Securities Registration (section 12(b)) (8-a12b)
September 30 2019 - 4:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
BROADCOM INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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35-2617337
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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1320 Ridder Park Drive, San Jose, California
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95131
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be so registered
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8.00% Mandatory Convertible Preferred Stock,
Series A, par value $0.001 per share
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The Nasdaq Stock Market LLC
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this
form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-225648
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Broadcom Inc. (the “Registrant”) has filed with the Securities and Exchange Commission (the “Commission”)
pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), a prospectus supplement, dated September 24, 2019 (the “Prospectus Supplement”), and the
accompanying prospectus, dated June 14, 2018 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”). The Prospectus Supplement related to the Registrant’s
offering of its 8.00% Mandatory Convertible Preferred Stock, Series A, par value $0.001 per share. The Prospectus forms a part of the Registration Statement on Form S-3 (File
No. 333-225648), filed with the Commission on June 14, 2018.
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Item 1.
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Description of Registrant’s Securities to be Registered
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The descriptions under the headings “Description of Mandatory Convertible Preferred Stock” in the Prospectus Supplement and “Description of
Capital Stock” in the Base Prospectus are incorporated by reference herein. Copies of such descriptions have been filed with The Nasdaq Stock Market LLC.
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Exhibit
No.
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Description
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3.1
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Amended and Restated Certificate of Incorporation of Broadcom Inc., adopted as of April 2, 2018 (incorporated by reference from Exhibit 3.1 to Broadcom Inc.’s Current Report on Form
8-K filed April 4, 2018 (Commission File Number: 001-38449)).
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3.2
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Amended and Restated Bylaws of Broadcom Inc., adopted as of April 4, 2018 (incorporated by reference from Exhibit 3.2 to Broadcom Inc.’s Current Report on Form 8-K filed on
April 4, 2018 (Commission File Number: 001-38449)).
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3.3
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Certificate of Designations of the 8.00% Mandatory Convertible Preferred Stock, Series A, filed with the Secretary of State of the State of Delaware on September 30, 2019 (incorporated by reference from Exhibit 3.1 to Broadcom
Inc.’s Current Report on Form 8-K filed September 30, 2019 (Commission File No: 001-38449)).
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4.1
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Specimen Certificate of 8.00% Mandatory Convertible Preferred Stock, Series A (contained in Exhibit 3.3 above).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, hereunto duly authorized.
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BROADCOM INC.
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Date: September 30, 2019
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By:
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/s/ Mark Brazeal
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Name: Mark Brazeal
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Title: Chief Legal Officer
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