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)
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| 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)
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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):
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| Large Accelerated filer | | x | | Accelerated filer | | ¨ |
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| Non-Accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
TABLE OF CONTENTS
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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.
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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. |
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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 30th day of January, 2014.
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| BROADCOM CORPORATION |
| |
By: | | /s/ SCOTT A. MCGREGOR |
| | Scott A. McGregor |
| | President and Chief Executive Officer |
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.
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Signature | | Title | | Date |
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/s/ SCOTT A. MCGREGOR | | President, Chief Executive Officer and Director
(Principal Executive Officer) | | January 30, 2014 |
Scott A. McGregor | | | |
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/s/ HENRY SAMUELI, PH.D. | | Chairman of the Board and Chief Technical Officer | | January 30, 2014 |
Henry Samueli, Ph.D. | | | | |
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/s/ ERIC K. BRANDT | | Executive Vice President and Chief Financial Officer
(Principal Financial Officer) | | January 30, 2014 |
Eric K. Brandt | | | |
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/s/ ROBERT L. TIRVA | | Senior Vice President and Corporate Controller
(Principal Accounting Officer) | | January 30, 2014 |
Robert L. Tirva | | | |
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/s/ ROBERT J. FINOCCHIO, JR. | | Director | | January 30, 2014 |
Robert J. Finocchio, Jr. | | | | |
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/s/ NANCY H. HANDEL | | Director | | January 30, 2014 |
Nancy H. Handel | | | | |
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/s/ EDDY W. HARTENSTEIN | | Director | | January 30, 2014 |
Eddy W. Hartenstein | | | | |
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Signature | | Title | | Date |
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/s/ MARIA M. KLAWE, PH.D. | | Director | | January 30, 2014 |
Maria M. Klawe, Ph.D. | | | | |
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/s/ JOHN E. MAJOR | | Lead Independent Director | | January 30, 2014 |
John E. Major | | | | |
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/s/ WILLIAM T. MORROW | | Director | | January 30, 2014 |
William T. Morrow | | | | |
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/s/ ROBERT E. SWITZ | | Director | | January 30, 2014 |
Robert E. Switz | | | | |
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EXHIBIT INDEX
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Exhibit Number | | Description |
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| 24.1 | | Power of Attorney (included on signature page) |
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