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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 25, 1997
QUALCOMM INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
<TABLE>
<S> <C>
0-19528 95-3685934
(Commission File No.) (IRS Employer Identification No.)
</TABLE>
6455 LUSK BOULEVARD
SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (619) 587-1121
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ITEM 5. OTHER EVENTS.
On February 10, 1997, the Board of Directors of QUALCOMM Incorporated (the
"Company") authorized an offering (the "Offering") of Trust Convertible
Preferred Securities ( the "Securities") of QUALCOMM Financial Trust I, a
statutory business trust formed under the laws of the state of Delaware (the
"Trust"), an affiliated entity of the Company. On February 19, 1997, the terms
of the Offering were finalized, and the offering was closed on February 25,
1997. The description of the Offering is set forth in the Press Releases issued
by the Company, dated as of February 10, 1997 and February 19, 1997, copies of
which are attached hereto as Exhibits 99.1 and 99.2, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
99.1 Press Release dated February 10, 1997; and
99.2 Press Release dated February 19, 1997.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
A portion of the Securities issued in the Offering were not registered
under the Securities Act of 1933, as amended, (the "Securities Act"), in
reliance upon Regulation S thereunder. The Trust has agreed to sell the
Securities to the following initial purchasers (the "Initial Purchasers"):
Lehman Brothers Inc; Bear, Stearns & Co. Inc.; Alex. Brown & Sons Incorporated;
Goldman, Sachs & Co.; and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
The Initial Purchasers will receive a commission of $15,125,000 in connection
with the sale of the Securities ($18,150,000 if the overallotment option is
exercised).
All other information required by Item 701 of Regulation S-B as to all
equity securities of the registrant sold by the registrant not registered under
the Securities Act in reliance upon Regulation S, is described in the Press
Releases issued by the Company, dated as of February 10, 1997 and February 19,
1997, copies of which are attached hereto as Exhibits 99.1 and 99.2,
respectively.
2.
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SIGNATURES
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.
QUALCOMM INCORPORATED
Dated: February 25, 1997 By: /s/ ANTHONY S. THORNLEY
-----------------------
Anthony S. Thornley
Senior Vice President and
Chief Financial Officer
3.
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INDEX TO EXHIBITS
PAGE NO.
99.1 Press Release dated February 10, 1997; and
99.2 Press Release dated February 19, 1997.
4.
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QUALCOMM CONTACT
Richard F. Grannis
Investor Relations
(619) 658-4817
QUALCOMM TO ISSUE TRUST CONVERTIBLE PREFERRED SECURITIES
SAN DIEGO -- February 10, 1997 -- QUALCOMM Incorporated (NASDAQ: QCOM) today
announced that it plans to raise approximately $450,000,000 in gross proceeds
(less applicable fees and expenses), through the issuance and sale in a private
placement of Trust Convertible Preferred Securities.
The proceeds from the private placement will be used by QUALCOMM for working
and fixed capital requirements related to the expansion of its operations,
financing of customers of its CDMA infrastructure equipment and investments in
joint ventures or other companies and assets that will support growth of its
businesses.
The Securities will represent an undivided beneficial interest in QUALCOMM
Financial Trust I, a Delaware business trust formed by QUALCOMM. The
Securities will be convertible into shares of Common Stock of QUALCOMM at any
time at the option of the holder beginning 60 days following the closing of the
offering, subject to certain terms and conditions. QUALCOMM may issue
additional Trust Convertible Preferred Securities solely to cover
over-allotments, if any, which would result in additional gross proceeds of
approximately $90,000,000 (less applicable fees and expenses).
-more-
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QUALCOMM To Issue Trust Convertible Preferred Securities Page 2 of 2
The securities offered by the Company in the private placement will not be
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an exemption from the
registration requirements of the Securities Act of 1933, as amended.
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[QUALCOMM LOGO] NEWS RELEASE
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FOR IMMEDIATE RELEASE
QUALCOMM Contacts:
James Lee
Corporate Communications
(619) 651-2381 (ph)
(619) 658-4957 (fax)
e-mail: [email protected]
or
Richard Grannis
Investor Relations
(619) 658-4817 (ph)
e-mail: [email protected]
QUALCOMM ANNOUNCES TERMS OF TRUST CONVERTIBLE PREFERRED SECURITIES
SAN DIEGO -- February 19, 1997 -- QUALCOMM Incorporated (NASDAQ: QCOM) today
announced that terms have been finalized with respect to its proposed private
placement of 5-3/4 percent Trust Convertible Preferred Securities. The size of
the offering has been increased from $450 million to $550 million in gross
proceeds (less applicable fees and expenses). The offering is expected to close
on or about February 25, 1997.
The proceeds from the private placement will be used by QUALCOMM for working and
fixed capital requirements related to the expansion of its operations, financing
of customers of its CDMA infrastructure equipment and investments in joint
ventures or other companies and assets that will support growth of its
businesses.
-more-
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6455 Lusk Boulevard, San Diego, California 92121 (619) 587-1121
FAX: (619) 452-9096
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QUALCOMM Announces Terms of Trust Convertible Preferred Securities
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The Securities will represent an undivided beneficial interest in QUALCOMM
Financial Trust I, a Delaware business trust formed by QUALCOMM. The
Securities will be convertible into shares of Common Stock of QUALCOMM, at a
conversion price of $72.6563 per share (which represents a 25% premium over
today's last bid price of $58.125), at any time at the option of the holder
beginning 60 days following the closing of the offering, subject to certain
terms and conditions. QUALCOMM may issue additional 5-3/4 percent Trust
Convertible Preferred Securities solely to cover over-allotments, if any, which
would result in additional gross proceeds of approximately $110 million (less
applicable fees and expenses).
Headquartered in San Diego, QUALCOMM develops, manufactures, markets, licenses
and operates advanced communications systems and products based on its
proprietary digital wireless technologies. The Company's primary product areas
are the OmniTRACS(R) system (a geostationary satellite-based, mobile
communications system, providing two-way data and position reporting services),
CDMA wireless communications systems and products and, in conjunction with
others, the development of the Globalstar(TM) low-earth-orbit (LEO) satellite
communications system. Other company products include the Eudora Pro(TM)
electronic mail software, ASIC products, and communications equipment and
systems for government and commercial customers worldwide. For more
information on QUALCOMM products and technologies, please visit the Company's
web site at <http://www.qualcomm.com/>.
# # #
QUALCOMM, OmniTRACS and Eudora are registered trademarks and Eudora Pro is a
trademark of QUALCOMM Incorporated. Globalstar is a trademark of Loral Qualcomm
Satellite Services, Incorporated.
[QUALCOMM logo]
