<PAGE>   1

    As filed with the Securities and Exchange Commission on August 16, 2001

                                                    Registration No. 333-_______
================================================================================

                       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                                 (IRS Employer
of incorporation or organization)                            Identification No.)

                  16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92618
               (Address of principal executive offices) (Zip Code)

                                ---------------

    KIMALINK 2000 EQUITY INCENTIVE PLAN (AS ASSUMED BY BROADCOM CORPORATION)
   PORTATEC CORPORATION AMENDED AND RESTATED STOCK OPTION/STOCK ISSUANCE PLAN
                      (AS ASSUMED BY BROADCOM CORPORATION)
--------------------------------------------------------------------------------
                           (Full title of the Plans)


                               DAVID A. DULL, ESQ.
        VICE PRESIDENT OF BUSINESS AFFAIRS, GENERAL COUNSEL AND SECRETARY
                              BROADCOM CORPORATION
                  16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92618
                     (Name and address of agent for service)
                                 (949) 450-8700
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
                                                    AMOUNT          PROPOSED MAXIMUM      PROPOSED MAXIMUM
            TITLE OF SECURITIES                      TO BE           OFFERING PRICE           AGGREGATE            AMOUNT OF
              TO BE REGISTERED                   REGISTERED(1)          PER SHARE          OFFERING PRICE       REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                   <C>                   <C>                   <C>
KimaLink
2000 Equity Incentive Plan                        85,800 shares           $5.34 (2)            $458,172.00 (2)         $114.54
  Class A Common Stock, $.0001 par value
--------------------------------------------------------------------------------------------------------------------------------
PortaTec Corporation
Amended and Restated Stock Option/Stock
Issuance Plan                                    119,625 shares           $6.00 (2)            $717,750.00 (2)         $179.44
  Class A Common Stock, $.0001 par value
--------------------------------------------------------------------------------------------------------------------------------
Total                                            205,425 shares                              $1,175,922.00             $293.98
================================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Broadcom's Class A Common Stock which become issuable under the KimaLink
     2000 Equity Incentive Plan and PortaTec Corporation Amended and Restated
     Stock Option/Stock Issuance Plan (each, as assumed by Broadcom Corporation)
     by reason of any stock dividend, stock split, recapitalization or other
     similar transaction effected without Broadcom's receipt of consideration
     which results in an increase in the number of outstanding shares of
     Broadcom's Class A Common Stock.

(2)  Calculated solely for the purpose of this offering under Rule 457(h) of the
     Securities Act on the basis of the weighted average exercise price of the
     outstanding options.

================================================================================
<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Broadcom Corporation hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission:

     (a)  Broadcom's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000, filed with the SEC on April 2, 2001;

     (b)  Broadcom's Quarterly Report on Form 10-Q/A for the fiscal quarter
          ended September 30, 2000, filed with the SEC on March 30, 2001; and
          its Quarterly Reports on Form 10-Q for the fiscal quarter ended March
          31, 2001, filed with the SEC on May 15, 2001; and the fiscal quarter
          ended June 30, 2001, filed with the SEC on August 14, 2001;


     (c)  Broadcom's Current Reports on Form 8-K filed with the SEC on January
          9, 2001; January 18, 2001; January 24, 2001; January 31, 2001; March
          9, 2001; March 21, 2001; April 19, 2001; June 7, 2001; and July 19,
          2001; and its Current Reports on Form 8-K/A filed with the SEC on
          February 28, 2001; March 19, 2001; March 30, 2001; and April 2, 2001;
          and

     (d)  Broadcom's Registration Statement No. 000-23993 on Form 8-A filed with
          the SEC on April 6, 1998, including any amendments or reports filed
          for the purpose of updating the description contained therein, in
          which there is described the terms, rights and provisions applicable
          to Broadcom's Class A Common Stock.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (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 de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Not applicable.


                                      II-1

<PAGE>   3

Item 6. Indemnification of Directors and Officers

     Broadcom's Articles of Incorporation limit the personal liability of its
directors for monetary damages to the fullest extent permitted by the California
General Corporation Law (the "California Law"). Under the California Law, a
director's liability to a company or its shareholders may not be limited with
respect to the following items: (i) acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) acts or omissions
that a director believes to be contrary to the best interests of the company or
its shareholders or that involve the absence of good faith on the part of the
director, (iii) any transaction from which a director derived an improper
personal benefit, (iv) acts or omissions that show a reckless disregard for the
director's duty to the company or its shareholders in circumstances in which the
director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of a serious injury to the company or
its shareholders, (v) acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the company
or its shareholders, (vi) contracts or transactions between the company and a
director within the scope of Section 310 of the California Law or (vii) improper
dividends, loans and guarantees under Section 316 of the California Law. The
limitation of liability does not affect the availability of injunctions and
other equitable remedies available to Broadcom's shareholders for any violation
by a director of the director's fiduciary duty to Broadcom or its shareholders.

