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As filed with the Securities and Exchange Commission on July 10, 2000
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
BROADCOM CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0480482
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
16215 ALTON PARKWAY
IRVINE, CALIFORNIA 92618
(Address of principal executive offices) (Zip Code)
BROADCOM CORPORATION 1998 STOCK INCENTIVE PLAN
PIVOTAL TECHNOLOGIES CORP. 1998 STOCK OPTION PLAN
(AS ASSUMED BY BROADCOM CORPORATION)
(Full title of the Plans)
HENRY T. NICHOLAS III, PH.D.
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CO-CHAIRMAN
BROADCOM CORPORATION
16215 ALTON PARKWAY
IRVINE, CALIFORNIA 92618
(Name and address of agent for service)
(949) 450-8700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Proposed Proposed Amount of
Maximum Offering Maximum Aggregate Registration
Title of Securities to be Registered Amount to be Registered (1) Price per Share Offering Price Fee
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Broadcom Corporation
1998 Stock Incentive Plan
Class A common stock, $0.0001 par value 15,000,000 shares $206.03125(2) $3,090,468,750.00(2) $815,883.75
----------------------------------------------------------------------------------------------------------------------------------
Pivotal Technologies Corp.
1998 Stock Option Plan
Class A common stock, $0.0001 par value 43,409 shares $206.03125(2) $ 8,943,610.53(2) $ 2,361.11
Class B common stock, $0.0001 par value 43,409 shares $ 50.20 (3) $ 2,179,131.80(3) $ 575.29
----------------------------------------------------------------------------------------------------------------------------------
Total $3,101,591,492.33 $818,820.15
==================================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Broadcom's Class A common stock or Class B common stock which become
issuable under the Broadcom 1998 Stock Incentive Plan or the Pivotal
Technologies Corp. 1998 Stock Option Plan (as assumed by Broadcom) by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without Broadcom's receipt of
consideration that results in an increase in the number of Broadcom's
outstanding shares of Class A common stock or Class B common stock.
(2) Calculated solely for the purpose of this offering under Rule 457(h)
of the Securities Act of 1933, as amended (the "Securities Act"), on
the basis of the high and low selling prices per share of Broadcom's
Class A common stock on June 30, 2000, as reported on the Nasdaq
National Market.
(3) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act, on the basis of the weighted average exercise
price per share of the outstanding options. The Class B common stock
is not listed on the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Broadcom Corporation hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission:
(a) Broadcom's Annual Report on Form 10-K for the fiscal year
ending December 31, 1999, filed with the SEC on March 30,
2000;
(b) Broadcom's Quarterly Report on Form 10-Q for the period ending
March 31, 2000, filed with the SEC on May 15, 2000;
(c) Broadcom's Current Reports on Form 8-K filed with the SEC on
February 1, 2000; February 29, 2000; March 6, 2000; March 24,
2000; June 2, 2000; June 14, 2000 and June 30, 2000; and the
Form 8-K/A filed with the SEC on July 10, 2000; and
(d) Broadcom's Registration Statement No. 000-23993 on Form 8-A
filed with the SEC on April 6, 1998, and including any other
amendments or reports filed for the purpose of updating such
description, in which there is described the terms, rights and
provisions applicable to Broadcom's Class A common stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
The terms, rights and provisions applicable to the Class A common stock
are set forth in Broadcom's Registration Statement No. 000-23993 on Form 8-A,
which is incorporated by reference into this Registration Statement pursuant to
Item 3(d). The shares of the Class B common stock are substantially identical to
the shares of Class A common stock, except that the holders of Class A common
stock are entitled to one (1) vote per share and the holders of the Class B
common stock are entitled to ten (10) votes per share on all matters submitted
to shareholder vote. Holders of shares of Class A common stock and holders of
shares of Class B common stock vote together as a single class on all matters
submitted to a shareholder vote, except (i) as otherwise required by law or (ii)
with respect to a proposed issuance of additional shares of Class B common
stock, which issuance requires the affirmative vote of the holders of a majority
of the outstanding shares of Class B common stock, voting separately as a class,
unless such issuance has been approved by at least two-thirds of the members of
the Board of Directors then in office. Each share of Class B common stock is
convertible at any time at the option of the holder into one (1) share of Class
A common stock and will automatically convert into one (1) share of Class A
common stock upon sale and most other transfers.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
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Item 6. Indemnification of Directors and Officers
Broadcom's Articles of Incorporation limit the personal liability of
its directors for monetary damages to the fullest extent permitted by the
California General Corporation Law (the "California Law"). Under the California
Law, a director's liability to a company or its shareholders may not be limited
with respect to the following items: (i) acts or omissions that involve
intentional misconduct or a knowing and culpable violation of law, (ii)acts or
omissions that a director believes to be contrary to the best interests of the
company or its shareholders or that involve the absence of good faith on the
part of the director, (iii) any transaction from which a director derived an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the company or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of a serious injury to the company
or its shareholders, (v) acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
company or its shareholders, (vi) contracts or transactions between the company
and a director within the scope of Section 310 of the California Law or
(vii)improper dividends, loans and guarantees under Section 316 of the
California Law. The limitation of liability does not affect the availability of
injunctions and other equitable remedies available to Broadcom's shareholders
for any violation by a director of the director's fiduciary duty to Broadcom or
its shareholders.
