<PAGE> 1
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): JANUARY 25, 1999
BROADCOM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 000-23993 33-0480482
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) 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
16251 Laguna Canyon Road, Irvine, California 92618
(FORMER ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
-1-
<PAGE> 2
ITEM 5. OTHER EVENTS.
On January 25, 1999, Broadcom Corporation ("Broadcom") issued a press
release, a copy of which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
On January 26, 1999, Broadcom issued a press release, a copy of which
is attached hereto as Exhibit 99.2 and incorporated herein by reference.
On January 26, 1999, Broadcom announced that its Board of Directors
approved a two-for-one stock split of its Class A Common Stock and its Class B
Common Stock, to be effected in the form of a 100 percent stock dividend.
Shareholders of record on February 5, 1999 will be issued a certificate
representing one additional share of Class A Common Stock for each share of
Class A Common Stock held on February 5, 1999, and one additional share of Class
B Common Stock for each share of Class B Common Stock held on February 5, 1999.
The distribution date for this stock dividend will be on or about February 17,
1999. A copy of Broadcom's press release announcing the stock dividend is
attached hereto as Exhibit 99.3 and incorporated herein by reference.
ITEM 7. EXHIBITS.
99.1 Press Release dated January 25, 1999
99.2 Press Release dated January 26, 1999
99.3 Press Release dated January 26, 1999
-2-
<PAGE> 3
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
Date: January 27, 1999 By: /s/ WILLIAM J. RUEHLE
----------------------------
William J. Ruehle
Vice President and
Chief Financial Officer
-3-
<PAGE> 4
Exhibit Index
-------------
Exhibit Description
- ------- -----------
99.1 Press Release dated January 25, 1999
99.2 Press Release dated January 26, 1999
99.3 Press Release dated January 26, 1999
-4-
<PAGE> 1
EXHIBIT 99.1
PRESS RELEASE:
<TABLE>
<S> <C>
Company Contacts:
William Ruehle Marty Colombatto
Vice President & Chief Financial Officer Vice President & General Manager,
949-450-8700 Networking Business Unit
[email protected] 949-450-8700
or [email protected]
William Blanning or
Senior Director, Corporate Communications Cristine Morris
949-450-8700 Director, Corporate Communications
[email protected] 949-450-8700
[email protected]
</TABLE>
BROADCOM CORPORATION TO ACQUIRE MAVERICK NETWORKS
Acquisition Broadens Broadcom's Portfolio of Network Technology to Accelerate
the Convergence of Voice, Video and Data in Enterprise Networks
IRVINE, Calif. - January 25, 1999 - Broadcom Corporation (Nasdaq: BRCM), a
leading developer of integrated circuits enabling high-speed broadband
communications to the home and business, today announced that it has signed a
definitive agreement to acquire Maverick Networks, a San Jose, Calif.-based
company developing highly integrated silicon for multi-layer switching equipment
in enterprise networks.
Maverick's technology delivers advanced Layer 3 switching and packet
classification features to the cost-sensitive, workgroup switch market.
Extending these capabilities from the core to the edge of the network is
essential to enabling the convergence of voice, video, and data traffic
throughout the network.
-more-
<PAGE> 2
Broadcom Corporation to Acquire Maverick Networks
2
Under the terms of the agreement, Broadcom will issue 864,200 shares of its
Class B Common Stock in exchange for all shares of Maverick Networks Preferred
and Common Stock, including shares issuable upon exercise of employee stock
options and other rights. The merger transaction is expected to close in
approximately 90 days and will be accounted for as a pooling of interests. The
agreement has been approved by the boards of directors of both companies. The
transaction is subject to the approval of Maverick Networks' shareholders and
satisfaction of regulatory requirements and other closing conditions.
"This is a strategic step for us as we continue to broaden our silicon systems
product offering and facilitate the unification of voice, video and data
services across the LAN and WAN," said Dr. Henry T. Nicholas III, Broadcom's
President and CEO. "Maverick's multi-layer Fast and Gigabit Ethernet switching
technology provides a natural extension to Broadcom's existing line of Layer 2
switch products."
The convergence of voice, video, data and other delay-sensitive traffic is best
accommodated through a multi-layer switching infrastructure. Multi-layer switch
technology empowers data networks to support multiple classes of service (CoS)
to prioritize mission critical traffic across the enterprise.
