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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): December 15, 2000
BROADCOM CORPORATION
(Exact Name of Registrant as Specified in Charter)
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California 000-23993 33-0480482
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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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 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 15, 2000 Broadcom Corporation (the "Company") completed the
acquisition of SiByte, Inc. ("SiByte") in accordance with the Amended and
Restated Merger Agreement and Plan of Reorganization dated as of December 6,
2000, a copy of which is attached hereto as Exhibit 2.1 and is incorporated
herein by this reference.
SiByte develops high-performance, highly integrated processor chips for
networking and communications applications.
In connection with the acquisition, the Company issued or reserved for
future issuance an aggregate of 7,469,496 shares of its Class A common stock in
exchange for all outstanding shares of SiByte's preferred and common stock and
upon exercise of outstanding employee stock options and other rights of SiByte.
The consideration includes Broadcom Class A common stock reserved for future
issuance to customers upon the exercise of outstanding performance-based
warrants of SiByte that become exercisable upon satisfaction of certain customer
purchase requirements. If certain internal performance goals are satisfied, the
stockholders and option holders of SiByte will receive up to 3,751,878
additional shares of Broadcom Class A common stock. 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 will be held in escrow pursuant
to the terms of the acquisition agreement as well as various employee share
repurchase agreements.
The merger transaction will be accounted for under the purchase method
of accounting. The Company expects to record a one-time charge for purchased
in-process research and development expenses related to the acquisition in its
fourth fiscal quarter ending December 31, 2000. The amount of the one-time
charge has not yet been determined.
The Company's press release announcing completion of the acquisition is
included herein as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
The financial information required by this item will be filed by
amendment within 60 days of January 2, 2001.
(b) Pro forma financial information.
The financial information required by this item will be filed by
amendment within 60 days of January 2, 2001.
(c) Exhibits.
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2.1 Amended and Restated Merger Agreement and Plan of Reorganization
by and among Broadcom Corporation, SiByte, Inc. and the Other
Parties Signatory Thereto dated as of December 6, 2000
99.1 Press Release dated December 18, 2000, 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
December 29, 2000 By: /s/ WILLIAM J. RUEHLE
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William J. Ruehle
Vice President and
Chief Financial Officer
/s/ SCOTT J. POTERACKI
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Scott J. Poteracki
Senior Director of Finance and
Corporate Controller (Principal
Accounting Officer)
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EXHIBIT INDEX
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Exhibit
No. Exhibits.
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2.1 Amended and Restated Merger Agreement and Plan of
Reorganization by and among Broadcom Corporation, SiByte,
Inc. and the Other Parties Signatory Thereto dated as of
December 6, 2000
99.1 Press Release dated December 18, 2000, of the Registrant
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