UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 5, 2018
BROADCOM INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-38449 | 35-2617337 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1320 Ridder Park Drive, San Jose, California | 95131 | |||
(Address of principal executive offices) | (Zip Code) |
(408)433-8000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) orRule 12b-2 of the Securities Exchange Act of1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On November 5, 2018, Broadcom Inc. (“Broadcom”) completed its previously announced acquisition of CA, Inc. (“CA”), pursuant to the terms of the Agreement and Plan of Merger, dated as of July 11, 2018, by and among Broadcom, CA and the other parties named therein.
This Amendment No. 1 on Form8-K/A is being filed to amend Item 9.01(a) and (b) of the Current Report on Form8-K that Broadcom filed with the Securities and Exchange Commission (“SEC”) on November 5, 2018 regarding the completion of its acquisition of CA to include the historical financial statements of CA required by Item 9.01(a) of Form8-K and the pro forma financial information required by Item 9.01(b) of Form8-K.
Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired
The audited financial statements of CA as of and for the year ended March 31, 2018, together with the notes related thereto and the Report of Independent Registered Public Accounting Firm thereon, and unaudited financial statements of CA as of and for thesix-month period ended September 30, 2018, are filed as Exhibits 99.1 and 99.2, respectively, to this Form8-K/A and incorporated by reference herein.
(b) Pro Forma Financial Information
The unaudited pro forma financial information for Broadcom, after giving effect to the acquisition of CA and adjustments described in such pro forma financial information, is attached hereto as Exhibit 99.3 and incorporated by reference herein.
(d) Exhibits
SIGNATURE
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 INC. | ||||||||
Date: January 14, 2019 | By: | /s/ Thomas H. Krause, Jr. | ||||||
Name: | Thomas H. Krause, Jr. | |||||||
Title: | Chief Financial Officer |