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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 6, 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
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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 6, 2000 Broadcom Corporation (the "Company") completed the
acquisition of Silicon Spice Inc. ("Silicon Spice") in accordance with the
Merger Agreement and Plan of Reorganization dated as of August 3, 2000, a copy
of which is attached hereto as Exhibit 2.1 and is incorporated herein by this
reference.
Silicon Spice develops gateway and carrier access chipsets, software and
development tools for high-density voice, fax and data packet transport over
wide area networks (WANs).
In connection with the acquisition, the Company issued an aggregate of
3,864,161 shares of its Class A common stock in exchange for all outstanding
shares of Silicon Spice preferred and common stock and reserved 1,126,885
additional shares of Class A common stock for issuance upon exercise of
outstanding employee stock options of Silicon Spice. 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 23, 2000.
(b) Pro forma financial information.
The financial information required by this item will be filed by
amendment within 60 days of October 23, 2000.
(c) Exhibits.
2.1 -- Merger Agreement and Plan of Reorganization by and among
Broadcom Corporation, Silicon Spice Inc. and the Other
Parties Signatory Thereto dated as of August 3, 2000
99.1 -- Press Release dated October 6, 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 23, 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 among
Broadcom Corporation, Silicon Spice Inc. and the Other
Parties Signatory Thereto dated as of August 3, 2000
99.1 Press Release dated October 6, 2000, of the Registrant
