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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
QUALCOMM Incorporated
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
6. Amount Previously Paid:
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7. Form, Schedule or Registration Statement No.:
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8. Filing Party:
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9. Date Filed:
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<PAGE> 2
PRELIMINARY COPY
[QUALCOMM LOGO]
To Our Stockholders:
Enclosed with this letter are proxy materials for our upcoming Special
Meeting of Stockholders (the "Special Meeting") to be held on Monday, December
20, 1999. The Special Meeting is being held for the limited purpose of approving
an amendment to our Restated Certificate of Incorporation to increase the number
of authorized shares of Common Stock and to effect a four-for-one split of our
Common Stock, as more fully described in the enclosed proxy materials.
Accordingly, our management team will not be making its usual presentation
regarding QUALCOMM Incorporated's business to stockholders at the Special
Meeting. We will look forward to updating you in person on the status of our
business at our Annual Meeting to be held in February 2000.
Sincerely,
/S/ IRWIN MARK JACOBS
Irwin Mark Jacobs
Chairman of the Board and
Chief Executive Officer
<PAGE> 3
PRELIMINARY COPY
[QUALCOMM LOGO]
5775 MOREHOUSE DRIVE
SAN DIEGO, CALIFORNIA 92121
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 20, 1999
TO THE STOCKHOLDERS OF QUALCOMM INCORPORATED:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of QUALCOMM
Incorporated, a Delaware corporation (the "Company"), will be held at
, on Monday, December 20, 1999 at a.m. local time for the
following purposes:
1. To approve an amendment to the Company's Restated Certificate of
Incorporation to increase the authorized number of shares of Common Stock
from 300,000,000 to 3,000,000,000 shares.
2. To approve an amendment to the Company's Restated Certificate of
Incorporation to effect a split of the Company's Common Stock whereby
each outstanding share of Common Stock shall become four shares of Common
Stock.
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on November 17,
1999, as the record date for the determination of stockholders entitled to
notice of and to vote at this Special Meeting and at any adjournment or
postponement thereof.
By Order of the Board of Directors
/S/ IRWIN MARK JACOBS
Irwin Mark Jacobs
Chairman of the Board and
Chief Executive Officer
San Diego, California
November 22, 1999
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
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QUALCOMM INCORPORATED
5775 MOREHOUSE DRIVE
SAN DIEGO, CALIFORNIA 92121
------------------------
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
DECEMBER 20, 1999
------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
QUALCOMM Incorporated, a Delaware corporation (the "Company"), for use at a
Special Meeting of Stockholders to be held on Monday, December 20, 1999, at
a.m. local time (the "Special Meeting"), or at any adjournment or
postponement thereof, for the purposes set forth herein and in the accompanying
Notice of Special Meeting. The Special Meeting will be held at ,
. The Company intends to mail this proxy statement and
accompanying proxy card on or about November 22, 1999 to all stockholders
entitled to vote at the Special Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
card and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company or, at the Company's request, D.F. King & Co., Inc., a professional
proxy solicitation firm. No additional compensation will be paid to directors,
officers or other regular employees for such services, but D.F. King & Co., Inc.
will be paid its customary fee, estimated to be about $10,000, if it renders
solicitation services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on November
17, 1999 will be entitled to notice of and to vote at the Special Meeting. At
the close of business on November 17, 1999, the Company had outstanding and
entitled to vote shares of Common Stock. Each holder of record of
Common Stock on such date will be entitled to one vote for each share held on
all matters to be voted upon at the Special Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions and broker non-votes will be
counted towards the tabulation of votes cast on proposals presented to the
stockholders and will have the same effect as negative votes.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 5775
Morehouse Drive, San Diego, California 92121, a written notice of revocation or
a duly executed proxy bearing a later date, or it may be revoked by attending
the meeting and voting in person. Attendance at the meeting will not, by itself,
revoke a proxy.
