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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
QUALCOMM INCORPORATED QUALCOMM FINANCIAL TRUST I
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(Exact name of registrant as (Exact name of registrant as
specified in charter) specified in certificate of trust)
DELAWARE DELAWARE
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(State of incorporation (State of incorporation
or organization) or organization)
95-3685934 52-6845046
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(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
6455 Lusk Boulevard
San Diego, California 92121
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE REGISTERED EACH CLASS IS TO BE REGISTERED
5 3/4% Trust Convertible Preferred None
Securities
Convertible Preferred Securities Guarantee None
with respectto the Trust Securities
5 3/4% Convertible Subordinated None
Debentures due February 24, 2012
1.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The 5 3/4% Trust Convertible Preferred Securities (the "Convertible
Preferred Securities") of QUALCOMM Financial Trust I (the "Trust"), a statutory
business trust organized under the laws of the State of Delaware, registered
hereby represent preferred undivided beneficial interests in the Trust and are
guaranteed by QUALCOMM Incorporated, a Delaware corporation (the "Company"), to
the extent set forth in the Preferred Securities Guarantee Agreement (the
"Guarantee"), which has been filed as Exhibit 4.7 to the Registration Statement
on Form S-3 of the Company and the Trust (Registration No. 333-26069-01) (as
amended, the "Registration Statement"). The descriptions of the Convertible
Preferred Securities and the Guarantee are set forth in the Prospectus (as
defined in Item 2 below), which is included in and forms part of the
Registration Statement, and such descriptions are incorporated by reference
herein.
The 5 3/4% Convertible Subordinated Debentures due February 24, 2012
(the "Convertible Subordinated Debt Securities") of the Company registered
hereby are issued under an Indenture, dated as of February 25, 1997, between the
Company and Wilmington Trust Company, as Indenture Trustee. The Indenture has
been filed as Exhibit 4.4 to the Registration Statement. The description of the
Convertible Subordinated Debt Securities registered hereby is set forth in the
Prospectus, which is included in and forms part of the Registration Statement,
and such descriptions is incorporated by reference herein.
ITEM 2. EXHIBITS.
2.1 Registration Statement on Form S-3, as amended, filed with the
Securities and Exchange Commission on April 29, 1997, File No. 333-26069-01.
2.2 Prospectus contained within the Registration Statement, along with
any subsequent Prospectus pertaining to the resale of the Convertible Preferred
Securities included within and forming a part of the Registration Statement (the
"Prospectus") (incorporated herein by this reference to the Registration
Statement).
2.3 Declaration of Trust of QUALCOMM Financial Trust I, dated as of
February 7, 1997, among QUALCOMM Incorporated, as Sponsor, Wilmington Trust
Company, as Delaware Trustee and Property Trustee, and Irwin Mark Jacobs, Harvey
P. White and Anthony Thornley, as Regular Trustees (incorporated herein by this
reference to Exhibit 4.2 to the Registration Statement).
2.4 Amended and Restated Declaration of Trust of QUALCOMM Financial
Trust I, dated as of February 25, 1997, among QUALCOMM Incorporated, as Sponsor,
Wilmington Trust Company, as Delaware Trustee and Property Trustee and Irwin
Mark Jacobs, Harvey P. White and Anthony Thornley as Regular Trustees
(incorporated herein by this reference to Exhibit 4.3 to the Registration
Statement).
2.
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2.5 Indenture for the 5 3/4% Convertible Subordinated Debt Securities,
dated as of February 25, 1997, among QUALCOMM Incorporated, as Issuer, and
Wilmington Trust Company, as Indenture Trustee (incorporated herein by this
reference to Exhibit 4.4 to the Registration Statement).
2.6 Preferred Securities Guarantee Agreement, dated as of February 25,
1995, between QUALCOMM Incorporated, as Guarantor, and Wilmington Trust Company,
as Guarantee Trustee (incorporated herein by this reference to Exhibit 4.7 to
the Registration Statement).
2.7 Form of 5 3/4% Convertible Preferred Securities (incorporated
herein by this reference to Exhibit 4.5 to the Registration Statement).
2.8 Form of 5 3/4% Convertible Subordinated Debt Securities
(incorporated herein by this reference to Exhibit 4.6 to the Registration
Statement).
3.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereunto duly authorized.
QUALCOMM INCORPORATED
Date: July 9, 1997 By: /s/ Anthony Thornley
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Anthony Thornley
Senior Vice President and Chief
Financial Officer
QUALCOMM FINANCIAL TRUST I
Date: July 9, 1997 By: /s/ Anthony Thornley
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Anthony Thornley
Regular Trustee
4.
