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BRCM
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October 20, 1999 11:02
BROADCOM CORP files special meeting proxy.
Excerpted from DEFS14A filed on 10/20 by BROADCOM CORP:
BROADCOM CORP files special meeting proxy.
(4) Date Filed:
[BROADCOM LOGO]
NOTICE OF 1999 SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 22, 1999
TO THE SHAREHOLDERS OF BROADCOM CORPORATION:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Special
Meeting") of Broadcom Corporation, a California corporation (the "Company"),
will be held on Monday, November 22, 1999, at 10:00 a.m. Pacific Time at the
offices of Brobeck, Phleger & Harrison LLP, 38 Technology Drive, Irvine,
California 92618, for the following purposes, as more fully described in the
Proxy Statement accompanying this Notice:
Item. 1. To approve the amendment of the Company's Amended and Restated
Articles of Incorporation to increase the aggregate number of authorized
shares of Class A Common Stock thereunder from 200,000,000 shares to
400,000,000 shares and to increase the aggregate number of authorized
shares of Class B Common Stock thereunder from 100,000,000 shares to
200,000,000 shares.
Item. 2. To approve the amendment of the Company's Amended and Restated
Articles of Incorporation to permit the issuance of additional shares of
Class B Common Stock upon the approval of at least two-thirds of the
members of the Board of Directors then in office.
Item. 3. To approve the amendment of the Company's 1998 Stock Incentive
Plan:
(a) to increase the number of shares of Class A Common Stock
reserved for issuance under this plan by an additional
10,000,000 shares; and
(b) to revise the automatic share increase provisions of this plan
so that the number of shares of Class A Common Stock by which
the share reserve is to increase automatically on the first
trading day in January each year will be increased to 4.5% of
the total number of shares of Class A Common Stock and Class B
Common Stock outstanding on the last trading day of December in
the immediately preceding calendar year, beginning with the
January 3, 2000 annual increase, subject to an annual share
limit.
Item. 4. To transact such other business as may properly come before the
meeting or any adjournment(s) or postponement(s) thereof.
Only shareholders of record at the close of business on October 15, 1999
are entitled to notice of and to vote at the Special Meeting and any
adjournment(s) or postponement(s) thereof. The stock transfer books of the
Company will remain open between the record date and the date of the Special
Meeting. A list of shareholders entitled to vote at the Special Meeting will be
available for inspection at the executive offices of the Company.
Because this is a Special Meeting with only limited items on the agenda,
the Company does not presently intend to have any presentations from management
as it typically does for its Annual Meeting of Shareholders. As such, we
anticipate that this meeting will only last a few minutes. Although you are
entitled to attend the Special Meeting and vote in person, we encourage you to
complete, sign and date the enclosed Proxy as promptly as possible and return it
in the enclosed return envelope. Should you receive more than one Proxy because
your shares are registered in different names or addresses, please be sure to
sign and return each Proxy to assure that all of your shares will be voted. You
may revoke your Proxy at any time prior to the Special Meeting. If you attend
the Special Meeting and vote by ballot, your Proxy will be revoked automatically
and only your vote at the Special Meeting will be counted.
Sincerely,
/s/ Henry T. Nicholas
Henry T. Nicholas III, Ph.D.
President, Chief Executive Officer and
Co-Chairman
Irvine, California
October 22, 1999
(End of Item Excerpt)
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BROADCOM CORP 'A' - BRCM
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