     Broadcom's Articles of Incorporation also include an authorization for
Broadcom to indemnify its "agents" (as defined in Section 317 of the California
Law) through bylaw provisions, by agreement or otherwise, to the fullest extent
permitted by law. Pursuant to this provision, Broadcom's Bylaws provide for
indemnification of Broadcom's directors. In addition, Broadcom may, at its
discretion, provide indemnification to persons whom Broadcom is not obligated to
indemnify, including its officers, employees and other agents. The Bylaws also
allow Broadcom to enter into indemnity agreements with individual directors,
officers, employees and other agents. These indemnity agreements have been
entered into with all directors and executive officers and provide the maximum
indemnification permitted by law. These agreements, together with Broadcom's
Bylaws and Articles of Incorporation, may require Broadcom, among other things,
to indemnify these directors or executive officers (other than for liability
resulting from willful misconduct of a culpable nature), to advance expenses to
them as they are incurred, provided that they undertake to repay the amount
advanced if it is ultimately determined by a court that they are not entitled to
indemnification, and to obtain directors' and officers' insurance if available
on reasonable terms. Section 317 of the California Law and Broadcom's Bylaws
make provision for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons, under
certain circumstances, for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act.

Item 7. Exemption from Registration Claimed

     Not Applicable.


                                      II-2

<PAGE>   4

Item 8. Exhibits

Exhibit
Number    Exhibit
-------   -------

   4.1    Instruments Defining the Rights of Stockholders. Reference is made to
          Broadcom's Registration Statement No. 000-23993 on Form 8-A, together
          with the amendments and exhibits thereto, which is incorporated herein
          by reference pursuant to Item 3(d).

   5.1    Opinion and consent of Brobeck, Phleger & Harrison LLP.

  23.1    Consent of Independent Auditors.

  23.2    Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
          5.1.

  24.1    Power of Attorney. Reference is made to page II-5 of this Registration
          Statement.

  99.1    KimaLink 2000 Equity Incentive Plan.

  99.2    Form of Stock Option Agreement for KimaLink 2000 Equity Incentive
          Plan.

  99.3    PortaTec Corporation Amended and Restated Stock Option/Stock Issuance
          Plan.

  99.4    Form of Notice of Grant of Stock Option for PortaTec Corporation
          Amended and Restated Stock Option/Stock Issuance Plan.

  99.5    Form of Stock Option Agreement for PortaTec Corporation Amended and
          Restated Stock Option/Stock Issuance Plan.

  99.6    Form of Stock Option Assumption Agreement - KimaLink 2000 Equity
          Incentive Plan.

  99.7    Form of Stock Option Assumption Agreement - PortaTec Corporation
          Amended and Restated Stock Option/Stock Issuance Plan.


Item 9. Undertakings

     A. The undersigned registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act, (ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement; (2) that, for the
purpose of determining any liability under the Securities Act, each such
post-effective amendment shall


                                      II-3

<PAGE>   5

be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and (3) to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the KimaLink 2000 Equity Incentive Plan and
PortaTec Corporation Amended and Restated Stock Option/Stock Issuance Plan.

     B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the indemnification provisions summarized in Item 6
above, or otherwise, the registrant has been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                      II-4

<PAGE>   6

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Irvine, California, on this 16th day of August, 2001.


                                            BROADCOM CORPORATION


                                            By: /s/ HENRY T. NICHOLAS III
                                                --------------------------------
                                                    Henry T. Nicholas III, Ph.D.
                                                    President, Chief Executive
                                                    Officer and Co-Chairman

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and
directors of Broadcom Corporation, a California corporation, do hereby
constitute and appoint Henry T. Nicholas III and Henry Samueli and each of them,
their lawful attorneys-in-fact and agents with full power and authority to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act and any rules, regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated. Pursuant to the requirements of the
Securities Act, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                          TITLE                                  DATE
---------                          -----                                  ----
<S>                                <C>                               <C>
/s/ HENRY T. NICHOLAS  III         President, Chief Executive        August 16, 2001
--------------------------------   Officer and Co-Chairman
    Henry T. Nicholas III, Ph.D.   (Principal Executive Officer)


