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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 31, 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 August 31, 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 31, 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
September 1, 1999 By: /s/ WILLIAM J. RUEHLE
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William J. Ruehle
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
99.1 Press Release dated August 31, 1999, of the Registrant.
</TABLE>
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EXHIBIT 99.1
NEWS RELEASE
<TABLE>
<S> <C>
MEDIA CONTACT FINANCIAL ANALYST CONTACT
Bill Blanning William J. Ruehle
Sr. Director, Corporate Communications Vice President and Chief Financial Officer
949-450-8700 949-450-8700
[email protected] [email protected]
</TABLE>
INVESTOR RELATIONS CONTACT
Esteban R. Torres
949-585-5663
[email protected]
BROADCOM CORPORATION COMPLETES ACQUISITION OF
HOTHAUS TECHNOLOGIES INC. AND ALTOCOM, INC.
IRVINE, Calif. and VANCOUVER, B.C. - August 31, 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 that it has completed the acquisitions of HotHaus Technologies Inc.
and AltoCom, Inc. The transactions were originally announced on July 18, 1999
and August 11, 1999, respectively.
HotHaus is a leader in OpenVoIP(TM) embedded communications software that
enables transmission of digital voice, fax and data packets over data networks,
including the Internet. Its suite of products provide the core voice, fax relay,
data relay and telephony signaling for VoIP (Voice over Internet Protocol). The
product suite runs on programmable digital signal processors (DSPs) and is used
in gateways, cable modems, ADSL modems, remote access servers, LAN PBXs and
Internet appliances.
AltoCom is an industry leader in offering complete software data/fax modem
implementations for general purpose embedded processors, PC CPUs and DSPs. The
company's line of SoftModem products solve OEM needs for high-speed data and fax
modem functionality at a lower cost and power consumption than traditional
hardware modem solutions.
In connection with the acquisitions, which closed today, Broadcom issued an
aggregate of 3,361,571 shares of its Class B Common Stock and reserved an
additional 258,263 shares of its Class B Common Stock for issuance upon exercise
of outstanding employee stock options and other rights of HotHaus and AltoCom.
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
acquisition agreements, as well as various employee share repurchase agreements.
Existing shareholders of HotHaus were offered the election to receive shares of
Broadcom Class B Common Stock or shares of Exchangeable Preferred Stock of a
Broadcom Canadian
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subsidiary. Shares of the Exchangeable Preferred Stock may in turn be exchanged
at the holder's request for shares of Broadcom Class B Common Stock on a
one-for-one basis.
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 any time 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. After giving effect to the acquisitions, Broadcom
had outstanding approximately 103.1 million shares of Class A Common Stock and
Class B Common Stock in the aggregate at August 31.
Each of the acquisitions will be accounted for as a pooling of interests.
Broadcom's financial reports for the third fiscal quarter of 1999 (ending
September 30) and prior periods will reflect the effect of the acquisitions. The
company expects to record a one-time charge in the third quarter to cover
related expenses.
Upon the closing, HotHaus became Broadcom Canada Ltd., a wholly-owned indirect
subsidiary of Broadcom. It will continue to be headquartered in the Vancouver,
B.C., area and maintain its existing office in Toronto, Ont. AltoCom will be
integrated into Broadcom's Home Networking Business Unit based in Sunnyvale and
Mountain View, Calif.
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.
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 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
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product development through production readiness, integration issues,
unanticipated expenditures, changing relationships with customers, suppliers and
strategic partners, potential contractual, intellectual property or employment
issues, accounting charges, 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 our target markets for VoIP
and SoftModem technologies; our ability to specify, develop, complete,
introduce, market and transition to volume production new products and
technologies in a timely manner; the rate at which our present and future
customers and end-users adopt Broadcom's technologies and products; 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 volume of our product sales and pricing concessions on volume sales; 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; problems or delays that we may face in shifting our products to
smaller geometry process technologies and in achieving higher levels of design
integration; fluctuations in our 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; 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 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.
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Broadcom(R), HotHaus(TM), AltoCom(R), OpenVoIP(TM) and the pulse logo are
trademarks of Broadcom Corporation and/or its subsidiaries. All other trademarks
are the property of their respective owners.
