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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): March 1, 2000
BROADCOM CORPORATION
(Exact Name of Registrant as Specified in Charter)
California 000-23993 33-0480482
- ---------------------------- ------------------------ -------------------
(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
-------------------------------------------------------------
(Former Name or Former Address, if Changed since Last Report)
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ITEM 5. OTHER EVENTS
On March 1, 2000 Broadcom Corporation issued a press release, a copy of
which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
On March 2, 2000 Broadcom Corporation issued a press release, a copy of
which is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
ITEM 7. EXHIBITS
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
99.1 Press Release dated March 1, 2000, of the Registrant.
99.2 Press Release dated March 2, 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
March 6, 2000 By: /s/ WILLIAM J. RUEHLE
----------------------------------
William J. Ruehle
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 Press Release dated March 1, 2000, of the Registrant.
99.2 Press Release dated March 2, 2000, of the Registrant.
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EXHIBIT 99.1
NEWS RELEASE
BROADCOM BUSINESS MEDIA CONTACTS BROADCOM FINANCIAL ANALYST CONTACT
Bill Blanning or Eileen Algaze William Ruehle
Corporate Communications Dept. Vice President and
949-450-8700 Chief Financial Officer
[email protected] 949-450-8700
[email protected] [email protected]
STELLAR SEMICONDUCTOR CONTACT
Alex Aali
Director of Business Development
408-955-9663
[email protected]
BROADCOM CORPORATION ACQUIRES STELLAR SEMICONDUCTOR,
A LEADING DEVELOPER OF 3D GRAPHICS TECHNOLOGY
Broadcom to enable low-cost, high-end, 3D games for
digital set-top boxes and Internet appliances
IRVINE, Calif. and SAN JOSE, Calif. - March 1, 2000 - Broadcom Corporation
(Nasdaq: BRCM), the leading provider of integrated circuits enabling high-speed
broadband communications to and throughout the home and business, today
announced that it has acquired Stellar Semiconductor, Inc., a Silicon Valley
developer of 3D graphics technology. The acquisition expands Broadcom's
portfolio of graphics and digital video technologies and will enhance Broadcom's
cost-effective, high-performance system solutions for set-top boxes, digital TVs
and Internet appliances.
"This acquisition provides Broadcom with an important piece of technology
required to deliver high-end 3D games to digital set-top boxes," said Dr. Henry
T. Nicholas III, President and CEO of Broadcom. "The cost-effectiveness of the
Stellar 3D graphics technology will also enable and accelerate the development
of handheld Internet appliances with photo-realistic images."
Stellar has developed a patented, 3D visual processing architecture called
PixelSquirtTM that offers significant image quality and cost advantages over
traditional 3D architectures. Unlike other architectures that render all the
hidden and visible pixels in a scene, PixelSquirt renders only the final visible
pixels. As a result, PixelSquirt requires up to 80 percent lower memory
bandwidth and up to 66 percent smaller memory size than traditional
architectures, significantly reducing system video memory cost. With optimized
use of available memory, the processor offers 32-bit image quality using only
16-bit video memory. PixelSquirt is a highly scalable architecture that will
allow Broadcom to address different price/performance market segments.
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"After working with Broadcom for nearly a year, we're excited about combining
forces to address the burgeoning consumer digital entertainment market," said
Sandeep Gupta, CEO of Stellar Semiconductor. "The combination of Broadcom's and
Stellar's technology, design, production, and marketing will enable Broadcom to
offer lower-cost system solutions with compelling visual processing capability."
In connection with the acquisition, under negotiation since late 1999, Broadcom
issued 672,346 shares of its Class B Common Stock in exchange for all
outstanding shares of Stellar's Preferred and Common Stock and reserved 112,877
additional shares of Class B Common Stock for issuance upon exercise of
outstanding employee stock options and other rights. The share issuances were
exempt from registration pursuant to section 3(a)(10) of the Securities Act of
1933, as amended. A portion of the shares issued will be held in escrow pursuant
to the terms of the respective acquisition agreements, as well as various
employee share repurchase agreements. (Share numbers shown reflect Broadcom's
recent 2-for-1 stock split.)
The merger transaction will be accounted for as a pooling of interests.
