BRCM » Topics » Subsequent Events

This excerpt taken from the BRCM 10-K filed Feb 4, 2009.
Subsequent Events
 
In light of the continuing deterioration in worldwide economic conditions, on January 28, 2009 our Board of Directors committed to a restructuring plan. The plan includes a reduction in our worldwide headcount of approximately 200 people, which represents approximately 3% of our global workforce. We began implementing the plan immediately and expect that it will be substantially completed later in 2009.


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We expect to incur approximately $8.0 million to $10.0 million in restructuring costs related to the plan, primarily for severance and other charges associated with our reduction in workforce. Of the total restructuring costs, approximately $2.5 million to $4.0 million is expected to be stock-based compensation expense. We anticipate that we will recognize most of these charges in the first quarter of 2009, with a portion to be recognized later in 2009.
 
This excerpt taken from the BRCM 10-K filed Feb 20, 2007.
Subsequent Events
 
Share Repurchase Program
 
In February 2007 our Board of Directors authorized a new program to repurchase shares of our Class A common stock. The Board approved the repurchase of shares having an aggregate market value of up to $1.0 billion, depending on market conditions and other factors. Repurchases under the program may be made at any time and from time to time during the 12 to 18 month period that commenced February 12, 2007. Repurchases under the program will be made in open market or privately negotiated transactions in compliance with Rule 10b-18 under the Exchange Act.
 
Acquisition
 
In January 2007 we completed the acquisition of LVL7 Systems, Inc., a privately-held provider of production-ready networking software that enables networking original equipment manufacturers and original design manufacturers to reduce development expenses and compress development timelines. In connection with the acquisition, Broadcom paid total consideration of approximately $62 million in cash to acquire outstanding shares of capital stock and vested stock options of LVL7 and to liquidate outstanding LVL7 debt. A portion of the cash consideration payable to the stockholders was placed into escrow pursuant to the terms of the acquisition


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agreement. We may record a one-time charge for purchased IPR&D expenses related to this acquisition in the first quarter of 2007. The amount of that charge, if any, has not yet been determined.
 
This excerpt taken from the BRCM 10-K filed Jan 23, 2007.
Subsequent Events
 
Increase in Share Repurchase Program
 
On January 25, 2006 our Board of Directors approved an amendment to the share repurchase program authorized in February 2005. The amendment extends the program through January 26, 2007 and authorizes the repurchase of additional shares of the our Class A common stock having a total market value of up to $500 million from time to time during the period beginning January 26, 2006 and ending January 26, 2007. On July 24, 2006 our Board of Directors decided to suspend purchasing shares of Class A common stock under the share repurchase program.
 
Stock Split
 
On January 25, 2006 our Board of Directors approved a three-for-two split of our common stock, which was effected in the form of a stock dividend. Holders of record of our Class A and Class B common stock as of the close of business on February 6, 2006 “Record Date”) received one additional share of Class A or Class B common stock, as applicable, for every two shares of such class held on the Record Date. The additional Class A and Class B shares were distributed on or about February 21, 2006. Cash was paid in lieu of fractional shares. Share and per share amounts in the accompanying consolidated financial statements have been restated to reflect this stock split.
 
Articles of Incorporation
 
In June 2006 we filed Second Amended and Restated Articles of Incorporation, or the Restated Articles, with the California Secretary of State. The Restated Articles (i) increased the aggregate number of shares of Class A common stock that we are authorized to issue from 800,000,000 shares to 2,500,000,000 shares, (ii) clarified that we are only authorized to issue 6,432,161 shares of preferred stock and (iii) eliminated all statements referring to the rights, preferences, privileges and restrictions of Series A, Series B, Series C, Series D and Series E preferred stock, all outstanding shares of which automatically converted into shares of our Class B common stock upon consummation of our initial public offering.
 
Acquisitions
 
In March 2006 we completed the acquisition of Sandburst Corporation, a privately-held fabless semiconductor company specializing in the design and development of packet switching and routing systems-on-a-chip that are deployed in enterprise core and metropolitan Ethernet networks. In connection with the acquisition, we paid $72.0 million in cash. In addition, we exchanged unvested stock options to purchase 0.1 million shares of our Class A common stock, which had a fair value of $4.4 million in accordance with SFAS 123R. We recorded a one-time charge of $5.2 million for IPR&D expense. The amount allocated to IPR&D in the three months ended March 31, 2006 was determined through established valuation techniques used in the high technology industry and was expensed upon acquisition as it was determined that the underlying projects had not reached technological feasibility and no alternative future uses existed. We also assumed $7.6 million in net liabilities and recorded $40.2 million in goodwill, $30.7 million of completed technology and $3.4 million in other purchased intangible assets in connection with this acquisition.
 
In January 2007 we completed the acquisition of LVL7 Systems, Inc., a privately-held provider of production-ready networking software that enables networking original equipment manufacturers and original design manufacturers to reduce development expenses and compress development timelines. In connection with the acquisition, Broadcom paid total consideration of approximately $62 million in cash to acquire outstanding shares of capital stock and vested stock options of LVL7 and liquidate outstanding LVL7 debt. A portion of the cash consideration payable to the stockholders was placed into escrow pursuant to the terms of the acquisition agreement. We may record a one-time charge for purchased IPR&D expenses related to this acquisition in the first quarter of 2007. The amount of that charge, if any, has not yet been determined.
 
Subsequent Event
 
We recorded total charges of $10.9 million in the three months ended September 30, 2006 and expect to record $50.6 million in the three months ended December 31, 2006 in connection with payments we have decided to make to or on behalf of certain current and former employees related to consequences of the equity award review, as well as non-cash stock-based compensation expense we incurred related to the extension of the post-


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service stock option exercise period for certain former employees. The payments are to remunerate participants in the employee stock purchase plan who were unable to purchase shares thereunder during the period in which we were not current in our SEC reporting obligations, to remediate adverse tax consequences, if any, to individuals that may result from the equity award review, and to compensate individuals for the value of stock options that expired or would have expired during the period in which we were not current in our SEC reporting obligations.
 
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