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BROADCOM CORPORATION (Exact Name of Registrant As Specified in Its Charter)

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BROADCOM CORPORATION (Exact Name of Registrant As Specified in Its Charter) Table of Contents As filed with the Securities and Exchange Commission on March 2, 2012 Registration No. 333-___ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 BROADCOM CORPORATION (Exact name of registrant as specified in its charter) California 33-0480482 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 5300 California Avenue, Irvine, California 92617 (Address of principal executive offices) (Zip code) NetLogic Microsystems, Inc. 2000 Stock Plan (as assumed by Broadcom Corporation) NetLogic Microsystems, Inc. Amended and Restated 2004 Equity Incentive Plan (as assumed by Broadcom Corporation) Optichron, Inc. 2011 Restricted Stock Unit Plan (as assumed by Broadcom Corporation) NetLogic Microsystems, Inc. 2008 New Employee Inducement Incentive Plan (as assumed by Broadcom Corporation) Shares Issuable Pursuant to Certain Employee Inducement Grants Made Prior to the Effectiveness of the NetLogic Microsystems, Inc. 2008 New Employee Inducement Incentive Plan (as assumed by Broadcom Corporation) Aeluros, Inc. 2001 Stock Option Option/Stock Issuance Plan (as assumed by Broadcom Corporation) Shares Issuable Pursuant to the Agreement and Plan of Merger Reorganization, dated May 31, 2009, by and among NetLogic Microsystems, Inc., RMI Corporation, Roadster Merger Corporation and WP VIII Representative LLC (as assumed by Broadcom Corporation) (Full title of the Plans) Arthur Chong, Esq. Executive Vice President, General Counsel and Secretary Table of Contents Broadcom Corporation 5300 California Avenue, Irvine, California 92617 (Name and address of agent for service) (949) 926-5000 (Telephone number, including area code, of agent for service) Copies to: Joseph M. Yaffe Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1100 Palo Alto, California 94301 (650) 470-4500 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): Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨ CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Amount to be Offering Price Per Aggregate Offering Amount of Title of Securities to be Registered Registered(1) Share Price Registration Fee In respect of assumed stock options previously granted by NetLogic Microsystems, Inc. — Class A Common Stock $.0001 par value(2) 3,830,467 shares $9.68 (3) $37,078,921 (3) $4,249.00 In respect of assumed restricted stock units previously granted by NetLogic Microsystems, Inc. — Class A Common Stock $.0001 par value(4) 6,091,591 shares $36.35 (5) $221,429,333 (5) $25,376.00 In respect of assumed stock options previously granted by NetLogic Microsystems, Inc. as new hire inducements – Class A Common Stock $.0001 par value (6) 162,682 shares $10.63 (3) $1,729,310 (3) $198.00 Total 10,084,740 shares $260,237,564 $29,823.00 (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of additional shares of Broadcom Corporation Class A common stock that may, with respect to the shares of Class A common stock registered hereunder, become issuable under the employee benefit plans and other agreements identified herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without Broadcom Corporation’s receipt of consideration that results in an increase in the number of outstanding shares of Broadcom Corporation’s Class A common stock. Table of Contents (2) Represents: (a) 123,259 shares issuable under the NetLogic Microsystems, Inc. 2000 Stock Plan, having, with respect to outstanding options, a weighted average exercise price per share of $4.51; (b) 2,952,470 shares issuable under the NetLogic Microsystems, Inc. Amended and Restated 2004 Equity Incentive Plan, having, with respect to outstanding options, a weighted average exercise price per share of $8.86; (c) 64,158 shares issuable under the NetLogic Microsystems, Inc. 2008 New Employee Inducement Incentive Plan, having, with respect to outstanding options, a weighted average exercise price per share of $11.15; (d) 14,931 shares issuable under the Aeluros, Inc. 2001 Stock Option Option/Stock Issuance Plan, having, with respect to outstanding options, a weighted average exercise price per share of $0.94; and (e) 675,649 shares issuable upon the exercise of options granted pursuant to that certain Agreement and Plan of Merger Reorganization, dated May 31, 2009, by and among NetLogic, RMI Corporation, Roadster Merger Corporation and WP VIII Representative LLC (the “RMI Merger Agreement”), by which NetLogic acquired RMI, having, with respect to outstanding options, a weighted average exercise price per share of $14.22 which such outstanding options were assumed by the Registrant pursuant to that certain Agreement and Plan of Merger, dated as of September 11, 2011 (the “Merger Agreement”), by and among the Registrant, a wholly owned subsidiary of the Registrant and NetLogic Microsystems, Inc. (“NetLogic”). For purposes of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, the estimated weighted average exercise price of the assumed options was used. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act on the basis of the weighted average exercise price of the outstanding options. (4) Represents (a) 3,433,815 shares subject to issuance in restricted stock units granted pursuant to the NetLogic Microsystems, Inc. Amended and Restated 2004 Equity Incentive Plan; (b) 1,012,523 shares subject to issuance in restricted stock units granted pursuant to the NetLogic Microsystems, Inc. 2008 New Employee Inducement Incentive Plan; (c) 646,624 shares subject to issuance in connection with restricted stock units outstanding under the Optichron, Inc. 2011 Restricted Stock Unit Plan; and (d) 998,629 shares subject to issuance in restricted stock units granted pursuant to the RMI Merger Agreement; which such restricted units were assumed by the Registrant pursuant to the Merger Agreement. (5) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act, on the basis of the average of the high and low selling prices per share of Broadcom Corporation’s Class A Common Stock on February 27, 2012, as reported on the Nasdaq Global Select Market. (6) Represents shares issuable upon exercise of options granted to new employees of NetLogic in 2006 and 2007 as a new hire inducement pursuant to Rule 5635(c)(4) and then predecessor rules of the NASDAQ Stock Market Marketplace Rules (the “Nasdaq Rule”). Table of Contents TABLE OF CONTENTS PART I PART II Item 3. Incorporation of Documents by Reference II-1 Item 4. Description of Securities II-1 Item 5. Interests of Named Experts and Counsel II-1 Item 6. Indemnification of Directors and Officers II-2 Item 7. Exemption from Registration Claimed II-2 Item 8. Exhibits II-2 Item 9. Undertakings II-4 SIGNATURES II-6 Table of Contents PART I Information Required in the Section 10(a) Prospectus Broadcom Corporation (“Broadcom”) is not filing with or including in this Form S-8 the information called for in Part I of Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Broadcom shall deliver or cause to be delivered to participants in the plans covered by this Registration Statement, without charge, upon written or oral request, the documents incorporated by reference in Item 3 of Part II of this registration statement, which documents are incorporated by reference in the Section 10(a) prospectus, and such other documents required to be delivered to employees pursuant to Rule 428(b) under the Securities Act. Requests should be directed to Shareholder Services Department, Broadcom Corporation, 5300 California Avenue, Irvine, California 92617, (949) 926-6400. PART II Information Required in the Registration Statement Item 3. Incorporation of Documents by Reference Broadcom hereby incorporates by reference into this Registration Statement the following documents previously filed with the SEC: (a) Broadcom’s Annual Report on Form 10-K for the year ended December 31, 2011, filed February 1, 2012; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by Broadcom’s latest Annual Report referred to in (a) above; and (c) Broadcom’s Registration Statement No. 000-23993 on Form 8-A filed April 6, 1998, in which there are described the terms, rights and provisions applicable to Broadcom’s Class A common stock, and any other amendments or reports filed for the purpose of updating such description. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters
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