"Maverick's technology delivers line-speed, Layer 2-3 switching in hardware with
a programmable real-time packet processor operating up through Layer 7, enabling
the integration of data and multimedia services on a common IP transport," said
G. Venkatesh, Maverick Networks' President and CEO. "Access to Broadcom's
advanced physical layer and transmission technologies as well as its worldwide
customer relationships will allow us to bring a broad portfolio of best-in-class
products to the leading companies in the communications industry."
"Maverick's programmable packet processor fits into Broadcom's strategy of
enabling customer differentiated products by allowing customers to embed their
own proprietary
-more-
<PAGE> 3
Broadcom Corporation to Acquire Maverick Networks
3
switching technology in software," said Marty Colombatto, Vice President &
General Manager of Broadcom's Networking Business Unit.
ABOUT BROADCOM
Broadcom Corporation is a leading developer of highly integrated silicon
solutions that enable broadband digital data transmission to the home and within
the business enterprise. Using proprietary technologies and advanced design
methodologies, the Company has designed and developed integrated circuits for
some of the most significant broadband communications markets, including the
markets for cable set-top boxes, cable modems, high-speed networking products,
direct broadcast satellite and terrestrial digital broadcast, and digital
subscriber line (xDSL). Broadcom's worldwide headquarters is located in Irvine,
California, and can be contacted at 949-450-8700 or at http://www.broadcom.com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: This release may contain forward-looking statements involving risks,
uncertainties and assumptions that may cause actual future events or results to
differ materially and adversely from those described in the forward-looking
statements. Important factors that may cause such a difference for Broadcom
include, but are not limited to, the volume of product sales and pricing
concessions on volume sales; 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 the Company's products; the
Company's ability to specify, develop, introduce and market new products and
technologies on a timely basis; the timing of customer qualification and
industry interoperability certification of new products and the risk of
non-qualification or non-certification; the rate of adoption by customers and
end-users of new and emerging technologies in the high-speed networking, cable
set-top box, cable modem, direct broadcast satellite and terrestrial digital
broadcast, and digital subscriber line (xDSL) markets; the rate of adoption and
acceptance of new industry standards in the foregoing markets; fluctuations in
manufacturing yields and other problems or delays in the fabrication, assembly,
testing or delivery of products; the effects on operations and management of
business expansion and facility relocations; uncertainties associated with
international operations; the Company's 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 its business and
product plans; problems or delays in achieving higher levels of design
integration and in migrating product designs to smaller geometry processes;
intellectual property disputes; changes in product or customer mix; the quality
of the Company's products; the level of orders received that can be shipped in a
fiscal quarter;
-more-
<PAGE> 4
Broadcom Corporation to Acquire Maverick Networks
4
potential business disruptions, claims, expenses and other difficulties
resulting from "Year 2000" problems in computer-based systems used by the
Company, its suppliers or customers; general economic conditions and market
conditions in the markets addressed by Broadcom; and the other factors discussed
in the Company's filings from time to time with the Securities and Exchange
Commission, including but not limited to the Registration Statement on Form S-1
(Amendment No. 1) dated October 14, 1998, the Final Prospectus dated October 20,
1998, and the Company's quarterly filings on Form 10-Q. Broadcom disclaims any
obligation to revise or update any forward-looking statement that may be made
from time to time by it or on its behalf.
-###-
Broadcom is a registered trademark of Broadcom Corporation.
<PAGE> 1
EXHIBIT 99.2
PRESS RELEASE
<TABLE>
<S> <C>
Investor Relations Contact Public Relations Contact
Carol Prado William Blanning
Manager of Shareholder Services Senior Director, Corporate Communications
949-450-8700 949-450-8700
[email protected] [email protected]
Public Relations Contact Financial Analyst Contact
Cristine Morris William J. Ruehle
Director of Corporate Communications Vice President and Chief Financial Officer
949-450-8700 949-450-8700
[email protected] [email protected]
</TABLE>
BROADCOM CORPORATION REPORTS RECORD FOURTH QUARTER
REVENUE AND PROFIT
IRVINE, Calif. - January 26, 1999 - Broadcom Corporation (Nasdaq: BRCM) today
reported record financial results for the quarter and year ended December 31,
1998.
Revenue for the fourth quarter of 1998 was a record $70.1 million, an increase
of 306% over the $17.3 million reported in the fourth quarter of 1997 and an
increase of 34% over the $52.5 million reported in the third quarter of 1998.
Net income was a record $12.8 million, compared with net income of $2.5 million
in the fourth quarter of 1997.
Diluted earnings per share for the fourth quarter of 1998 were $.26, based on
weighted average shares outstanding of 50.1 million. This compares with diluted
earnings of $.06 per share on 40.2 million weighted average shares for the same
period in 1997.