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PROPOSAL 1
APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has adopted, subject to stockholder approval, an
amendment to the Company's Restated Certificate of Incorporation to increase the
Company's authorized number of shares of Common Stock from 300,000,000 shares to
3,000,000,000 shares.
Principal Effects of the Amendment. The additional Common Stock to be
authorized by adoption of the amendment would have rights identical to the
currently outstanding Common Stock of the Company. Adoption of the proposed
amendment and issuance of the Common Stock would not affect the rights of the
holders of currently outstanding Common Stock of the Company, except for effects
incidental to increasing the number of shares of the Company's Common Stock
outstanding, such as dilution of the earnings per share and voting rights of
current holders of Common Stock. If the amendment is adopted, it will become
effective upon filing of a Certificate of Amendment of the Company's Restated
Certificate of Incorporation with the Secretary of State of the State of
Delaware.
As of November 1, 1999, of the 300,000,000 shares of Common Stock presently
authorized: 164,570,278 shares were issued and outstanding; under the Company's
1991 Stock Option Plan, 15,488,614 shares remain available for future option
grants and 29,916,390 shares remain available for issuance upon exercise of
presently outstanding options; 3,412,963 shares remain available for issuance
under the Company's 1991 Employee Stock Purchase Plan; 23,667 shares remain
available for issuance under the Company's 1996 Non-Qualified Employee Stock
Purchase Plan; under the Company's 1998 Non-Employee Directors' Stock Option
Plan, 540,000 shares remain available for future option grants and 1,411,500
shares remain available for issuance upon exercise of presently outstanding
options; 43,526 shares remain available for issuance under the Company's
Executive Retirement Matching Contribution Plan; 16,234,864 shares were reserved
for issuance upon conversion of the QUALCOMM Financial Trust I 5 3/4% Trust
Convertible Preferred Securities; and 68,358,198 shares were unissued and
unreserved.
Reasons for the Amendment. The Board of Directors has determined that it
would be in the best interests of the Company's stockholders to effect a
four-for-one stock split, as described in Proposal 2 below. However, without an
increase in the authorized number of shares of Common Stock, the Company would
not have a sufficient number of shares authorized under its Restated Certificate
of Incorporation to effect the stock split. The Board of Directors has adopted
the Amendment primarily to provide for a sufficient authorized number of shares
of Common Stock to effect the stock split and have shares available to provide
additional flexibility to use its capital stock for business and financial
purposes in the future. In addition to the proposed stock split, the additional
shares may be used, without further stockholder approval, for various purposes
including, without limitation, future splits of the Common Stock, raising
capital, providing equity incentives to employees, officers or directors,
establishing strategic relationships with other companies and expanding the
company's business or product lines through the acquisition of other businesses
or products.
From time to time the Company considers strategic transactions and
alternatives with the goal of maximizing stockholder value. For example, in
September 1998 the Company completed the spin off of Leap Wireless
International, and in May 1999 the Company completed the sale of our
infrastructure products division to Ericsson. The Company will continue to
evaluate additional potential strategic transactions and alternatives which it
believes may enhance stockholder value. These additional potential transactions
may include a variety of different structures, including spin offs, strategic
partnerships, joint ventures, restructurings, divestitures and business
combinations.
The additional shares of Common Stock that would become available for
issuance if the proposal were adopted could also be used by the Company to
oppose a hostile takeover attempt or delay or prevent changes in control or
management of the Company. For example, without further stockholder approval,
the Board could strategically sell shares of Common Stock in a private
transaction to purchasers who would oppose a takeover or favor the current
Board. Although this proposal to increase the authorized Common Stock has been
prompted by business and financial considerations and not by the threat of any
hostile takeover attempt (nor is the Board currently aware of any such attempts
directed at the Company), nevertheless, stockholders
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should be aware that approval of proposal could facilitate future efforts by the
Company to deter or prevent changes in control of the Company, including
transactions in which the stockholders might otherwise receive a premium for
their shares over then current market prices.
