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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): December 20, 1999
QUALCOMM INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-19528 95-3685934
(Commission File No.) (IRS Employer Identification No.)
5775 MOREHOUSE DRIVE
SAN DIEGO, CALIFORNIA 92121-1714
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (858) 587-1121
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ITEM 5. OTHER EVENTS.
On December 20, 1999, QUALCOMM Incorporated ("QUALCOMM") announced
stockholder approval of an amendment to QUALCOMM's Restated Certificate of
Incorporation (the "Amendment") to effect a four-for-one stock split of the
outstanding shares of Common Stock (the "Stock Split") and to increase the
authorized shares of Common Stock from 300,000,000 shares to 3,000,000,000
shares.
As a result of the Stock Split, the number of shares of Common Stock
reserved for issuance or subject to outstanding options granted under QUALCOMM's
employee stock plans will increase by 300%. In addition, the number of shares
registered by the following Registration Statements, which cover QUALCOMM's
employee stock plans and certain resales of Common Stock, also increased by
300%: 33-46343, 333-26069, 33-45083, 33-78158, 33-78150, 333-32013
and 333-69457.
The Amendment is filed as Exhibit 99.1 to this Report. The news release
announcing the approval of the Amendment and the Stock Split is filed as Exhibit
99.2 to this Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 Certificate of Amendment of Restated Certificate of
Incorporation of QUALCOMM Incorporated.
99.2 Press release dated December 20, 1999.
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SIGNATURE
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, thereunto duly authorized.
QUALCOMM INCORPORATED
Dated: December 21, 1999 By: /s/ Anthony S. Thornley
-----------------------------------------
Anthony S. Thornley
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
99.1 Certificate of Amendment of Restated Certificate of Incorporation of
QUALCOMM Incorporated.
99.2 Press release dated December 20, 1999.
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EXHIBIT 99.1
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
QUALCOMM INCORPORATED
QUALCOMM Incorporated, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify:
FIRST: The name of the Corporation is QUALCOMM Incorporated (the
"Corporation").
SECOND: The date on which the Corporation's original Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware is
August 15, 1991.
THIRD: The Board of Directors of the Corporation, acting in accordance
with the provisions of Sections 141 and 242 of the General Corporation Law of
the State of Delaware, adopted resolutions at a meeting held on November 2, 1999
to amend Article IV of the Restated Certificate of Incorporation of the
Corporation to read in its entirety as follows:
"This corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares which the corporation is authorized to issue is three
billion eight million (3,008,000,000) shares. Three billion
(3,000,000,000) shares shall be Common Stock, each having a par value of
one one-hundredth of one cent ($0.0001). Eight million (8,000,000) shares
shall be Preferred Stock, each having a par value of one one-hundredth of
one cent ($0.0001). Effective at the time of filing with the Secretary of
State of the State of Delaware of this Certificate of Amendment (the
"Effective Time"), each share of the corporation's Common Stock, par value
$0.0001 per share, issued and outstanding shall, automatically and without
any action on the part of the respective holders thereof, be split into
four (4) shares of Common Stock, par value $0.0001 per share, of the
corporation."
FOURTH: The foregoing amendment was submitted to the stockholders of the
Corporation for their approval and was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, QUALCOMM Incorporated has caused this Certificate of
Amendment to be signed by its duly authorized officers this 20th day of
December, 1999.
By: /s/ Irwin Mark Jacobs
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Irwin Mark Jacobs
Chairman of the Board of Directors
ATTEST:
By: /s/ Steven R. Altman
----------------------
Steven R. Altman
Assistant Secretary
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EXHIBIT 99.2
QUALCOMM ANNOUNCES STOCKHOLDER APPROVAL OF FOUR-FOR-ONE STOCK SPLIT
SAN DIEGO, Dec. 20 /PRNewswire/ -- QUALCOMM Incorporated (Nasdaq: QCOM) today
announced that its stockholders have approved a four-for-one stock split of the
outstanding shares of common stock and an increase in the Company's authorized
common stock to 3,000,000,000 shares. This approval was obtained at the
Company's Special Meeting of Stockholders held this morning.
As a result, QUALCOMM will effect its previously announced four-for-one stock
split, originally approved by its Board of Directors on November 2, 1999. The
stock split is a tax-free distribution to QUALCOMM stockholders. Stock
certificates representing three additional shares for each share held will be
mailed on or about December 30, 1999 (Distribution Date) to all stockholders of
record at the close of business on December 20, 1999 (Record Date), provided
that such stockholders of record continue to hold their shares on the
Distribution Date. Stockholders who dispose of their shares of common stock
between the Record Date and the Distribution Date will not be entitled to keep
the additional shares and such additional shares will be transferred to the
holder of the original shares as of the Distribution Date. The Ex-Dividend Date
for the stock split will be the next business day following the Distribution
Date, on or about December 31, 1999.
QUALCOMM Incorporated (www.qualcomm.com) is a leader in developing and
delivering innovative digital wireless communications products and services
based on the Company's CDMA digital technology. The Company's business areas
include CDMA phones; integrated CDMA chipsets and system software; technology
licensing; Eudora email software for Windows and Macintosh computing platforms;
and satellite-based systems including OmniTRACS(R) and portions of the
Globalstar(TM) system. Headquartered in San Diego, Calif., QUALCOMM is included
in the S&P 500 Index and is a 1999 FORTUNE 500(R) company traded on the Nasdaq
under the ticker symbol QCOM.
Except for the historical information contained herein, this news release
contains forward-looking statements that are subject to risks and uncertainties,
including timely product development, the Company's ability to successfully
manufacture significant quantities of CDMA or other equipment on a timely and
profitable basis, and those related to performance guarantees, change in
economic conditions of the various markets the Company serves, as well as the
other risks detailed from time to time in the Company's SEC reports, including
the report on Form 10-K for the year ended September 26, 1999, and most recent
Form 10-Q.
QUALCOMM and OmniTRACS are registered trademarks of QUALCOMM Incorporated.
Globalstar is a trademark of Loral QUALCOMM Satellite Services, Incorporated.
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QUALCOMM Contacts:
Anita Hix, CDMA Technologies Marketing
1-(858) 658-5879 (ph) 1-(858) 651-7385 (fax)
e-mail: [email protected]
or
Christine Trimble, Corporate Public Relations
1-(858) 651-3628 (ph) 1-(858) 651-2590 (fax)
e-mail: [email protected]
or
Julie Cunningham, Investor Relations
1-(858) 658-4224 (ph) 1-(858) 651-9303 (fax)
e-mail: [email protected]