For the full year 1998, revenue was $203.1 million, an increase of 450% over the
$37.0 million reported for 1997. Net income for 1998 was $36.4 million, or $.78
per share, compared with a net loss of $1.2 million, or $.04 per share, in 1997.
<PAGE> 2
Broadcom Reports Fourth Quarter Revenue and Profit
Page 2
"Our fourth quarter capped a strong year of growth for Broadcom, a year that saw
a steady stream of new product introductions," said Dr. Henry T. Nicholas III,
Broadcom's President and CEO. "In particular in the fourth quarter, we generated
substantial increases in shipments of our chips for digital set-top boxes for
cable TV, and chips for high-speed networking products."
"Our intense focus on advancing our technology continued in the fourth quarter.
In fact, we were first to market with several new products, including our 9-Port
Fast Ethernet Switch-on-a-Chip, our 8-Port Dual-Speed Hub System-On-A-Chip and
6-Port Fast Ethernet Transceiver as well as our OpenCable standards-based
silicon platform for high-end, interactive cable-TV set-top boxes. Another
important highlight of the quarter was our announcement of a high-end graphics
chip for the integration of video and Internet content on television set-top
boxes."
"Also, in support of CableLabs' DOCSIS and PacketCable efforts, we introduced a
complete reference design for IP telephony and IP videoconferencing over a cable
network, built around our BCM3300 QAMLink(TM) Single-Chip MCNS/DOCSIS Cable
Modem, positioning us to participate in the emerging Voice over IP market,"
Nicholas said.
ABOUT BROADCOM
Broadcom Corporation is a leading developer of highly integrated silicon
solutions that enable broadband digital data transmission to the home and within
the business enterprise. Using proprietary technologies and advanced design
methodologies, the Company has designed and developed integrated circuits for
some of the most significant broadband communications markets, including the
markets for cable set-top boxes, cable modems, high-speed networking products,
direct broadcast satellite and terrestrial digital broadcast, and digital
subscriber line (xDSL). Broadcom's worldwide headquarters is located in Irvine,
California, and may be contacted at 949-450-8700 or at http://www.broadcom.com.
<PAGE> 3
Broadcom Reports Fourth Quarter Revenue and Profit
Page 3
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: This release may contain forward-looking statements involving risks,
uncertainties and assumptions that may cause actual future events or results to
differ materially and adversely from those described in the forward-looking
statements. Important factors that may cause such a difference for Broadcom
include, but are not limited to, the volume of product sales and pricing
concessions on volume sales; 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 the Company's products; the
Company's ability to specify, develop, introduce and market new products and
technologies on a timely basis; the timing of customer qualification and
industry interoperability certification of new products and the risk of
non-qualification or non-certification; the rate of adoption by customers and
end-users of new and emerging technologies in the high-speed networking, cable
set-top box, cable modem, direct broadcast satellite and terrestrial digital
broadcast, and digital subscriber line (xDSL) markets; the rate of adoption and
acceptance of new industry standards in the foregoing markets; fluctuations in
manufacturing yields and other problems or delays in the fabrication, assembly,
testing or delivery of products; the effects on operations and management of
business expansion and facility relocations; uncertainties associated with
international operations; the Company's 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 its business and
product plans; problems or delays in achieving higher levels of design
integration and in migrating product designs to smaller geometry processes;
intellectual property disputes; changes in product or customer mix; the quality
of the Company's products; the level of orders received that can be shipped in a
fiscal quarter; potential business disruptions, claims, expenses and other
difficulties resulting from "Year 2000" problems in computer-based systems used
by the Company, its suppliers or customers; general economic conditions and
market conditions in the markets addressed by Broadcom; and the other factors
discussed in the Company's filings from time to time with the Securities and
Exchange Commission, including but not limited to the Registration Statement on
Form S-1 (Amendment No. 1) dated October 14, 1998, the Final Prospectus dated
October 20, 1998, and the Company's quarterly filings on Form 10-Q. Broadcom
disclaims any obligation to revise or update any forward-looking statement that
may be made from time to time by it or on its behalf.
# # #
Broadcom is a registered trademark of Broadcom Corporation.
QAMLink is a trademark of Broadcom Corporation.