Other than in connection with the proposed stock split and under the
Company's equity plans, the Board of Directors has no agreements or commitments
to issue additional shares of Common Stock for any purpose. However, the Company
does not contemplate seeking stockholder approval for any future issuances of
capital stock unless required to do so by an obligation imposed by applicable
law, a regulatory authority or a third party. Under the Company's Restated
Certificate of Incorporation, no stockholder is entitled to preemptive rights
with respect to any future issuances of capital stock. The Board of Directors
believes the proposed increase in the authorized Common Stock will make a
sufficient number of shares available, taking into account the stock split,
should the Company decide to use its shares for one or more of such previously
mentioned purposes or otherwise. The Company reserves the right to seek a
further increase in authorized shares from time to time in the future as
considered appropriate by the Board of Directors.
The affirmative vote of the holders of a majority of the shares of the
Common Stock outstanding on the Record Date will be required to approve this
amendment to the Company's Restated Certificate of Incorporation. As a result,
abstentions and broker non-votes will have the same effect as negative votes.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 1.
PROPOSAL 2
APPROVAL OF FOUR-FOR-ONE STOCK SPLIT
The Board of Directors has adopted, subject to stockholder approval, an
amendment to the Company's Restated Certificate of Incorporation to effect a
four-for-one stock split pursuant to which each share of the Company's Common
Stock outstanding as of the end of business on the date of the Special Meeting
will be split into four shares of Common Stock (the "Stock Split").
Reasons for the Stock Split. The objectives of the Stock Split are to shift
the trading range of the Common Stock to a level that will facilitate increased
trading activity and encourage round lot trading, all of which may be expected
to increase the liquidity and broaden the marketability of the Common Stock. For
these reasons, and due to the Company's growth and strong performance in fiscal
1999, the Board has determined that the Stock Split would be in the best
interests of the Company and its stockholders. The Board of Directors has
reserved the right, in the event it determines at any time prior to the Special
Meeting that the proposed Stock Split is not in the best interests of the
Company's stockholders, to abandon the proposed Stock Split, without any further
action or approval by the stockholders.
Principal Effects. The Stock Split will not affect the stockholders'
proportionate equity interests in the Company or the rights of stockholders with
respect to each share of Common Stock as to voting, dividends and other matters.
Since there is no consideration received by the Company in connection with the
Stock Split, the overall capital of the Company will not change as a result of
the Stock Split. The complete text of the Certificate of Amendment to the
Restated Certificate that would be filed with the office of the Secretary of
State of the State of Delaware to effect the Common Stock Amendment is set forth
in Exhibit A to this Proxy Statement; provided, however that such text is
subject to amendment to include such changes as may be required by the office of
the Secretary of State of the State of Delaware and as the Board deems necessary
and advisable to effect the Common Stock Amendment.
Effective Date; Delivery of New Certificates. If the Stock Split is
approved by the stockholders, it will become effective upon the filing of a
Certificate of Amendment of the Restated Certificate of Incorporation with the
Secretary of the State of the State of Delaware which is expected to be
effective as of the end of business on the date of the Special Meeting (the
"Stock Split Record Date"). Subject to such approval, on or about December 30,
1999 (the "Stock Split Payment Date"), the Company will mail a certificate
representing three additional shares of Common Stock for each share held on the
Stock Split Record Date to
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holders of Common Stock as of the Stock Split Record Date. If stockholders
approve the Stock Split after December 20, 1999 due to an adjournment or
postponement of the Special Meeting, or if the Certificate of Amendment of the
Restated Certificate of Incorporation is not filed on December 20, 1999 for
other reasons, the Stock Split Record Date and the Stock Split Payment Date may
be changed. Stockholders should retain their stock certificates representing
shares of Common Stock and should not send them to the Company or its transfer
agent. In addition, stockholders contemplating a sale between the Stock Split
Record Date and the Stock Split Payment Date should consult their brokers as to
their entitlement to the split shares.
