Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2014



Avago Technologies Limited

(Exact name of registrant as specified in its charter)




Singapore   001-34428   98-0682363

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


1 Yishun Avenue 7

Singapore 768923

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (65) 6755-7888



Check the appropriate box below if the Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 7.01 Regulation FD Disclosure.

As previously announced, on December 15, 2013, Avago Technologies Limited (the “Company” or “Avago”) entered into an Agreement and Plan of Merger by and among LSI Corporation (“LSI”), the Company, Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company (“Avago USA”), and Leopold Merger Sub, Inc., a direct wholly owned subsidiary of Avago USA (“Merger Sub”), providing for the merger of Merger Sub with and into LSI (the “Merger”), with LSI surviving the Merger as an indirect wholly owned subsidiary of the Company. The Company is presently planning to close the Merger on Tuesday, May 6, 2014. Promptly upon successful completion of the closing, the Company intends to distribute a press release.

The information in this Current Report on Form 8-K, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

Forward Looking Statements

This communication contains forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. These forward-looking statements relate to the current expectations of Avago regarding the timing of the closing of the Merger, and are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking statements. Although Avago believes that the expectations reflected in the forward-looking statements are reasonable, any or all of such forward-looking statements may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Avago, LSI or their respective business or operations. The foregoing should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in Avago’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on March 13, 2014 and its other filings with the SEC (which you may obtain for free at the SEC’s website at Avago can give no assurance that the conditions to the Merger will be satisfied or that the closing will occur on the expected timing or at all. Except as required by applicable law, Avago undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

* * * * * * * * * *


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.

Date: May 5 , 2014


Avago Technologies Limited



/s/ Anthony E. Maslowski


  Anthony E. Maslowski


  Chief Financial Officer