As filed with the Securities and Exchange Commission on January 30, 2014

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

Form S-8 Registration Statement No. 333-93457

Form S-8 Registration Statement No. 333-116877

UNDER

THE SECURITIES ACT OF 1933

 

 

 

BROADCOM CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

California		33-0480482
(State of Incorporation)		(I.R.S. Employer Identification No.)

5300 California Avenue

Irvine, California 92617

(Address of principal executive offices, including zip code)

Broadcom Corporation 1998 Stock Incentive Plan

Broadcom Corporation 1999 Special Stock Option Plan

Broadcom Corporation 1998 Employee Stock Purchase Plan

M-Stream, Inc. 2002 Share Incentive Plan (as assumed by Broadcom Corporation)

(Full title of the plan)

 

 

 

Arthur Chong, Esq. Executive Vice President, General Counsel and Secretary 5300 California Avenue Irvine, California 92617 (949) 926-5000		Copy to: Joseph M. Yaffe Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1100 Palo Alto, California 94301 (650) 470-4500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

 

Large Accelerated filer		x		Accelerated filer		¨
Non-Accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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TABLE OF CONTENTS

 

EXPLANATORY NOTE / DEREGISTRATION OF UNSOLD SECURITIES			3
SIGNATURES			4
EXHIBIT INDEX			6

 

2

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EXPLANATORY NOTE / DEREGISTRATION OF UNSOLD SECURITIES

Broadcom Corporation (the “Company”) previously registered shares of the Company’s Class A common stock, $0.0001 par value per share under the following registration statements (the “Registration Statements”) concerning shares issuable or issued under certain employee benefit and equity plans and agreements. The Company is filing these post-effective amendments to the Registration Statements (“Post-Effective Amendments”) to deregister any securities registered and unsold under the Registration Statements and to terminate the Registration Statements. The approximate number of unsold shares is set forth below with respect to the Registration Statements under the column “approximate number of shares deregistered.” Such shares are being removed from registration and the Registration Statements are being terminated because such shares have either now expired, or been terminated, or because they are no longer available for issuance under the referenced plan.

 

Registration No.

Date Filed With the SEC

Name of Equity Plan or Agreement

Number of Shares Originally Registered1

Approximate Number of Shares Deregistered2

333-93457

12/22/1999

Broadcom Corporation 1998 Stock Incentive Plan

32,428,752 Class A

0

Broadcom Corporation 1999 Special Stock Option Plan

1,500,000 Class A

441,943 Class A

333-116877

6/25/2004

Broadcom Corporation 1998 Stock Incentive Plan

38,656,500 Class A

0

Broadcom Corporation 1998 Employee Stock Purchase Plan

4,590,333 Class A

0

M-Stream, Inc. 2002 Share Incentive Plan

37,535 Class A

4 Class A

 

1	The number of shares originally registered have been adjusted to reflect (i) the two-for-one split on February 11, 2000; and (ii) the three-for-two stock split on February 21, 2006.

2	A “0” in this column indicates that all shares originally registered under the registration statement were issued.

 

3

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing these Post-Effective Amendments and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on this 30^th day of January, 2014.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Broadcom Corporation, a California corporation, do hereby constitute and appoint Scott A. McGregor and Eric K. Brandt and each of them, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with the Registration Statements listed herein above. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to the Registration Statements, to any and all amendments, both pre-effective and post-effective, and supplements to the Registration Statements, and to any and all instruments or documents filed as part of or in conjunction with the Registration Statements or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments have been signed below by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ SCOTT A. MCGREGOR		President, Chief Executive Officer and Director (Principal Executive Officer)		January 30, 2014
Scott A. McGregor
/s/ HENRY SAMUELI, PH.D.		Chairman of the Board and Chief Technical Officer		January 30, 2014
Henry Samueli, Ph.D.
/s/ ERIC K. BRANDT		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		January 30, 2014
Eric K. Brandt
/s/ ROBERT L. TIRVA		Senior Vice President and Corporate Controller (Principal Accounting Officer)		January 30, 2014
Robert L. Tirva
/s/ ROBERT J. FINOCCHIO, JR.		Director		January 30, 2014
Robert J. Finocchio, Jr.
/s/ NANCY H. HANDEL		Director		January 30, 2014
Nancy H. Handel
/s/ EDDY W. HARTENSTEIN		Director		January 30, 2014
Eddy W. Hartenstein

 

4

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Signature		Title		Date
/s/ MARIA M. KLAWE, PH.D.		Director		January 30, 2014
Maria M. Klawe, Ph.D.
/s/ JOHN E. MAJOR		Lead Independent Director		January 30, 2014
John E. Major
/s/ WILLIAM T. MORROW		Director		January 30, 2014
William T. Morrow
/s/ ROBERT E. SWITZ		Director		January 30, 2014
Robert E. Switz

 

5

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EXHIBIT INDEX

 

Exhibit Number		Description
24.1		Power of Attorney (included on signature page)

 

6