Broadcom's financial reports for the first fiscal quarter of 2000 (ending March
31) and prior periods will reflect the effects of the acquisition. The company
expects to record a one-time charge in the first 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 any time 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(R); the Class B Common
Stock is not publicly traded.
ABOUT STELLAR SEMICONDUCTOR
Stellar Semiconductor, Inc. develops visual processing semiconductor
intellectual property (SIP) cores for system-on-a-chip (SOC) applications in the
consumer digital entertainment markets such as set-top boxes, handheld consumer
devices, and internet appliances. Stellar employs 30 people in San Jose, Calif.
and may be contacted at 408-955-9663 or at www.stellarsemi.com.
ABOUT BROADCOM
Broadcom Corporation is the 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 a number of the most significant
broadband communications markets, including the markets for cable set-top boxes,
cable modems, high-speed office networks, home networking, Voice over Internet
Protocol (VoIP), residential broadband gateways, 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.
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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," "seeks," "estimates," "may," "will"
and variations of these words or similar expressions are intended to identify
forward-looking statements. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances, including any underlying assumptions, are 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 Stellar Semiconductor 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
volume production, integration issues, costs and unanticipated expenditures,
changing relationships with customers, suppliers and strategic partners,
potential contractual, intellectual property or employment issues, accounting
treatment and charges, and the risks that the acquisition cannot be completed
successfully or that anticipated benefits are not realized; the rate at which
our present and future customers and end-users adopt Broadcom's technologies and
products in the markets for visual processing; delays in the adoption and
acceptance of industry standards in the foregoing markets; the timing of
customer-industry qualification and certification of our products and the risks
of non-qualification or non-certification; the timing, rescheduling or
cancellation of significant customer orders; the loss of a key customer; the
volume of our product sales and pricing concessions on volume sales; the
qualification, availability and pricing of competing products and technologies
and the resulting effects on sales and pricing of our products; silicon wafer
pricing and the availability of foundry and assembly capacity and raw materials;
intellectual property disputes and customer indemnification claims; our ability
to specify, develop, complete, introduce, market and transition to volume
production new products and technologies in a timely manner; the effects of new
and emerging technologies; the effectiveness of our product cost reduction
efforts; fluctuations in our manufacturing yields and other problems or delays
in the fabrication, assembly, testing or delivery of our products; the risks of
producing products with new suppliers and at new fabrication and assembly
facilities; problems or delays that we may face in shifting our products to
smaller geometry process technologies and in achieving higher levels of design
integration; the risks and uncertainties associated with our 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; changes
in our product or customer mix; the quality of our products and any remediation
costs; the effects of natural disasters and other events beyond our control; the
level of orders received that can be shipped in a fiscal quarter; potential
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 forthcoming Annual Report on Form 10-K, recent Quarterly Reports on Form
10-Q, recent Current Reports on Form 8-K, 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. We undertake no
obligation to revise or update publicly any forward-looking statements for any
reason.
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Broadcom(R), Stellar Semiconductor, PixelSquirt and the Broadcom pulse logo are
trademarks of Broadcom Corporation and/or its subsidiaries in the United States
and certain other countries. All other trademarks mentioned are the property of
their respective owners.
<PAGE> 1
EXHIBIT 99.2
NEWS RELEASE
MEDIA CONTACTS FINANCIAL ANALYST CONTACT
Bill Blanning or Eileen Algaze William J. Ruehle
Corporate Communications Vice President and Chief Financial Officer
949-450-8700 949-450-8700
[email protected] [email protected]
[email protected]
BROADCOM COMPLETES ACQUISITIONS OF BLUESTEEL
NETWORKS AND DIGITAL FURNACE
IRVINE, Calif. - March 2, 2000 - Broadcom Corporation (Nasdaq: BRCM), the
leading provider of integrated circuits enabling high-speed broadband
communications to and throughout the home and business, today announced that it
has completed the acquisitions of BlueSteel Networks, Inc. and Digital Furnace
Corporation.
Based in Mountain View, Calif., BlueSteel Networks develops high-performance
Internet security processors for e-commerce and VPN (Virtual Private Network)
applications. BlueSteel has developed a proprietary, patent-pending architecture
for a family of integrated circuits that will perform standards-compliant
cryptographic functions at system data rates ranging from 100 Mbps (million bits
per second) to over 1 Gbps (billion bits per second).
