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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): October 3, 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 (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
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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 October 3, 2000 Broadcom Corporation (the "Company") completed the
acquisition of NewPort Communications, Inc. ("NewPort") in accordance with the
Merger Agreement and Plan of Reorganization dated as of August 9, 2000, a copy
of which is attached hereto as Exhibit 2.1 and is incorporated herein by this
reference.
NewPort designs and develops high-performance integrated circuits for
optical communications.
In connection with the acquisition, the Company issued an aggregate of
5,211,050 shares of its Class A common stock in exchange for all outstanding
shares of NewPort preferred and common stock and reserved 411,088 additional
shares of Class A common stock for issuance upon exercise of outstanding
employee stock options of NewPort. 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 merger 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 October 18, 2000.
(b) Pro forma financial information.
The financial information required by this item will be filed by
amendment within 60 days of October 18, 2000.
(c) Exhibits.
2.1 Merger Agreement and Plan of Reorganization by and among
Broadcom Corporation, NewPort Communications, Inc. and the Other
Parties Signatory Thereto dated as of August 9, 2000
99.1 Press Release dated October 3, 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
October 18, 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
2.1 Merger Agreement and Plan of Reorganization by and among
Broadcom Corporation, NewPort Communications, Inc. and the Other
Parties Signatory Thereto dated as of August 9, 2000
99.1 Press Release dated October 3, 2000, of the Registrant