Broadcom's Articles of Incorporation also include an authorization for
Broadcom to indemnify its "agents" (as defined in Section 317 of the California
Law) through bylaw provisions, by agreement or otherwise, to the fullest extent
permitted by law. Pursuant to this provision, Broadcom's Bylaws provide for
indemnification of Broadcom's directors, officers and employees. In addition,
Broadcom may, at its discretion, provide indemnification to persons whom
Broadcom is not obligated to indemnify. The Bylaws also allow Broadcom to enter
into indemnity agreements with individual directors, officers, employees and
other agents. These indemnity agreements have been entered into with all
directors and executive officers and provide the maximum indemnification
permitted by law. These agreements, together with Broadcom's Bylaws and Articles
of Incorporation, may require Broadcom, among other things, to indemnify these
directors or executive officers (other than for liability resulting from willful
misconduct of a culpable nature), to advance expenses to them as they are
incurred, provided that they undertake to repay the amount advanced if it is
ultimately determined by a court that they are not entitled to indemnification,
and to obtain directors' and officers' insurance if available on reasonable
terms. Section 317 of the California Law and Broadcom's Bylaws make provision
for the indemnification of officers, directors and other corporate agents in
terms sufficiently broad to indemnify such persons, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising under the
Securities Act.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
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4.1 Instruments Defining the Rights of Shareholders. Reference is
made to Broadcom's Registration Statement No. 000-23993 on
Form 8-A, together with the amendments and exhibits thereto,
which is incorporated herein by reference pursuant to Item
3(d) of this Registration Statement.
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Broadcom Corporation 1998 Stock Incentive Plan (as Amended and
Restated effective April 21, 2000).
99.2* Form of Notice of Grant of Stock Option for Broadcom
Corporation 1998 Stock Incentive Plan.
99.3* Form of Stock Option Agreement for Broadcom Corporation 1998
Stock Incentive Plan.
99.4 Pivotal Technologies Corp. 1998 Stock Option Plan.
99.5 Form of Stock Option Agreement of Pivotal Technologies Corp.
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99.6 Form of Broadcom Corporation Stock Option Assumption
Agreement.
* Exhibits 99.2 and 99.3 are incorporated herein by reference to Exhibits 99.2
and 99.3, respectively, to Broadcom's Registration Statement on Form S-8 (File
No. 333-60763) filed with the SEC on August 6, 1998.
Item 9. Undertakings
A. The undersigned registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act, (ii) to reflect in the prospectus any
facts or events arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement; (2) that, for the
purpose of determining any liability under the Securities Act each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
Broadcom Corporation 1998 Stock Incentive Plan and/or Pivotal Technologies Corp.
1998 Stock Option Plan.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the registrant pursuant to the indemnification provisions
summarized in Item 6 or otherwise, the registrant has been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Irvine, California, on this 10th day of July,
2000.
BROADCOM CORPORATION
By: /s/ HENRY T. NICHOLAS III
-------------------------------------------------
Henry T. Nicholas III, Ph.D.
President, Chief Executive Officer and Co-Chairman
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
officers and directors of Broadcom Corporation, a California corporation, do
hereby constitute and appoint Henry T. Nicholas III and Henry Samueli and each
of them, the lawful attorneys-in-fact and agents with full power and authority
to do any and all acts and things and to execute any and all instruments which
said attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that all said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated. Pursuant to the requirements of the
Securities Act of 1933, as amended, this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
<TABLE>
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ HENRY T. NICHOLAS III President, Chief Executive Officer and July 10, 2000
------------------------------------ Co-Chairman (Principal Executive Officer)
Henry T. Nicholas III, Ph.D.
/s/ HENRY SAMUELI Vice President of Research & Development, July 10, 2000
------------------------------------- Chief Technical Officer and Co-Chairman
Henry Samueli, Ph.D.
/s/ WILLIAM J. RUEHLE Vice President and Chief Financial Officer July 10, 2000
------------------------------------- (Principal Financial and Accounting Officer)
William J. Ruehle
</TABLE>
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<TABLE>
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ ALAN E. ROSS Director July 10, 2000
-------------------------------------
Alan E. Ross
/s/ MYRON S. EICHEN Director July 10, 2000
-------------------------------------
Myron S. Eichen
/s/ WERNER F. WOLFEN Director July 10, 2000
-------------------------------------
Werner F. Wolfen
</TABLE>
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<PAGE> 7
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
BROADCOM CORPORATION
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
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<S> <C>
4.1 Instruments Defining the Rights of Shareholders. Reference is
made to Broadcom's Registration Statement No. 000-23993 on
Form 8-A, together with the amendments and exhibits thereto,
which is incorporated herein by reference pursuant to Item
3(d) of this Registration Statement.
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Broadcom Corporation 1998 Stock Incentive Plan (as Amended and
Restated effective April 21, 2000).
99.2* Form of Notice of Grant of Stock Option for Broadcom
Corporation 1998 Stock Incentive Plan.
99.3* Form of Stock Option Agreement for Broadcom Corporation 1998
Stock Incentive Plan.
99.4 Pivotal Technologies Corp. 1998 Stock Option Plan.
99.5 Form of Stock Option Agreement of Pivotal Technologies Corp.
99.6 Form of Broadcom Corporation Stock Option Assumption
Agreement.
</TABLE>
* Exhibits 99.2 and 99.3 are incorporated herein by reference to Exhibits 99.2
and 99.3, respectively, to Broadcom's Registration Statement on Form S-8 (File
No. 333-60763), filed with the SEC on August 6, 1998.