Tax Consequences. The following discussion is included for general
information only. Stockholders should consult their personal tax advisors to
determine the particular consequences of the Stock Split, including the
applicability and effect of federal, state, local and foreign income and other
taxes. No gain or loss will be recognized for federal income tax purposes on the
receipt of additional shares of Common Stock in the Stock Split. A holder's
basis in the shares of Common Stock held immediately prior to the Stock Split is
allocated proportionately among the original shares and the additional shares
issued as a result of the Stock Split. The holding period of the shares of
Common Stock received by a holder will include the period during which the
shares of Common Stock owned immediately prior to the Stock Split were held.
The affirmative vote of the holders of a majority of the shares of the
Common Stock outstanding on the Record Date will be required to approve this
amendment to the Company's Restated Certificate of Incorporation. As a result,
abstentions and broker non-votes will have the same effect as negative votes.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 2.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of November 1, 1999 by: (i) each director; (ii)
the Company's Chief Executive Officer and its other four most highly compensated
executive officers at September 26, 1999; (iii) all executive officers and
directors of the Company as a group; and (iv) all those known by the Company to
be beneficial owners of more than five percent of its Common Stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
------------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES TOTAL
---------------- ---------- ----------
<S> <C> <C>
Irwin Mark Jacobs(2)........................................ 6,183,348 3.73%
Steven R. Altman(3)......................................... 50,104 *
Richard Sulpizio(4)......................................... 205,470 *
Anthony S. Thornley(14)..................................... 154,530 *
Andrew J. Viterbi(5)(14).................................... 2,396,246 1.46%
Richard C. Atkinson(6)(14).................................. 476,064 *
Adelia A. Coffman(7)(14).................................... 243,020 *
Diana Lady Dougan(14)....................................... 8,000 *
Neil Kadisha(8)(14)......................................... 2,291,892 1.39%
Robert E. Kahn(14).......................................... 4,000 *
Jerome S. Katzin(9)(14)..................................... 454,168 *
Duane A. Nelles(10)(14)..................................... 75,000 *
Peter M. Sacerdote(11)(14).................................. 214,000 *
Frank Savage(14)............................................ 36,100 *
Brent Scowcroft(14)......................................... 126,248 *
Marc I. Stern(12)(14)....................................... 128,000 *
All Executive Officers and Directors as a Group (21
persons)(13)(14).......................................... 15,139,500 9.04%
</TABLE>
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* Less than one percent.
(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the Securities
and Exchange Commission (the "SEC"). Unless otherwise indicated in the
footnotes to this table and subject to community property laws where
applicable, the Company believes that each of the stockholders named in
this table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Applicable percentages are based on
164,570,278 shares outstanding on November 1, 1999, adjusted as required by
rules promulgated by the SEC.
(2) Includes 4,941,668 shares held in family trusts and 29,680 shares held in
trust for the benefit of relatives. Also includes 1,212,000 shares issuable
upon exercise of options exercisable within 60 days of November 1, 1999 of
which 10,000 shares are held in trusts for the benefit of Dr. Jacobs and
his spouse and 1,719 shares are held in trusts as to which Dr. Jacobs
disclaims beneficial ownership.
(3) Includes 4,534 shares held by Mr. Altman's spouse. Also includes 31,000
shares issuable upon exercise of options exercisable within 60 days of
November 1, 1999 of which 492 shares are held in trusts for the benefit of
Mr. Altman's children for which Mr. Altman's spouse is the trustee.
(4) Includes 7,070 shares held in family trusts and 1,400 shares held for the
benefit of Mr. Sulpizio's children. Also includes 197,000 shares issuable
upon exercise of options exercisable within 60 days of November 1, 1999 of
which 11,000 shares are held in trusts for the benefit of Mr. Sulpizio's
children for which Mr. Sulpizio's spouse is the trustee.
(5) Includes 2,355,476 shares held in family trusts.
(6) Includes 21,000 shares held in a foundation of which Dr. Atkinson disclaims
beneficial ownership. Also includes 220,904 shares held in family trusts,
102,000 shares held in a pension plan trust for the benefit of employees of
a business operated by Dr. Atkinson and 8,160 shares held in trust for the
benefit of relatives.
