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BRCM > SEC Filings for BRCM > Form 8-K/A on 8-Jan-2009All Recent SEC Filings

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Form 8-K/A for BROADCOM CORP


8-Jan-2009

Completion of Acquisition or Disposition of Assets


Item 2.01. Completion of Acquisition or Disposition of Assets.
This Current Report on Form 8-K/A (the "Amendment") amends and supplements the Current Report on Form 8-K filed by Broadcom Corporation on October 31, 2008 (the "Initial Form 8-K"), in which Broadcom reported the completion of its acquisition, either directly or through it subsidiaries, of certain assets related to the digital television business of Advanced Micro Devices, Inc. ("AMD"). This Amendment is being filed to include the historical financial statements and pro forma financial information described in Item 9.01 below. The information previously reported in the Initial Form 8-K is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. Historical audited statements of net revenues and direct expenses of the Digital TV Business of AMD for the year ended December 29, 2007 and the nine months ended September 27, 2008, and historical audited statements of assets to be acquired of the Digital TV Business of AMD as of December 29, 2007 and September 27, 2008, and the notes related thereto, are filed as Exhibit 99.1 to this Amendment and are incorporated by reference herein. Pursuant to a request filed by Broadcom with the Securities and Exchange Commission (the "SEC"), the Staff of the SEC has noted that it would not object to the filing of these financial statements in satisfaction of Rule 3-05 of Regulation S-X.
(b) Pro Forma Financial Information. Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2008 and Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2007 and the nine months ended September 30, 2008, and the notes related thereto, with respect to the transaction referred to above are filed as Exhibit 99.2 to this Amendment and incorporated by reference herein.
(d) Exhibits.

Exhibit No.                                   Description

2.1*           Asset Purchase Agreement dated August 25, 2008 by and between Broadcom and
               AMD.

2.2*           Asset Purchase Agreement - Amendment No. 1 dated October 27, 2008 by and
               between Broadcom and AMD.

23.1           Consent of Ernst & Young LLP, Independent Auditors.

99.1           Historical audited Statements of Net Revenues and Direct Expenses of the
               Digital TV Business of AMD for the year ended December 29, 2007 and the
               nine months ended September 27, 2008, and historical audited Statement of
               Assets to Be Acquired of the Digital TV Business of AMD as of
               September 27, 2008 and the notes related thereto.

99.2           Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30,
               2008 and Unaudited Pro Forma Condensed Combined Statements of Operations
               for the year ended December 31, 2007 and the nine months ended
               September 30, 2008, and the notes related thereto.

* Filed previously


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