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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): May 31, 1999
BROADCOM CORPORATION
(Exact Name of Registrant as Specified in Charter)
California 000-23993 33-0480482
- ---------------------------- ------------------------ -------------------
(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 June 1, 1999, Broadcom Corporation ("Broadcom") issued a press
release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
On June 1, 1999, Broadcom issued a press release, a copy of which is
attached hereto as Exhibit 99.2 and is incorporated herein by reference.
ITEM 7. EXHIBITS
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
99.1 Press Release dated June 1, 1999, of the Registrant.
99.2 Press Release dated June 1, 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
June 1, 1999 By: /s/ WILLIAM J. RUEHLE
-------------------------
William J. Ruehle
Vice President and
Chief Financial Officer
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Index to Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<C> <S>
99.1 Press Release dated June 1, 1999, of the Registrant.
99.2 Press Release dated June 1, 1999, of the Registrant.
</TABLE>
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EXHIBIT 99.1
NEWS RELEASE
MEDIA CONTACT FINANCIAL ANALYST CONTACT
Bill Blanning William J. Ruehle
Sr. Director, Vice President and
Corporate Communications Chief Financial Officer
949-450-8700 949-450-8700
[email protected] [email protected]
INVESTOR RELATIONS CONTACT
Esteban R. Torres
949-585-5663
[email protected]
BROADCOM CORPORATION ADDS R&D CAPABILITY IN INDIA THROUGH
ARMEDIA, INC. ACQUISITION
IRVINE, Calif. - June 1, 1999 - Broadcom Corporation (Nasdaq: BRCM), a leading
developer of integrated circuits enabling high-speed broadband communications to
and throughout the home and business, today announced that it has acquired
Armedia, Inc., a developer of advanced semiconductor products in Bangalore,
India.
Armedia's team of 38 engineers, with 31 located in Bangalore, will provide
Broadcom high quality and experienced engineering talent as well as a base for
access to the large and growing cable market in India.
Bangalore has established a reputation as the "Silicon Valley of India" and is
home to over 200 high technology companies, with talent available in all aspects
of VLSI design, software and systems development.
Broadcom issued 702,000 shares of its Class B Common Stock in exchange for all
shares of Armedia Preferred and Common Stock, including shares issuable upon
exercise of employee stock options and other rights. The merger transaction was
approved by the Boards of Directors of both companies and by Armedia's
stockholders. It will be accounted for as a pooling of interests.
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"India is already recognized as a world leader in the production of video
content and distribution, which ultimately drives a large potential market for
Broadcom's products," said Dr. Henry T. Nicholas III, President and CEO of
Broadcom. "Broadcom is the U.S. market leader in broadband communications with
our broadband cable and telephone line technology for television set-tops and
high-speed modems. The addition of Armedia allows us to grow our research and
development capabilities and will at the same time help us become a leading
supplier of integrated circuits for broadband communication solutions in the
large and rapidly growing Indian market."
Tushar A. Dave, Armedia's President & CEO, said, "Armedia is thrilled to team up
with one of the world leaders in broadband communication solutions. We believe
recent changes in Indian Government policies allowing cable operators to provide
Internet services and, in the future, telephony services, opens up a large
potential market for Broadcom's chip products. We expect to be able to bring
Broadcom's world-class broadband solutions to the Indian market and to play a
key role in facilitating development of India's next-generation communication
infrastructure."
Armedia, Inc. is a Delaware corporation with an Indian subsidiary. Armedia's
Bangalore employees will comprise the core of Broadcom's new Indian subsidiary,
to be known as Broadcom India Pvt. Ltd. Armedia's U.S. employees will join
Broadcom's existing Silicon Valley operations in San Jose, Calif.
ABOUT ARMEDIA
Armedia, Inc. is a developer of high performance digital video decoders. Its
digital video technology has been licensed to leading electronics companies.
Armedia has the capability to develop complete solutions, including integrated
circuits, software and system reference designs.