/s/ HENRY SAMUELI                  Vice President of Research &      August 16, 2001
--------------------------------   Development, Chief Technical
    Henry Samueli, Ph.D.           Officer and Co-Chairman


/s/ WILLIAM J. RUEHLE              Vice President and Chief          August 16, 2001
--------------------------------   Financial Officer (Principal
    William J. Ruehle              Financial Officer)



/s/ SCOTT J. POTERACKI             Corporate Controller and Senior   August 16, 2001
--------------------------------   Director of Finance (Principal
    Scott J. Poteracki             Accounting Officer)


/s/ ALAN E. ROSS                   Director                          August 16, 2001
--------------------------------
    Alan E. Ross


/s/ WERNER F. WOLFEN               Director                          August 16, 2001
--------------------------------
    Werner F. Wolfen
</TABLE>


                                      II-5

<PAGE>   7

                                  EXHIBIT INDEX

Exhibit
Number    Exhibit
-------   -------

   4.1    Instruments Defining the Rights of Stockholders. Reference is made to
          Broadcom's Registration Statement No. 000-23993 on Form 8-A, together
          with the amendments and exhibits thereto, which is incorporated herein
          by reference pursuant to Item 3(d).

   5.1    Opinion and consent of Brobeck, Phleger & Harrison LLP.

  23.1    Consent of Independent Auditors.

  23.2    Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
          5.1.

  24.1    Power of Attorney. Reference is made to page II-5 of this Registration
          Statement.

  99.1    KimaLink 2000 Equity Incentive Plan.

  99.2    Form of Stock Option Agreement for KimaLink 2000 Equity Incentive
          Plan.

  99.3    PortaTec Corporation Amended and Restated Stock Option/Stock Issuance
          Plan.

  99.4    Form of Notice of Grant of Stock Option for PortaTec Corporation
          Amended and Restated Stock Option/Stock Issuance Plan.

  99.5    Form of Stock Option Agreement for PortaTec Corporation Amended and
          Restated Stock Option/Stock Issuance Plan.

  99.6    Form of Stock Option Assumption Agreement - KimaLink 2000 Equity
          Incentive Plan.

  99.7    Form of Stock Option Assumption Agreement - PortaTec Corporation
          Amended and Restated Stock Option/Stock Issuance Plan.
[{"type": "S-8", "sequence": "1", "filename": "a74498ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21390}]
{"company-data": {"conformed-name": "BROADCOM CORP", "cik": "0001054374", "assigned-sic": "3674", "irs-number": "330480482", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67702", "film-number": "1716893"}, "business-address": {"street1": "16215 ALTON PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "9494508700"}, "mail-address": {"street1": "16215 ALTON PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92618"}}
1

    As filed with the Securities and Exchange Commission on August 16, 2001

                                                    Registration No. 333-_______
================================================================================

                       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                                 (IRS Employer
of incorporation or organization)                            Identification No.)

                  16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92618
               (Address of principal executive offices) (Zip Code)

                                ---------------

    KIMALINK 2000 EQUITY INCENTIVE PLAN (AS ASSUMED BY BROADCOM CORPORATION)
   PORTATEC CORPORATION AMENDED AND RESTATED STOCK OPTION/STOCK ISSUANCE PLAN
                      (AS ASSUMED BY BROADCOM CORPORATION)
--------------------------------------------------------------------------------
                           (Full title of the Plans)

                               DAVID A. DULL, ESQ.
        VICE PRESIDENT OF BUSINESS AFFAIRS, GENERAL COUNSEL AND SECRETARY
                              BROADCOM CORPORATION
                  16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92618
                     (Name and address of agent for service)
                                 (949) 450-8700
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                    AMOUNT          PROPOSED MAXIMUM      PROPOSED MAXIMUM
            TITLE OF SECURITIES                      TO BE           OFFERING PRICE           AGGREGATE            AMOUNT OF
              TO BE REGISTERED                   REGISTERED(1)          PER SHARE          OFFERING PRICE       REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
KimaLink
2000 Equity Incentive Plan                        85,800 shares           $5.34 (2)            $458,172.00 (2)         $114.54
  Class A Common Stock, $.0001 par value
--------------------------------------------------------------------------------------------------------------------------------
PortaTec Corporation
Amended and Restated Stock Option/Stock
Issuance Plan                                    119,625 shares           $6.00 (2)            $717,750.00 (2)         $179.44
  Class A Common Stock, $.0001 par value
--------------------------------------------------------------------------------------------------------------------------------
Total                                            205,425 shares                              $1,175,922.00             $293.98
================================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Broadcom's Class A Common Stock which become issuable under the KimaLink
     2000 Equity Incentive Plan and PortaTec Corporation Amended and Restated
     Stock Option/Stock Issuance Plan (each, as assumed by Broadcom Corporation)
     by reason of any stock dividend, stock split, recapitalization or other
     similar transaction effected without Broadcom's receipt of consideration
     which results in an increase in the number of outstanding shares of
     Broadcom's Class A Common Stock.

