PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In this Registration Statement, Broadcom Inc. is sometimes referred to as Registrant, we, us or
our.
Registration of Additional Securities
By a registration statement on Form
S-8
filed with the SEC on February 2, 2016, File
No. 333-209331
(the February 2016 Registration Statement), Broadcom Limited, the Registrants predecessor, registered an aggregate of 32,761,012 ordinary shares, no par value, of Broadcom
Limited (Ordinary Shares) issuable under the Avago 2009 Plan and 79,306,533 Ordinary Shares issuable under the Broadcom 2012 Plan. The February 2016 Registration Statement also registered an aggregate of 641,508 Ordinary Shares issuable
under the Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (the Executive Plan) and the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago
Technologies Limited and Subsidiaries (the Senior Management Plan, and together with the Executive Plan, the Prior Plans), which shares become available for issuance under the Avago 2009 Plan to the extent awards under the
Prior Plans were forfeited or lapsed unexercised and the underlying Ordinary Shares were not issued under the Prior Plans. In addition, by a registration statement on Form
S-8
filed with the SEC on
December 23, 2016, File
No. 333-215291
(the December 2016 Registration Statement), Broadcom Limited registered an additional 6,000,000 Ordinary Shares issuable under the Avago 2009 Plan
and 12,195,965 Ordinary Shares issuable under the Broadcom 2012 Plan. By a registration statement on Form
S-8
filed with the SEC on November 17, 2017, File
No. 333-221654
(the November 2017 Registration Statement), Broadcom Limited registered an additional 6,000,000 Ordinary Shares issuable under the Avago 2009 Plan and 12,195,965 Ordinary Shares
issuable under the Broadcom 2012 Plan. The February 2016 Registration Statement, the December 2016 Registration Statement and the November 2017 Registration Statement, each as amended, are referred to as the Prior Registration
Statements). In connection with the Registrants redomiciliation from the Republic of Singapore to Delaware, the Registrant assumed Broadcom Limiteds obligations in connection with awards granted under Broadcom Limiteds
incentive plans and other similar employee awards and amended such plans and awards as necessary to provide for the issuance of shares of the Registrants common stock rather than Ordinary Shares. On April 4, 2018, the Registrant filed
post-effective amendments to each of the Prior Registration Statements, pursuant to which the Registrant expressly adopted each of the Prior Registration Statements as its own for purposes of the Securities Act and Exchange Act. The Prior
Registration Statements are currently effective.
The Registrant is hereby registering an additional (i) 6,000,000 shares of common stock
under the Avago 2009 Plan, which are currently available for issuance under the Avago 2009 Plan due to an automatic annual increase provision in the Avago 2009 Plan, and (ii) 12,195,965 shares of common stock under the Broadcom 2012 Plan, which will
become available for issuance under the Broadcom 2012 Plan on January 1, 2019 due to an automatic annual increase provision in the Broadcom 2012 Plan.
Pursuant to Instruction E of Form
S-8,
the contents of the Prior Registration Statements are
incorporated by reference in this Registration Statement on Form
S-8.
Item 3.
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Incorporation of Documents by Reference
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The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with the SEC will update and supersede this information. We hereby
incorporate by reference into this Registration Statement the following documents previously filed with the SEC (only to the extent filed and not furnished in accordance with SEC rules):
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(a)
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Annual Report of Broadcom Limited and Broadcom Cayman L.P. on Form
10-K
for the fiscal year ended October 29, 2017, filed with the SEC on December 21, 2017;
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(b)
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Quarterly Report of Broadcom Limited and Broadcom Cayman L.P. on Form
10-Q
for the quarterly period ended February 4, 2018, filed with the SEC on March 15, 2018;
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