UNITED STATES
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): February 1, 2011
Broadcom Corporation
(Exact name of registrant as specified in its charter)
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California
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000-23993
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33-0480482 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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5300 California Avenue,
Irvine, California
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92617 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (949) 926-5000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item 1.01 |
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Entry into a Material Definitive Agreement |
After market close on February 1, 2011, Broadcom Corporation (the Company) entered into a fixed
dollar collared accelerated share repurchase agreement (the ASR Contract) with Morgan Stanley &
Co. Incorporated (Morgan Stanley), under which the Company will repurchase approximately
$300,000,000 of its common shares, the final number of shares subject to adjustment described
below. The Company will acquire these common shares under the Evergreen share repurchase program
authorized by its Board of Directors that was previously announced on February 26, 2010.
Pursuant to the ASR Contract, the Company paid $300,000,000 to Morgan Stanley on February 3, 2011,
and 4,354,678 shares were delivered to the Company on the same day. Additional shares are expected
to be delivered over the term of the ASR Contract which is expected to end no later than May 12,
2011. The exact number of shares to be repurchased generally will be determined by the discounted
average of the daily volume weighted average prices of shares traded during the term of the
agreement, subject to collar provisions that will establish minimum and maximum numbers of shares
to be repurchased.
The ASR Contract contains the principal terms and provisions governing the accelerated share
repurchase, including, but not limited to, the mechanism used to determine the number of shares
that will be delivered, the required timing of delivery of the shares, the circumstances under
which Morgan Stanley is permitted to make adjustments to valuation periods and various
acknowledgements, representations and warranties made by the Company and Morgan Stanley to one
another.
The foregoing description of the ASR Contract is a summary and is qualified in its entirety by the
terms of the ASR Contract, a copy of which will be filed as an exhibit to the Companys Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2011.
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Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant |
The disclosure provided under Item 1.01 above is hereby incorporated by reference.