(2)  Calculated solely for the purpose of this offering under Rule 457(h) of the
     Securities Act on the basis of the weighted average exercise price of the
     outstanding options.

================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Broadcom Corporation hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission:

     (a)  Broadcom's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000, filed with the SEC on April 2, 2001;

     (b)  Broadcom's Quarterly Report on Form 10-Q/A for the fiscal quarter
          ended September 30, 2000, filed with the SEC on March 30, 2001; and
          its Quarterly Reports on Form 10-Q for the fiscal quarter ended March
          31, 2001, filed with the SEC on May 15, 2001; and the fiscal quarter
          ended June 30, 2001, filed with the SEC on August 14, 2001;

     (c)  Broadcom's Current Reports on Form 8-K filed with the SEC on January
          9, 2001; January 18, 2001; January 24, 2001; January 31, 2001; March
          9, 2001; March 21, 2001; April 19, 2001; June 7, 2001; and July 19,
          2001; and its Current Reports on Form 8-K/A filed with the SEC on
          February 28, 2001; March 19, 2001; March 30, 2001; and April 2, 2001;
          and

     (d)  Broadcom's Registration Statement No. 000-23993 on Form 8-A filed with
          the SEC on April 6, 1998, including any amendments or reports filed
          for the purpose of updating the description contained therein, in
          which there is described the terms, rights and provisions applicable
          to Broadcom's Class A Common Stock.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (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 de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

                                      II-1
3

Item 6. Indemnification of Directors and Officers

     Broadcom's Articles of Incorporation limit the personal liability of its
directors for monetary damages to the fullest extent permitted by the California
General Corporation Law (the "California Law"). Under the California Law, a
director's liability to a company or its shareholders may not be limited with
respect to the following items: (i) acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) acts or omissions
that a director believes to be contrary to the best interests of the company or
its shareholders or that involve the absence of good faith on the part of the
director, (iii) any transaction from which a director derived an improper
personal benefit, (iv) acts or omissions that show a reckless disregard for the
director's duty to the company or its shareholders in circumstances in which the
director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of a serious injury to the company or
its shareholders, (v) acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the company
or its shareholders, (vi) contracts or transactions between the company and a
director within the scope of Section 310 of the California Law or (vii) improper
dividends, loans and guarantees under Section 316 of the California Law. The
limitation of liability does not affect the availability of injunctions and
other equitable remedies available to Broadcom's shareholders for any violation
by a director of the director's fiduciary duty to Broadcom or its shareholders.

     Broadcom's Articles of Incorporation also include an authorization for
Broadcom to indemnify its "agents" (as defined in Section 317 of the California
Law) through bylaw provisions, by agreement or otherwise, to the fullest extent
permitted by law. Pursuant to this provision, Broadcom's Bylaws provide for
indemnification of Broadcom's directors. In addition, Broadcom may, at its
discretion, provide indemnification to persons whom Broadcom is not obligated to
indemnify, including its officers, employees and other agents. The Bylaws also
allow Broadcom to enter into indemnity agreements with individual directors,
officers, employees and other agents. These indemnity agreements have been
entered into with all directors and executive officers and provide the maximum
indemnification permitted by law. These agreements, together with Broadcom's
Bylaws and Articles of Incorporation, may require Broadcom, among other things,
to indemnify these directors or executive officers (other than for liability
resulting from willful misconduct of a culpable nature), to advance expenses to
them as they are incurred, provided that they undertake to repay the amount
advanced if it is ultimately determined by a court that they are not entitled to
indemnification, and to obtain directors' and officers' insurance if available
on reasonable terms. Section 317 of the California Law and Broadcom's Bylaws
make provision for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons, under
certain circumstances, for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act.

Item 7. Exemption from Registration Claimed

     Not Applicable.

                                      II-2
4

Item 8. Exhibits

Exhibit
Number    Exhibit
-------   -------

   4.1    Instruments Defining the Rights of Stockholders. Reference is made to
          Broadcom's Registration Statement No. 000-23993 on Form 8-A, together
          with the amendments and exhibits thereto, which is incorporated herein
          by reference pursuant to Item 3(d).