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
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advanced design methodologies, the Company designs, develops and supplies
integrated circuits for a number 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 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 Armedia, Inc. 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; intellectual property disputes; 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; 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 and 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. We undertake no obligation to revise or update publicly any
forward-looking statements for any reason.
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Broadcom(R), Armedia(TM) and the pulse logo are trademarks of Broadcom
Corporation and/or its subsidiaries.
<PAGE> 1
EXHIBIT 99.2
NEWS RELEASE
MEDIA CONTACT FINANCIAL ANALYST CONTACT
Bill Blanning William J. Ruehle
Sr. Director, Vice President and
Corporate Communications Chief Financial Officer
949-450-8700 949-450-8700
[email protected] [email protected]
INVESTOR RELATIONS CONTACT
Esteban R. Torres
949-585-5663
[email protected]
BROADCOM CORPORATION COMPLETES ACQUISITION OF MAVERICK NETWORKS,
EPIGRAM, INC. AND ARMEDIA, INC.
IRVINE, Calif. - June 1, 1999 - Broadcom Corporation (Nasdaq: BRCM), a leading
developer of integrated circuits enabling high-speed broadband communications to
and throughout the home and business, today announced that it has completed the
acquisitions by merger of Maverick Networks, Epigram, Inc. and Armedia, Inc. The
transactions were originally announced on January 25, April 25, and June 1,
1999, respectively.
In connection with the three acquisitions, which closed on May 31, Broadcom
issued an aggregate of 6,363,822 shares of its Class B Common Stock and reserved
an additional 666,462 shares of its Class B Common Stock for issuance upon
exercise of outstanding employee stock options, warrants and other rights. The
share issuances were exempt from registration pursuant to section 3(a)(10) of
the Securities Act of 1933, as amended. Portions of the shares issued in each
transaction will be held in escrow pursuant to the terms of the respective
merger agreements as well as various employee share repurchase agreements.
Shares of Broadcom's Class B Common Stock are identical to Class A Common Stock
except for certain voting rights, may be converted into Class A Common Stock at
the
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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.
After giving effect to the acquisitions, Broadcom had outstanding approximately
99.1 million shares of Class A Common Stock and Class B Common Stock in the
aggregate at May 31.
Each of the acquisitions will be accounted for as a pooling of interests.
Broadcom's financial reports for the second fiscal quarter of 1999 (ending June
30) and prior periods will reflect the effect of the acquisitions. The company
expects to record a one-time charge in the second quarter to cover related
expenses.
Epigram will become Broadcom's Home Networking Division, based in Sunnyvale,
Calif. Employees of Maverick Networks and Armedia's U.S. office will join
Broadcom's existing Silicon Valley operations in San Jose, Calif. Employees of
Armedia's design subsidiary in Bangalore, India will comprise the core of
Broadcom's new Indian subsidiary, to be known as Broadcom India Pvt. Ltd.
With the acquisitions, Broadcom's worldwide staff includes 641 employees, with
over 435 engineers, of whom about 300 have advanced degrees, including over 65
Ph.D.s. Broadcom has about 155 employees in Silicon Valley, 363 in Irvine, and
123 at other locations in the United States and seven other countries.
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 a number 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.
<PAGE> 3
SAFE HARBOR STATEMENT 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 described acquisitions 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
office and home networking markets; the rate of adoption by our present and
future customers and end-users of Broadcom's technologies and products; the
timing of customer qualification of our products and the risks of
non-qualification; 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; fluctuations in manufacturing yields and other problems or delays in
the fabrication, assembly, testing or delivery of our products; 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; 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.
Our recent Annual Report on Form 10-K and 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. We undertake no obligation to revise or update publicly any
forward-looking statements for any reason.
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Broadcom(R), Maverick(TM), Maverick Networks(TM), Epigram(TM), Armedia(TM) and
the pulse logo are trademarks of Broadcom Corporation and/or its subsidiaries.
All other trademarks are the property of their respective owners.
