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): September 12, 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
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(Commission
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(I.R.S. Employer |
of incorporation)
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File Number)
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Identification No.) |
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5300 California Avenue, Irvine, |
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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)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
On September 12, 2011 Broadcom Corporation (Broadcom) conducted a conference call with analysts
and investors to discuss Broadcoms contemplated acquisition of NetLogic Microsystems, Inc.
(NetLogic Microsystems). The transcript from such conference call is attached as Exhibit 99.1 to
this report and is hereby incorporated by reference herein.
On
September 13, 2011 Broadcom will give a presentation, together with NetLogic Microsystems, at the
Deutsche Bank Securities 2011 Technology Conference. A copy of the slides used in the
presentation is attached as Exhibit 99.2 to this report and is hereby incorporated by reference
herein.
Cautions Regarding Forward-Looking Statements
All statements included or incorporated by reference in this Current Report on Form 8-K (including
the exhibits thereto), other than statements or characterizations of historical fact, are
forward-looking statements within the meaning of the federal securities laws, including the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current
expectations, estimates and projections about our industry and business, managements beliefs, and
certain assumptions made by us, all of which are subject to change. Forward-looking statements can
often be identified by words such as anticipates, expects, intends, plans, predicts,
believes, seeks, estimates, may, will, should, would, could, potential,
continue, ongoing, similar expressions, and variations or negatives of these words. Examples of
such forward-looking statements include, but are not limited to, references to the impact of the
acquisition on Broadcoms earnings per share, the expected date of closing of the transaction, the
strategic fit of NetLogic Microsystems technology into Broadcoms business, and the potential
benefits of the merger. These forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could cause our actual results to differ
materially and adversely from those expressed in any forward-looking statement.
Important risk factors that may cause such a difference for Broadcom in connection with the
acquisition of NetLogic Microsystems include, but are not limited to unexpected variations in
market growth and demand for multi-core network processor and related technologies, matters arising
in connection with the parties efforts to comply with and satisfy applicable regulatory clearances
and closing conditions relating to the transaction and closing conditions relating to the
transaction, 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
and charges resulting from purchase accounting adjustments or fair value measurements.
Broadcoms Annual Report on Form 10-K for the year ended December 31, 2010, subsequent Quarterly
Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange
Commission filings discuss the foregoing risks as well as other important risk factors that could
contribute to such differences or otherwise affect our business, results of operations and
financial condition. The forward-looking statements in this Current Report on Form 8-K (including
the exhibits thereto) speak only as of this date. Broadcom undertakes no obligation to revise or
update publicly any forward-looking statement to reflect future events or circumstances.
Additional information about the Merger and Where to Find It
In connection with the proposed transaction, NetLogic Microsystems intends to file a definitive
proxy statement and other relevant materials with the SEC. Before making any voting decision with
respect to the proposed transaction, stockholders of NetLogic Microsystems are urged to read the
proxy statement and other relevant materials because these materials will contain important
information about the proposed transaction. The proxy statement and other relevant materials, and
any other documents to be filed by NetLogic Microsystems with the SEC, may be obtained free of
charge at the SECs website at www.sec.gov or from NetLogic Microsystems website at
www.netlogicmicro.com or by contacting NetLogic Microsystems Investor Relations at:
investors@netlogicmicro.com. Investors and security holders of NetLogic Microsystems are urged to
read the proxy statement and the other relevant materials when they become available before making
any voting or investment decision with respect to the proposed merger because they will contain
important information about the merger and the parties to the merger.
NetLogic Microsystems and Broadcom and each of their respective executive officers, directors and
other members of their management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from NetLogic Microsystems stockholders in favor of the proposed
transaction. A list of the names of NetLogic Microsystems executive officers and directors and a
description of their respective interests in NetLogic Microsystems are set forth in NetLogic
Microsystems annual report on Form 10-K for the fiscal year ended December 31, 2010, the proxy
statement for NetLogic Microsystems 2011 Annual Meeting of Stockholders and the proxy statement
and other relevant materials filed with the SEC in connection with the merger when they become
available. Certain executive officers and directors of NetLogic Microsystems have interests in the
proposed transaction that may differ from the interests of stockholders generally, including
benefits conferred under retention, severance and change in control arrangements and continuation
of director and officer insurance and indemnification. These interests and any additional benefits
in connection with the proposed transaction will be described in the proxy statement relating to
the merger when it becomes available. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of certain of Broadcoms executive
officers and directors by reading Broadcoms proxy statement for its 2011 Annual Meeting of
Shareholders.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description |
99.1 |
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Transcript from investor conference call on September 12, 2011. |
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99.2 |
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Slides used in the Deutsche Bank Securities 2011 Technology Conference on September 13, 2011. |