Digital Furnace Corporation is an Atlanta-based developer of communications
algorithms and software that increase the capacity of existing broadband
networks for interactive services. Its core technology, Propane(TM), is
patent-pending software that runs on Broadcom's Data Over Cable Service
Interface Specification (DOCSIS) chipsets.
In connection with the acquisitions, Broadcom issued an aggregate of 1,342,961
shares of its Class B Common Stock and reserved an additional 217,417 shares of
Class B Common Stock for issuance upon exercise of outstanding employee stock
options and other rights of BlueSteel and Digital Furnace. 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 in each transaction will be
held in escrow pursuant to the terms of the respective acquisition agreements,
as well as various employee share repurchase agreements. (Share numbers shown
reflect Broadcom's recent 2-for-1 stock split.)
Each of the merger transactions will be accounted for as a pooling of interests.
Broadcom's financial reports for the first fiscal quarter of 2000 (ending March
31) and prior periods will reflect the effect of the acquisitions. The company
expects to record a one-time charge in the first 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 any time
<PAGE> 2
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(R); the Class B Common Stock is not
publicly traded.
BlueSteel's employees will be integrated into Broadcom's Networking Business
Unit. Digital Furnace employees will be integrated into Broadcom's Residential
Broadband Business Unit, based in Atlanta. With the acquisitions, Broadcom's
worldwide staff includes over 700 engineers, of whom more than 500 have advanced
degrees, including more than 100 Ph.D.s. Broadcom now has over 300 employees in
Silicon Valley and approximately 100 in the Atlanta area.
ABOUT BROADCOM
Broadcom Corporation is the 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 a number of the most significant
broadband communications markets, including the markets for cable set-top boxes,
cable modems, high-speed office networks, home networking, Voice over Internet
Protocol (VoIP), residential broadband gateways, 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
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," "seeks," "estimates," "may," "will"
and variations of these words or similar expressions are intended to identify
forward-looking statements. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances, including any underlying assumptions, are 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 acquisitions of BlueSteel Networks and Digital Furnace 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 volume production, integration issues, costs and
unanticipated expenditures, changing relationships with customers, suppliers and
strategic partners, potential contractual, intellectual property or employment
issues, accounting treatment and charges, and the risks that the acquisition
cannot be completed successfully or that anticipated benefits are not realized;
the rate at which our present and future customers and end-users adopt
Broadcom's technologies and products in the markets for network
<PAGE> 3
security and encryption processing and data, voice and video broadband
communications; delays in the adoption and acceptance of industry standards in
the foregoing markets; the timing of customer-industry qualification and
certification of our products and the risks of non-qualification or
non-certification; the timing, rescheduling or cancellation of significant
customer orders; the loss of a key customer; the volume of our product sales and
pricing concessions on volume sales; the qualification, availability and pricing
of competing products and technologies and the resulting effects on sales and
pricing of our products; silicon wafer pricing and the availability of foundry
and assembly capacity and raw materials; intellectual property disputes and
customer indemnification claims; our ability to specify, develop, complete,
introduce, market and transition to volume production new products and
technologies in a timely manner; the effects of new and emerging technologies;
the effectiveness of our product cost reduction efforts; fluctuations in our
manufacturing yields and other problems or delays in the fabrication, assembly,
testing or delivery of our products; the risks of producing products with new
suppliers and at new fabrication and assembly facilities; problems or delays
that we may face in shifting our products to smaller geometry process
technologies and in achieving higher levels of design integration; the risks and
uncertainties associated with our 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; changes in our product or customer
mix; the quality of our products and any remediation costs; the effects of
natural disasters and other events beyond our control; the level of orders
received that can be shipped in a fiscal quarter; potential 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 forthcoming Annual Report on Form 10-K, recent Quarterly Reports on Form
10-Q, recent Current Reports on Form 8-K, 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. We undertake no
obligation to revise or update publicly any forward-looking statements for any
reason.
Broadcom, BlueSteel(TM), Digital Furnace(TM), Propane(TM) and the Broadcom pulse
logo are trademarks of Broadcom Corporation and/or its subsidiaries in the
United States and certain other countries. All other trademarks mentioned are
the property of their respective owners.
