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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): January 18, 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 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
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(Former Name or Former Address, if Changed since Last Report)
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ITEM 5. OTHER EVENTS
On January 18, 2000, Broadcom Corporation issued a press release, a
copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7. EXHIBITS
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
99.1 Press Release dated January 18, 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
January 31, 2000 By: /s/ WILLIAM J. RUEHLE
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William J. Ruehle
Vice President and
Chief Financial Officer
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Exhibit Index
Exhibit
No. Description
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99.1 Press Release dated January 18, 2000, of the Registrant.
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EXHIBIT 99.1
BROADCOM BUSINESS MEDIA CONTACTS:
Bill Blanning or Eileen Algaze
Corporate Communications Dept.
949-450-8700
[email protected]
[email protected]
BLUESTEEL NETWORKS CONTACT: BROADCOM FINANCIAL ANALYST CONTACT:
Dan Eakins William Ruehle
Vice President of Marketing Vice President and
650-208-0760 Chief Financial Officer
[email protected] 949-450-8700
[email protected]
BROADCOM CORPORATION TO ACQUIRE BLUESTEEL NETWORKS, INC.,
LEADING DEVELOPER OF NETWORK SECURITY PROCESSORS
Acquisition Will Enable Network Security Processors Supporting Data Rates from
100 Megabits per second to Over One Gigabit per second
IRVINE, Calif. and MOUNTAIN VIEW, Calif. - January 18, 2000 - Broadcom
Corporation (Nasdaq: BRCM), a leading provider of integrated circuits enabling
high-speed broadband communications to and throughout the home and business,
today announced that it has signed a definitive agreement to acquire BlueSteel
Networks, Inc., a Silicon Valley developer of leading-edge Internet security
processors.
BlueSteel Networks is a fabless semiconductor company developing and marketing
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 one Gbps (billion bits per
second).
BlueSteel's technology is key to the development of a secure Internet
infrastructure for Voice over Internet Protocol (VoIP), e-commerce transactions,
and corporate internetworking and telecommuting. BlueSteel provides
silicon-efficient, high-performance single chip solutions that enable equipment
vendors to offer wirespeed security without compromising cost, performance or
ease of use.
"This is a powerful combination that brings Broadcom's broadband communications
expertise together with BlueSteel's leadership in high-speed network security
processors," said Dr. Henry T. Nicholas III, President and CEO of Broadcom.
"This important acquisition provides Broadcom with a scalable family of security
processors and cores with performance up to one
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Gigabit per second and beyond, to address a variety of VPN products and Broadcom
system-on-a-chip devices."
"We're excited about combining forces to address the incredible market
opportunity in building a secure Internet infrastructure," said Suresh Krishna,
Founder, President and CTO of BlueSteel. "There is a highly synergistic
relationship between Broadcom and BlueSteel. The combined team is uniquely
positioned to develop innovative, world-class products that benefit our
customers by offering silicon-efficient, wirespeed security for a variety of
broadband communication applications."
With this acquisition Broadcom is well positioned to take advantage of the
relaxed U.S. export restrictions published by the Clinton Administration on
January 14, 2000, as the worldwide market for semiconductors performing
cryptographic functions will directly benefit from the amended regulations.
BlueSteel's products address a growing demand by communications companies for
technology that will help them offer strong broadband security across their
product line. As the Internet matures into the medium of choice for commercial
transactions, traditional infrastructure equipment including routers, gateways,
firewalls, modems, LAN adapters and other Internet appliances, requires robust
security as a standard product feature.
Broadcom plans to retain the services of members of BlueSteel's Technical
Advisory Board (TAB) which consists of renowned industry experts in the security
and cryptography industry who have created many of the algorithms and standards
that BlueSteel is implementing in its processors. The TAB includes Dr. Tom
Berson, a noted Silicon Valley entrepreneur and Principal Scientist at Xerox
PARC; Professor Emeritus Martin Hellman of Stanford University, the co-inventor
of public-key cryptography; Dr. Stephen Kent of GTE/BBN, the author of several
Internet Engineering Task Force (IETF) standards for Internet Protocol Security
and a renowned expert on computer and Internet security; and Paul Kocher, a
noted security consultant, co-architect of Secure Socket Layer (SSL) version 3.0
for Netscape, designer of the Data Encryption Standard (DES) search machine
"Deep Crack", and developer of many well known security attacks.
Under the terms of the agreement, Broadcom will issue an aggregate of
approximately 375,000 shares of its Class B Common Stock in exchange for all
outstanding shares of BlueSteel Preferred and Common Stock and upon exercise of
BlueSteel employee stock options and other rights. The merger transaction is
expected to close within 60 days and will be accounted for as a pooling of
interests. The boards of directors of both companies have approved the
agreement. The transaction is subject to the approval of BlueSteel shareholders
and the satisfaction of regulatory requirements and other customary closing
conditions. Broadcom expects to record a one-time charge in its first fiscal
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.
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ABOUT BLUESTEEL NETWORKS
BlueSteel Networks is a fabless semiconductor firm that develops and markets
network security processors. Its mission is to unlock the full potential of
broadband Internet communications and electronic commerce by providing
transparent, ubiquitous, wirespeed security infrastructure building blocks. The
privately-held company has offices in Mountain View, Calif. BlueSteel may be
contacted at 650-625-0500 or at www.bluesteelnet.com
ABOUT BROADCOM
Broadcom Corporation is a 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, 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.
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," "may," "will" and similar expressions
are intended to identify 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 BlueSteel Networks 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
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 and BlueSteel's technologies and
products in the markets for network security and encryption 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
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manufacturing yields and other problems or delays in the fabrication, assembly,
testing or delivery of our products; 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(R) and the Broadcom pulse logo are trademarks of Broadcom Corporation
and/or its subsidiaries in the United States and certain other countries.
BlueSteel is a tradename of BlueSteel Networks, Inc. All other trademarks
mentioned are the property of their respective owners.