(7) Includes 179,020 shares held in family trusts.
(8) Includes 300,000 shares held in trusts for the benefit of Mr. Kadisha and
20,000 shares held in trust as to which Mr. Kadisha disclaims beneficial
ownership.
(9) Includes 4,000 shares held in a foundation of which Mr. Katzin disclaims
beneficial ownership. Also includes 297,032 shares held in family trusts
and 55,136 shares held in trust for the benefit of Mr. Katzin's
grandchildren of which Mr. Katzin's wife is the trustee.
(10) Includes 1,000 shares held by Mr. Nelles' children.
(11) Includes 50,000 shares held in a foundation of which Mr. Sacerdote
disclaims beneficial ownership.
(12) Includes 4,000 shares held in family trusts.
(13) Includes 14,212 shares held for the benefit of executive officers' children
and 11,340 shares held in trust for the benefit of an executive officer.
(14) Includes shares issuable upon exercise of options exercisable within 60
days of November 1, 1999 as follows: Mr. Thornley, 152,000 shares; Dr.
Viterbi, 30,000 shares; Dr. Atkinson, 124,000 shares; Ms. Coffman, 64,000
shares; Ambassador Dougan, 8,000 shares; Mr. Kadisha, 124,000 shares; Dr.
Kahn, 4,000 shares; Mr. Katzin, 98,000 shares; Mr. Nelles, 54,000 shares;
Mr. Sacerdote, 124,000 shares; Mr. Savage, 25,500 shares; Mr. Scowcroft,
116,000 shares; Mr. Stern, 124,000 shares; all directors and executive
officers as a group, 2,932,100 shares.
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OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for
consideration at the Special Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
By Order of the Board of Directors
/S/ IRWIN MARK JACOBS
Irwin Mark Jacobs
Chairman of the Board
and Chief Executive Officer
November 22, 1999
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EXHIBIT A
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 day of December,
1999.
By:
------------------------------------
Irwin Mark Jacobs
Chairman of the Board of Directors
ATTEST:
By:
--------------------------------------------------------
Steven R. Altman
Assistant Secretary
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PRELIMINARY COPY
QUALCOMM INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 20, 1999
The undersigned hereby appoints Irwin Mark Jacobs, Anthony S. Thornley
and Steven R. Altman, and each of them, as attorneys and proxies of the
undersigned, with full power of substitution, to vote all of the shares of stock
of QUALCOMM Incorporated which the undersigned may be entitled to vote at the
Special Meeting of Stockholders of QUALCOMM Incorporated to be held at
____________, _____________________ on Monday, December 20, 1999 at ____ a.m.
(local time), and at any and all postponements, continuations and adjournments
thereof, with all powers that the undersigned would possess if personally
present, upon and in respect of the following matters and in accordance with the
following instructions, with discretionary authority as to any and all other
matters that may properly come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF
SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE
THEREWITH.
YOUR VOTE IS IMPORTANT. THEREFORE, YOU ARE URGED TO COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE.
- ---------------------------------DETACH HERE------------------------------------
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
PROPOSAL 1: To approve an amendment to the Company's Restated Certificate
of Incorporation to increase the authorized number of shares
of Common Stock from 300,000,000 to 3,000,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 2: To approve an amendment to the Company's Restated Certificate
of Incorporation to effect a split of the Company's Common
Stock whereby each outstanding share of Common Stock shall
become four shares of Common Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be signed on other side)
1.
<PAGE> 12
(Continued from other side)
DATED: _________________ _________________________________________
_________________________________________
SIGNATURE(S)
Please sign exactly as your name appears
hereon. If the stock is registered in the
names of two or more persons, each should
sign. Executors, administrators,
trustees, guardians and attorneys-in-fact
should add their titles. If signer is a
corporation, please give full corporate
name and have a duly authorized officer
sign, stating title. If signer is a
partnership, please sign in partnership
name by authorized person.
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE
WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
2.