<PAGE> 4
Broadcom Reports Fourth Quarter Revenue and Profit
Page 4
BROADCOM CORPORATION
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED TWELVE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
---------------------- ----------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue $ 70,098 $ 17,274 $203,095 $ 36,955
Cost of revenue 29,552 6,069 87,422 14,926
-------- -------- -------- --------
Gross profit 40,546 11,205 115,673 22,029
Operating expense:
Research and development 12,942 4,496 38,438 16,204
Selling, general and administrative 9,197 2,852 25,005 8,063
-------- -------- -------- --------
Total operating expense 22,139 7,348 63,443 24,267
-------- -------- -------- --------
Income (loss) from operations 18,407 3,857 52,230 (2,238)
Interest and other income, net 1,350 268 3,767 290
-------- -------- -------- --------
Income (loss) before income taxes 19,757 4,125 55,997 (1,948)
Provision (benefit) for income taxes 6,915 1,653 19,599 (775)
-------- -------- -------- --------
Net income (loss) $ 12,842 $ 2,472 $ 36,398 $ (1,173)
======== ======== ======== ========
Basic earnings (loss) per share $ .30 $ .09 $ .96 $ (.04)
======== ======== ======== ========
Diluted earnings (loss) per share $ .26 $ .06 $ .78 $ (.04)
======== ======== ======== ========
Weighted average shares (basic) 42,677 27,498 38,112 26,452
======== ======== ======== ========
Weighted average shares (diluted) 50,083 40,198 46,920 26,452
======== ======== ======== ========
</TABLE>
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 62,629 $ 22,116
Short-term investments 34,344 --
Accounts receivable, net 36,917 9,913
Inventory 7,307 2,705
Deferred taxes 6,181 1,090
Other current assets 9,917 695
-------- --------
Total current assets 157,295 36,519
Property and equipment, net 28,286 8,449
Long-term investments 42,826 --
Deferred taxes 5,352 --
Other assets 3,685 276
-------- --------
Total assets $237,444 $ 45,244
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 19,586 $ 7,380
Accrued liabilities 7,422 1,779
Current portion of long-term debt 95 1,098
-------- --------
Total current liabilities 27,103 10,257
Long-term debt, less current portion -- 1,595
Shareholders' equity 210,341 33,392
-------- --------
Total liabilities and shareholders' equity $237,444 $ 45,244
======== ========
</TABLE>
<PAGE> 1
EXHIBIT 99.3
PRESS RELEASE
<TABLE>
<S> <C>
INVESTOR RELATIONS CONTACT PUBLIC RELATIONS CONTACT
Carol Prado William Blanning
Manager of Shareholder Services Senior Director, Corporate Communications
949-450-8700 949-450-8700
[email protected] [email protected]
Public Relations Contact Financial Analyst Contact
Cristine Morris William J. Ruehle
Director of Corporate Communications Vice President and Chief Financial Officer
949-450-8700 949-450-8700
[email protected] [email protected]
</TABLE>
BROADCOM CORPORATION ANNOUNCES 2-FOR-1 STOCK SPLIT
IRVINE, Calif. - January 26, 1999 - Broadcom Corporation (Nasdaq: BRCM) today
announced that its Board of Directors approved a 2-for-1 stock split of its
Common Stock, which will be effected in the form of a 100 percent stock
dividend. Holders of Broadcom's Class A Common Stock will receive one additional
share of Class A Common Stock for every share held on the record date of
February 5, 1999. The additional shares will be distributed on or about February
17, 1999, by the Company's transfer agent, U.S. Stock Transfer Corporation.
The Company's Class A Common Stock is traded on the Nasdaq National Market.
A comparable stock dividend will be distributed to holders of Broadcom's Class B
Common Stock, which is not publicly traded. After the distributions, Broadcom
will have outstanding approximately 28 million shares of Class A Common Stock
and approximately 62 million shares of Class B Common Stock.
-more-
<PAGE> 2
Broadcom Corporation Announces 2-For-1 Stock Split
Page 2
U.S. Stock Transfer Corporation may be contacted at 818-502-1404 or at
http://www.usstock.com.
ABOUT BROADCOM
Broadcom Corporation is a leading developer of highly integrated silicon
solutions that enable broadband digital data transmission to the home and within
the business enterprise. Using proprietary technologies and advanced design
methodologies, the Company has designed and developed integrated circuits for
some of the most significant broadband communications markets including the
markets for cable set-top boxes, cable modems, high-speed networking products,
direct broadcast satellite and terrestrial digital broadcast, and digital
subscriber line (xDSL). Broadcom's world headquarters is located in Irvine,
California, and may be contacted at 949-450-8700 or at http://www.broadcom.com.
# # #
Broadcom is a registered trademark of Broadcom Corporation.
