer
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EXHIBIT 99.1
INVESTOR RELATIONS CONTACT:
Esteban R. Torres
949-585-5663
[email protected]
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MEDIA CONTACTS: FINANCIAL ANALYST CONTACT:
Bill Blanning or Adam Stein William J. Ruehle
Corporate Communications Dept Vice President and Chief Financial Officer
949-585-5555 (Blanning); 408-501-8030 (Stein) 949-450-8700
[email protected]; [email protected] [email protected]
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BROADCOM CORPORATION TO ACQUIRE ALTOCOM, INC.,
MODEM TECHNOLOGY INNOVATOR
Acquisition Leads the Integration Path for V.90
and Home Networking Technologies
IRVINE, Calif. - August 11, 1999 - Broadcom Corporation (Nasdaq: BRCM), a
leading provider of integrated circuits enabling high-speed broadband
communications to and throughout the home and business, today announced it has
signed a definitive agreement to acquire AltoCom, Inc., a Silicon Valley-based
leader in embedded and PC based modem solutions for Internet connectivity in
PCs, fax machines and consumer electronics devices.
AltoCom(R) is an industry leader in offering complete software data/fax modem
implementations for general purpose embedded processors, PC CPU's, and digital
signal processors (DSPs). The company's line of SoftModem products are already
in more than a dozen products from leading brand manufacturers, solving OEM
needs for high-speed data and fax modem functionality at a lower cost and power
consumption than traditional hardware modem solutions.
SoftModem products will be paired with technology from Broadcom's wholly-owned
home networking subsidiary, Epigram, Inc., yielding an integrated V.90 and home
networking solution for seamlessly accessing and sharing Internet content
throughout the home over the existing telephone line.
"The addition of AltoCom to the Broadcom family reinforces our commitment to
delivering integrated Internet access functionality," said Dr. Henry T. Nicholas
III, President and CEO of
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Broadcom. "AltoCom's SoftModem technology will provide our joint customer base
with scalable, high-speed and reliable embedded modem technology for use in
portable devices, PCs and remote access servers."
"Our pairing with Broadcom will add SoftModem performance, speed and reliability
to a whole new class of communications devices," said Zarko Draganic, Founder,
President and CEO of AltoCom. "Broadcom's extensive OEM customer base stands to
quickly gain an Internet access port featuring SoftModem and integrated home
networking technology."
Under the terms of the agreement, Broadcom will issue approximately 1.62 million
shares of its Class B Common Stock in exchange for all shares of AltoCom
Preferred and Common Stock, including shares issuable upon exercise of employee
stock options and other rights.
The merger transaction is expected to close within 60 days and will be accounted
for as a pooling of interests. The boards of directors of both companies have
approved the agreement. The transaction is subject to the approval of AltoCom
shareholders and satisfaction of regulatory requirements and other customary
closing conditions. Broadcom expects to record a one-time charge in its third
fiscal quarter to cover related expenses.
Shares of Broadcom's Class B Common Stock are identical to Broadcom Class A
Common Stock except for certain voting rights, may be converted into Class A
Common Stock at the 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.
ABOUT ALTOCOM
AltoCom, Inc. was founded in 1997 and specializes in portable DSP software for
communications. AltoCom is headquartered in Mountain View, Calif. The AltoCom
SoftModem is high-performance software capable of performing a full suite of
data and fax modem functions on general-purpose microprocessors, without
dedicated modem hardware. The AltoCom line of SoftModem products was designed
from the ground up to be extremely portable across modern processor
architectures, making it suitable for many different types of
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communication devices and processors. AltoCom SoftModems enable manufacturers of
computers, fax machines, remote access servers, and other communications devices
to reduce the cost, size, power consumption and complexity of their products.
Additionally, its ability for in-the-field upgrades makes it a superior modem
solution over hardwired DSP chips. For more information on AltoCom, visit the
company's Web site at www.altocom.com.
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 some 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 OF BROADCOM CORPORATION 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 AltoCom and its integration with Broadcom's home
networking business 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 home and small office
networking markets; the rate at which our present and future customers and
end-users adopt Broadcom-Epigram-AltoCom technologies and products in those
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markets; the timing of customer-industry qualification and certification of our
products and the risks of non-qualification or non-certification; 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; wafer pricing and the availability of
foundry capacity and raw materials; fluctuations in our manufacturing yields and
other problems or delays in the fabrication, assembly, testing or delivery of
our products; problems or delays that we may face in shifting our products to
smaller geometry process technologies and in achieving higher levels of design
integration; 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;
potential 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, recent and forthcoming Quarterly Reports
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), Epigram(R) and the pulse logo are trademarks of Broadcom
Corporation and/or its subsidiaries. All other trademarks are the property of
their respective owners.
AltoCom(R) is a trademark of AltoCom Inc.
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