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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): April 25, 1999
BROADCOM CORPORATION
(Exact Name of Registrant as Specified in Charter)
California 000-23993 33-0480482
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of 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 April 25, 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 April 25, 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.
April 25, 1999
BROADCOM CORPORATION,
a California corporation
By: /s/ WILLIAM J. RUEHLE
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William J. Ruehle.
Vice President and
Chief Financial Officer
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Index to Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
<S> <C>
99.1 Press Release of the Registrant dated April 25, 1999.
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EXHIBIT 99.1
BROADCOM CORPORATION TO ACQUIRE EPIGRAM, INC.,
A LEADING PROVIDER OF HOME NETWORKING SILICON
Acquisition Enables the World's First End-to-End Solution for
Broadband Internet Access and Home Networking
IRVINE, Calif. - April 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 Epigram, Inc., a Sunnyvale, Calif.-based company that makes advanced
semiconductor products for high-speed home networking.
Epigram is the leader in developing and delivering advanced networking silicon
that allows consumers to create high-speed home networks over ordinary telephone
lines for distributing broadband Internet access, video transfer and voice at
high speeds throughout the home or small office. Epigram's products enable
high-speed connections among all computing devices, peripherals and consumer
electronic devices within the home, and will combine with Broadcom's leading
switching and communications technology to bring broadband communications into
the home and small office.
Under the terms of the agreement, Broadcom will issue 4.6 million shares of its
Class B Common Stock in exchange for all shares of Epigram Preferred and Common
Stock, including shares issuable upon exercise of employee stock options and
other rights. Based on the closing price of Broadcom Class A Common Stock on the
Nasdaq National Market(R) on April 23, the deal is valued at approximately $316
million.
The merger transaction is expected to close within 90 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 Epigram's
shareholders and satisfaction of regulatory requirements and other customary
closing conditions.
"Broadcom is the market leader in bringing broadband communications to the home
with our broadband cable and telephone line technology for television set-tops
and high-speed modems," said Henry T. Nicholas III, President and CEO of
Broadcom. "This strategic acquisition completes our vision of extending the
broadband connection throughout the home. It will enable the ubiquitous delivery
of voice, data and video to any network-enabled appliance, PC or consumer
electronic device over ordinary phone lines. This will provide a complete,
standards-based silicon platform for a host of new consumer devices and
applications."
Jeff Thermond, Epigram's President and CEO, said, "Epigram is thrilled to be
teaming up with the world's leader in broadband networking solutions. We look
forward to executing on a common vision of a world where a billion devices
connect to the Internet for the delivery of voice, data and video content,
anytime and anywhere. Epigram's iLine10(TM) silicon expertise
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combined with Broadcom's market presence and proven ability to deliver
innovative, cost-effective silicon solutions promises to speed the timetable for
networking multiple devices throughout the home."
Epigram will become Broadcom's Home Networking Division, based in Silicon
Valley, and headed up by Mr. Thermond as the division's Vice President and
General Manager, reporting to Dr. Nicholas.
Epigram, a founding member of the Home Phoneline Networking Alliance, is focused
on delivering high-speed content across existing household or small business
copper telephone lines, without the need to install new wiring. Epigram's
technology and products allow users to send voice, video and data concurrently
on existing home phonelines at speeds of 10 megabits per second and higher.
Epigram has partnerships with the leading vendors in the PC, data communications
and consumer electronics industries providing products to the home networking
market.
Forrester Research has estimated that more than $1 billion will be spent on home
networks by the year 2002. International Data Corporation estimates that today
there are approximately 18 million homes with more than one PC and the number of
multiple PCs is growing more than twice as fast as the overall penetration rate
of PCs. IDC also estimates that over one quarter of all homes are online, which
represents almost one half of all PC owners.
ABOUT EPIGRAM
PC, consumer electronics and data communications vendors are lining up their
devices to actively participate in the Internet revolution. Founded in 1996 by
Jack Holloway and Dr. Ed Frank, Epigram supplies silicon chipsets that are
easily embedded within a PC, modem, cable modem, set-top box, television or any
other device with a need for Internet connectivity. The company's first
products, iLine10 chipsets, use the existing phoneline to uniquely create a
high-speed network within any home or small office. The company's InsideLine(TM)
local area networking technology gives consumers and small business owners a
concurrent digital dial tone with their telephone service. Additional Epigram
information is available at www.epigram.com.
ABOUT BROADCOM
Broadcom Corporation is a leading developer of highly integrated silicon
solutions that enable broadband digital data transmission to and throughout 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 is headquartered in
Irvine, Calif., and may be contacted at 949-450-8700 or at www.broadcom.com.
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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" 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 planned acquisition of Epigram 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,
integration issues, unanticipated expenditures, changing relationships with
customers, suppliers and strategic partners, potential 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 of adoption by our present and future customers and
end-users of Broadcom-Epigram technologies and products in those markets; the
timing of customer-industry qualification and certification of our products and
the risks of non-qualification or non-certification; 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; fluctuations in manufacturing yields and other
problems or delays in the fabrication, assembly, testing or delivery of our
products; 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; difficulties we encounter in achieving higher levels of design
integration and in migrating product designs to smaller geometry processes;
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.
Broadcom's Annual Report on Form 10-K, forthcoming Quarterly Report 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. Broadcom undertakes no obligation to revise or update
publicly any forward-looking statements for any reason.
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Broadcom(R) and the pulse logo are trademarks of Broadcom Corporation.
Epigram, iLine10 and InsideLine are trademarks of Epigram, Inc.
