SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 25, 1999
Alliance Semiconductor Corporation
(Exact name of registrant as specified in its charter)
0-22594
(Commission File Number)
Delaware 77-0057842
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
3099 North First Street,
San Jose, California 95134-2006
(Address of principal executive offices, with zip code)
(408) 383-4900
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On January 25, 1999, Alliance Semiconductor Corporation ("Registrant")
agreed to approve a proposed merger between Maverick Networks ("Maverick"), a
startup company funded by Registrant, Broadcom Corporation ("Broadcom") and a
wholly-owned subsidiary of Broadcom. At the signing of the merger agreement,
Registrant owned approximately 28.4% of the total outstanding shares of
Maverick. In February 1998, Registrant entered into investment and technology
license agreements with Maverick intended to assist Maverick in developing
integrated semiconductors for multi-layer network switches.
Broadcom is expected to issue 864,200 shares of its Class B Common
Stock in exchange for all shares of Maverick's Preferred and Common Stock,
including shares issuable upon exercise of employee stock options and other
rights. The agreement has been approved by the Board of Directors of both
companies and, according to Broadcom, is expected to close in approximately
ninety (90) days. The transaction is subject to the approval of Maverick's
shareholders and satisfaction of regulatory requirements and other closing
conditions.
Risk Factors
All statements in this Report reflecting Registrant's anticipation of
receiving shares of Broadcom Class B Common Stock are forward-looking; the risk
factors set forth below could cause actual results to differ materially from
those in the forward-looking statements. The transaction is subject to the
approval of Maverick's shareholders and satisfaction of regulatory requirements
and other closing conditions. In addition, Registrant's receipt of such shares
is subject to regulatory approval. There can be no assurance that such approval
will be obtained, or if it is obtained, that it will not be delayed. The
forward-looking statements in this Report speak only as of February 2, 1999 (the
date this Report is filed with the Securities and Exchange Commission). The
Company expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or to
reflect any change in events, conditions or circumstances on which any such
forward-looking statement is based, in whole or in part.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Not applicable.
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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.
ALLIANCE SEMICONDUCTOR CORPORATION
Date: February 2, 1999 By: /s/ David Eichler
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David Eichler, Vice President
Finance and Administration, and
Chief Financial Officer