   5.1    Opinion and consent of Brobeck, Phleger & Harrison LLP.

  23.1    Consent of Independent Auditors.

  23.2    Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
          5.1.

  24.1    Power of Attorney. Reference is made to page II-5 of this Registration
          Statement.

  99.1    KimaLink 2000 Equity Incentive Plan.

  99.2    Form of Stock Option Agreement for KimaLink 2000 Equity Incentive
          Plan.

  99.3    PortaTec Corporation Amended and Restated Stock Option/Stock Issuance
          Plan.

  99.4    Form of Notice of Grant of Stock Option for PortaTec Corporation
          Amended and Restated Stock Option/Stock Issuance Plan.

  99.5    Form of Stock Option Agreement for PortaTec Corporation Amended and
          Restated Stock Option/Stock Issuance Plan.

  99.6    Form of Stock Option Assumption Agreement - KimaLink 2000 Equity
          Incentive Plan.

  99.7    Form of Stock Option Assumption Agreement - PortaTec Corporation
          Amended and Restated Stock Option/Stock Issuance Plan.

Item 9. Undertakings

     A. The undersigned registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act, (ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement; (2) that, for the
purpose of determining any liability under the Securities Act, each such
post-effective amendment shall

                                      II-3
5

be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and (3) to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the KimaLink 2000 Equity Incentive Plan and
PortaTec Corporation Amended and Restated Stock Option/Stock Issuance Plan.

     B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the indemnification provisions summarized in Item 6
above, or otherwise, the registrant has been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      II-4
6

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Irvine, California, on this 16th day of August, 2001.

                                            BROADCOM CORPORATION

                                            By: /s/ HENRY T. NICHOLAS III
                                                --------------------------------
                                                    Henry T. Nicholas III, Ph.D.
                                                    President, Chief Executive
                                                    Officer and Co-Chairman

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and
directors of Broadcom Corporation, a California corporation, do hereby
constitute and appoint Henry T. Nicholas III and Henry Samueli and each of them,
their lawful attorneys-in-fact and agents with full power and authority to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act and any rules, regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated. Pursuant to the requirements of the
Securities Act, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE                          TITLE                                  DATE
---------                          -----                                  ----
/s/ HENRY T. NICHOLAS  III         President, Chief Executive        August 16, 2001
--------------------------------   Officer and Co-Chairman
    Henry T. Nicholas III, Ph.D.   (Principal Executive Officer)

/s/ HENRY SAMUELI                  Vice President of Research &      August 16, 2001
--------------------------------   Development, Chief Technical
    Henry Samueli, Ph.D.           Officer and Co-Chairman

/s/ WILLIAM J. RUEHLE              Vice President and Chief          August 16, 2001
--------------------------------   Financial Officer (Principal
    William J. Ruehle              Financial Officer)

/s/ SCOTT J. POTERACKI             Corporate Controller and Senior   August 16, 2001
--------------------------------   Director of Finance (Principal
    Scott J. Poteracki             Accounting Officer)

/s/ ALAN E. ROSS                   Director                          August 16, 2001
--------------------------------
    Alan E. Ross

/s/ WERNER F. WOLFEN               Director                          August 16, 2001
--------------------------------
    Werner F. Wolfen
II-5
7

                                  EXHIBIT INDEX

Exhibit
Number    Exhibit
-------   -------

   4.1    Instruments Defining the Rights of Stockholders. Reference is made to
          Broadcom's Registration Statement No. 000-23993 on Form 8-A, together
          with the amendments and exhibits thereto, which is incorporated herein
          by reference pursuant to Item 3(d).

   5.1    Opinion and consent of Brobeck, Phleger & Harrison LLP.

  23.1    Consent of Independent Auditors.

  23.2    Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
          5.1.

  24.1    Power of Attorney. Reference is made to page II-5 of this Registration
          Statement.

  99.1    KimaLink 2000 Equity Incentive Plan.

  99.2    Form of Stock Option Agreement for KimaLink 2000 Equity Incentive
          Plan.

  99.3    PortaTec Corporation Amended and Restated Stock Option/Stock Issuance
          Plan.

  99.4    Form of Notice of Grant of Stock Option for PortaTec Corporation
          Amended and Restated Stock Option/Stock Issuance Plan.

  99.5    Form of Stock Option Agreement for PortaTec Corporation Amended and
          Restated Stock Option/Stock Issuance Plan.

  99.6    Form of Stock Option Assumption Agreement - KimaLink 2000 Equity
          Incentive Plan.

  99.7    Form of Stock Option Assumption Agreement - PortaTec Corporation
          Amended and Restated Stock Option/Stock Issuance Plan.