8-K

 

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): October 27, 2008

Broadcom Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

California	000-23993	33-0480482
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
5300 California Avenue, Irvine, California		92617
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s 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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

As previously announced, on August 25, 2008, Broadcom Corporation ("Broadcom") and its subsidiary Broadcom International Limited ("Broadcom International") entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Advanced Micro Devices, Inc. ("AMD"), pursuant to which Broadcom and Broadcom International agreed to acquire (either directly or through other subsidiaries) certain assets related to AMD’s digital television business.

On October 27, 2008, Broadcom, Broadcom International and AMD entered into Amendment No. 1 (the "Amendment") to the Asset Purchase Agreement, which amended the Asset Purchase Agreement to (i) reduce the cash portion of the purchase price from $192.8 million to $141.5 million and (ii) effect a proportionate reduction in the amount to be deposited into the escrow available to satisfy any amounts owed by AMD to Broadcom pursuant to the indemnification provisions of the Asset Purchase Agreement and the Amendment.

The foregoing is a summary of the material terms of the Amendment and does not purport to summarize or include all terms of the Amendment. The summaries of the Amendment and the Asset Purchase Agreement contained or incorporated herein by reference are qualified in their entirety by reference to the full texts of the Amendment, attached as Exhibit 2.1 hereto, and the Asset Purchase Agreement, attached as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2008, each of which is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 28, 2008, Broadcom, directly or through other subsidiaries, completed its acquisition of certain assets related to AMD’s digital television business pursuant to the Asset Purchase Agreement, as amended by the Amendment, for a total purchase price of $141.5 million in cash, minus an adjustment for certain employee-related expenses. A portion of the purchase price was deposited into escrow for a period of 18 months following the closing to satisfy any amount owed by AMD to Broadcom pursuant to the indemnification provisions of the Asset Purchase Agreement and the Amendment. As previously disclosed, an additional portion of the purchase price was deposited in escrow to be held until certain audited 2008 financial statements for the acquired business have been delivered to Broadcom; such escrow is subject to forfeiture or reduction in the event of non-delivery or delay in delivery beyond certain agreed time periods. Delivery of such financial statements is expected to occur in the fourth qua rter of 2008.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

All financial statements of the business acquired that are required with respect to the acquisition described in Item 2.01 herein will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

All pro forma financial information required with respect to the acquisition described in Item 2.01 herein will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

2.1 Amendment No. 1 to Asset Purchase Agreement, dated as of October 27, 2008, among Broadcom Corporation, a California corporation, Broadcom International Limited, an exempted company organized and existing under the laws of the Cayman Islands, and Advanced Micro Devices, Inc., a Delaware corporatio n.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Broadcom Corporation
October 31, 2008	By:	/s/ Eric K. Brandt
		Name: Eric K. Brandt
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
2.1	Amendment No. 1 to Asset Purchase Agreement, dated as of October 27, 2008, among Broadcom Corporation, a California corporation, Broadcom International Limited, an exempted company organized and existing under the laws of the Cayman Islands, and Advanced Micro Devices, Inc., a Delaware corporation.

EX-2.1

Exhibit 2.1

AMENDMENT NO. 1
to
ASSET PURCHASE AGREEMENT

This Amendment No. 1 (this “Amendment”) to the Asset Purchase Agreement (as hereinafter defined) is made and entered into as of October 27, 2008 by and among Broadcom Corporation, a California corporation (“Purchaser”), Broadcom International Limited, an exempted company organized and existing under the laws of the Cayman Islands (“BIL”), and Advanced Micro Devices, Inc., a Delaware corporation (“Seller”). Capitalized terms used and not otherwise defined herein have the meaning set forth in the Asset Purchase Agreement.

RECITALS

A. Seller, Purchaser and BIL have entered into that certain Asset Purchase Agreement dated as of August 25, 2008 (the “Asset Purchase Agreement”).

B. Section 8.3 of the Asset Purchase Agreement provides, in relevant part, that the Asset Purchase Agreement may be amended by the parties thereto at any time, but only by an instrument in writing duly and validly signed on behalf of each of the parties thereto.

C. Seller, Purchaser and BIL desire to amend the Asset Purchase Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises, and the mutual agreements set forth herein, and for good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the parties), and intending to be legally bound, Seller, Purchaser and BIL hereby agree as follows:

AGREEMENT

1. Amendments.

(a) Section 1.5 of the Asset Purchase Agreement is hereby amended and restated so as to read in its entirety as follows:

“1.5 Consideration. The aggregate consideration for the Purchased Assets shall consist of (i) cash in the amount of one hundred forty one million five hundred thousand dollars ($141,500,000), minus the value of employee-related expenses calculated in accordance with Section 5.7(d)(i) and Section 5.7(d)(iii) and subject to the provisions of Section 5.16 (the “Purchase Price”), and (ii) the assumption of the Assumed Liabilities.”

(b) Section 2.11(c) of the Asset Purchase Agreement is hereby amended to add and include at the end thereof, for all purposes of the Asset Purchase Agreement, as if originally set forth therein on the date thereof, the following (all other provisions of such Section 2.11(c) to remain in full force and effect without modification):

“Neither Seller nor any of its Subsidiaries has any ownership or other interest in, to or under any registered copyright or industrial design, or any application for a copyright or industrial design registration, that, individually or in the aggregate, is necessary to the operation of the Business or is exclusively or primarily related to the Business, and no registered copyright or industrial design is necessary to the operation of the Business and exclusively or primarily related to the Business. Seller has disclosed to Purchaser (a) all United States patent applications with a filing date during the period beginning March 1, 2008 and ending October 1, 2008 and (b) invention disclosures entered in the AMD patent docketing database by the AMD law department with a submission date during the period beginning March 1, 2008 and ending October 1, 2008, to the extent that each is categorized by the submitting inventor(s) as related to the DTV business unit and names only Business Employee(s) as an inventor(s).  Following the Closing Date, Seller shall disclose to Purchaser all invention disclosures entered in the AMD patent docketing database by the AMD law department with a submission date during the period beginning March 1, 2008 and ending on the Closing Date, to the extent each is categorized by the submitting inventor(s) as related to the DTV business unit and names at least one Business Employee as an inventor.”

(c) The defined term “Effective Time” and all uses thereof shall mean 12:01am local time on October 28, 2008, as applied in each jurisdiction participating in the transactions contemplated by the Asset Purchase Agreement and the Ancillary Agreements.

(d) The definition of “Escrow Amount” set forth in Section 10.1 of the Asset Purchase Agreement is hereby amended and restated so as to read in its entirety as follows:

“ “Escrow Amount” means fourteen million dollars ($14,000,000).”

2. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument.

3. Effective Date of Amendment. This Amendment shall become effective immediately upon the execution hereby by Seller, Purchaser and BIL.

4. Effectiveness of Asset Purchase Agreement. Except as expressly amended by this Amendment, all terms, conditions and provisions of the Asset Purchase Agreement shall remain in full force and effect in accordance with their respective terms.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives as of the date first written above.

ADVANCED MICRO DEVICES, INC.

By: /s/ Harry A. Wolin
Name: Harry A. Wolin
Title:	Sr. Vice President, General Counsel & Secretary

BROADCOM CORPORATION
By:	/s/ Scott A. McGregor
Name:	Scott A. McGregor

Title: President and Chief Executive Officer

BROADCOM INTERNATIONAL LIMITED

By: /s/ Scott A. McGregor
Name: Scott A. McGregor
Title: President and Chief Executive Officer