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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): September 7, 2000
BROADCOM CORPORATION
(Exact Name of Registrant as Specified in Charter)
California 000-23993 33-0480482
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
16215 Alton Parkway, Irvine, California 92618
(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 September 7, 2000 Broadcom Corporation (the "Company") completed the
acquisition of Altima Communications, Inc. ("Altima") in accordance with the
Amended and Restated Merger Agreement and Plan of Reorganization dated as of
July 28, 2000 between the Company, AC Acquisition Corp. and Altima, a copy of
which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Altima is a supplier of networking integrated circuits for the
small-to-medium business ("SMB") networking market. Altima's product portfolio
has been designed for the value-oriented SMB customer, with emphasis on low
power, small footprint and low system cost.
In connection with the acquisition, the Company issued an aggregate of
1,661,784 shares of its Class A common stock in exchange for all outstanding
shares of Altima preferred and common stock and reserved 875,111 additional
shares of Class A common stock for issuance upon exercise of outstanding
employee stock options of Altima. 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 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.
In addition to the purchase consideration, the Company reserved
2,889,667 shares of its Class A common stock for future issuance to customers
upon the exercise of outstanding Altima performance-based warrants that become
exercisable upon satisfaction of certain customer purchase requirements.
The Company's press release announcing the 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 September 22, 2000.
(b) Pro forma financial information.
The financial information required by this item will be filed by
amendment within 60 days of September 22, 2000.
(c) Exhibits.
2.1 Amended and Restated Merger Agreement and Plan of
Reorganization by and among Broadcom Corporation, AC
Acquisition Corp., and Altima Communications, Inc. dated as of
July 28, 2000*
99.1 Press Release dated September 8, 2000, of the Registrant
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* Certain portions of this Exhibit have been omitted and filed separately under
an application for confidential treatment.
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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
September 22, 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 Amended and Restated Merger Agreement and Plan of
Reorganization by and among Broadcom Corporation, AC
Acquisition Corp., and Altima Communications, Inc. dated as
of July 28, 2000*
99.1 Press Release dated September 8, 2000, of the Registrant
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* Certain portions of this Exhibit have been omitted and filed separately under
an application for confidential treatment.
