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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 19, 2000
BROADCOM CORPORATION
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
California 000-23993 33-0480482
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer 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 July 19, 2000 Broadcom Corporation (the "Company") completed the
acquisition of Innovent Systems, Inc. ("Innovent") in accordance with the Merger
Agreement and Plan of Reorganization dated as of June 10, 2000 between the
Company and Innovent, a copy of which is attached hereto as Exhibit 2.1 and is
incorporated herein by reference.
Innovent is engaged in the development and commercial integration of
radio frequency ("RF") integrated circuits for wireless data communications.
Innovent targets low-cost applications requiring short-range wireless
connectivity as embodied by the Bluetooth(TM) and other communications
protocols.
In connection with the acquisition, the Company issued an aggregate of
2,339,149 shares of its Class A common stock in exchange for all outstanding
shares of Innovent preferred and common stock that it did not already own and
reserved 605,961 additional shares of Class A common stock for issuance upon
exercise of outstanding employee stock options of Innovent. 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.
An officer of the Company served as a director of Innovent from the
Company's investment in Innovent in April 1999 until the acquisition was
completed.
The merger transaction will be accounted for under the purchase method
of accounting. The Company expects to record a one-time write-off for purchased
in-process research and development expenses related to the acquisition in its
third fiscal quarter (ending September 30). The amount of the write-off has not
yet been determined. The merger is intended to constitute a tax-free
reorganization under Section 368(a) of the Internal Revenue Code.
The Company's press release announcing the completion of the
acquisition was filed as exhibit 99.2 to the Current Report on Form 8-K dated
July 18, 2000, filed with the Securities and Exchange Commission, and is
incorporated herein by reference.
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 August 2, 2000.
(b) Pro forma financial information.
The financial information required by this item will be filed by
amendment within 60 days of August 2, 2000.
(c) Exhibits.
2.1 Merger Agreement and Plan of Reorganization by and between
Broadcom Corporation and Innovent Systems, Inc. dated as of
June 10, 2000
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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
August 2, 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
Exhibit Number Description
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2.1 Merger Agreement and Plan of Reorganization by and between
Broadcom Corporation and Innovent Systems, Inc. dated as of
June 10, 2000
