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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): July 18, 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 (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 July 18, 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 July 18, 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
July 20, 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
Exhibit
Number Description
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99.1 Press Release dated July 18, 1999, of the Registrant.
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EXHIBIT 99.1
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BROADCOM BUSINESS MEDIA CONTACTS BROADCOM FINANCIAL ANALYST CONTACT
Bill Blanning or Cristine Morris William J. Ruehle
Corporate Communications Dept. Vice President and Chief Financial Officer
949-450-8700 949-450-8700
[email protected] [email protected]
[email protected]
BROADCOM INVESTOR RELATIONS CONTACT
BROADCOM TRADE MEDIA CONTACT Esteban R. Torres
Laura Brandlin 949-585-5663
Director, Marketing Communications [email protected]
949-450-8700
[email protected]
HOTHAUS CONTACTS:
Garry Shearer Julie Copithorne
Director of Marketing Marketing Communications
604-278-4300 604-278-4300
[email protected] [email protected]
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BROADCOM CORPORATION TO ACQUIRE HOTHAUS TECHNOLOGIES INC.,
A VOIP TELECOMMUNICATIONS SOFTWARE LEADER
Acquisition Expands Broadcom's Leadership in Broadband Communications as the
Market for Voice over Internet Protocol (VoIP) Accelerates
IRVINE, Calif. and VANCOUVER, B.C. - July 18, 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 signed a definitive agreement to acquire HotHaus
Technologies Inc., a Vancouver, British Columbia-based leader in Open VoIP(TM)
embedded communications software that enables transmission of digital voice, fax
and data packets over data networks, including the Internet.
HotHaus is a pioneer in the development of embedded digital signal processing
(DSP) software. HotHaus' 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 DSPs and is used in gateways, cable modems,
ADSL modems, remote access servers, LAN PBXs and Internet appliances.
HotHaus software solutions, including HausWare xChangeTM, address a growing
demand by telecommunications companies for technology that will help drive VoIP.
The HotHaus technology is key to equipment used by telecommunications companies
as they move to meld telephony and data communications infrastructures, and
migrate from traditional circuit-switched networks to packet-switched systems.
"This is a powerful combination that brings Broadcom's systems-on-a-chip and
broadband communications expertise together with HotHaus' leadership in DSP
software technology for a teaming that will provide cost-effective solutions to
the rapidly growing VoIP market," said Dr. Henry T. Nicholas III, President and
CEO of Broadcom. "This strategic acquisition will allow Broadcom to provide the
optimal solution of hardware and software for the delivery of voice over a
broadband packet network."
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"We're excited about combining forces to address the incredible market
opportunity in packet telephony," said Ross Mitchell, Founder, President and CEO
of HotHaus. "There is a highly synergistic relationship between Broadcom and
HotHaus with virtually no overlap in resources. The combined team is uniquely
positioned to develop innovative, world-class products for the broadband
Internet telephony marketplace that benefit our customers by offering a more
cost-effective, robust, complete broadband solution."
Under the terms of the agreement, a Canadian subsidiary of Broadcom will issue
Exchangeable Preferred Stock in exchange for all outstanding shares of HotHaus
Common Stock. Shares of the Exchangeable Preferred Stock may in turn be
exchanged at the holder's request for shares of Broadcom's Class B Common Stock
on a one-for-one basis. Outstanding HotHaus stock options will become directly
exercisable for shares of Broadcom Class B Common Stock. In the aggregate,
Broadcom will reserve 2.0 million shares of its Class B Common Stock for
issuance upon such exchanges and exercises. HotHaus shareholders may elect to
receive shares of Broadcom Class B Common Stock directly in exchange for their
HotHaus shares.
Based upon the closing price of Broadcom Class A Common Stock on the Nasdaq
National Market(R) on July 16, the deal is valued at approximately $280 million
U.S. ($414 million Canadian).
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 HotHaus
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; the Class B Common Stock is not
publicly traded.
ABOUT HOTHAUS
HotHaus is a telecommunications software company specializing in digital signal
processing (DSP) software components required by telecommunications Original
Equipment Manufacturers. The company is a market leader and technology innovator
in DSP frameworks and communications algorithms for voice, fax and data modems,
and telephony. HotHaus' headquarters and product engineering division are
located in Vancouver. The privately-held company, which has 70 employees, has a
systems engineering office in Toronto, Ontario, and offices in San Jose, Calif.;
Boston, Mass.; and Dallas, Texas. HotHaus may be contacted at 604-278-4300 or at
www.hothaus.com.
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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 HotHaus Technologies 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
VoIP markets; the rate of adoption by present and future customers and end-users
of Broadcom's and HotHaus' technologies and products; the timing of customer
qualification of such 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; 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; 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. 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 and/or its
subsidiaries. HotHaus(R), HausWare(R), HausWare xChange(TM) and Open VoIP(TM)
are trademarks of HotHaus Technologies Inc. All other trademarks are the
property of their respective owners.
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