<PAGE> 1
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 21, 2000
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
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (858) 587-1121
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 21, 2000 (the "Closing Date"), QUALCOMM Incorporated
("QUALCOMM") and QUALCOMM Personal Electronics sold certain assets related to
their terrestrial-based wireless CDMA consumer phone business (the "Assets") to
Kyocera Wireless Corp. ("KWC"), formerly known as KII Acquisition Company,
pursuant to that certain Asset Purchase Agreement dated December 22, 1999 among
QUALCOMM, KWC and Kyocera International, Inc., as amended by that certain First
Amendment to Asset Purchase Agreement, dated as of February 20, 2000 (as
amended, the "Asset Purchase Agreement"). QUALCOMM received $216,144,412 in cash
on February 22, 2000 and will receive an additional $19,363,176, plus interest
from February 22, 2000, in cash on consummation of that aspect of the sale
relating to certain foreign business operations and assets (the "Second Closing
Date"). The Second Closing Date is expected to occur in March 2000. Initial
consideration for the Assets will total $235,507,588, provided however, that the
total consideration to be paid for the Assets will be based on a final
determination made after the Closing Date of the value of the net assets
actually sold.
A description of the transaction is set forth in the Press Release
issued by QUALCOMM dated February 22, 2000, a copy of which is attached hereto
as Exhibit 99.1.
2
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
(1) UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
INFORMATION OF QUALCOMM INCORPORATED.
The following unaudited pro forma condensed
consolidated financial information is being filed
herewith:
<TABLE>
<CAPTION>
Page:
-----
<S> <C>
Unaudited Pro Forma Condensed Consolidated Balance Sheet
at December 26, 1999 4
Unaudited Pro Forma Condensed Consolidated Statement of
Income for the three months ended December 26, 1999 5
Unaudited Pro Forma Condensed Consolidated Statement of
Income for the year ended September 30, 1999 6
Notes to Unaudited Pro Forma Condensed Consolidated
Financial Information 7
</TABLE>
(c) EXHIBITS.
2.2 Asset Purchase Agreement dated December 22, 1999
among QUALCOMM Incorporated, Kyocera Wireless Corp.,
formerly known as KII Acquisition Company, and
Kyocera International, Inc. (incorporated herein by
reference to QUALCOMM's Form 10-Q for the fiscal
quarter ended December 26, 1999 and filed with the
Securities and Exchange Commission on January 28,
2000).
2.3 First Amendment to Asset Purchase Agreement dated as
of February 20, 2000 among QUALCOMM Incorporated,
Kyocera Wireless Corp., formerly known as KII
Acquisition Company, and Kyocera International, Inc.
(1)
99.1 Press Release dated February 22, 2000.
- ---------------
(1) Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment. Omitted portions will be filed separately with the
Securities and Exchange Commission.
3
<PAGE> 4
QUALCOMM INCORPORATED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 26, 1999
--------------------------------------------------------
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA (a)
---------- ----------- -------------
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 303,978 $ 235,508(b) $ 539,486
Investments 1,087,164 0 1,087,164
Accounts receivable, net 998,200 0 998,200
Finance receivables 24,167 0 24,167
Inventories, net 259,968 (209,790)(c) 50,178
Other current assets 201,825 0 201,825
---------- ---------- ----------
Total current assets 2,875,302 25,718 2,901,020
Property, plant and equipment, net 537,482 (92,099)(d) 445,383
Investments 165,338 0 165,338
Finance receivables, net 680,090 0 680,090
Other assets 727,223 0 727,223
---------- ---------- ----------
Total assets $4,985,435 $ (66,381) $4,919,054
========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued
liabilities $ 715,546 $ (58,471)(e) $ 657,075
Unearned revenue 64,625 0 64,625
Bank lines of credit 124,000 0 124,000
Current portion of long-term debt 3,109 0 3,109
---------- ---------- ----------
Total current liabilities 907,280 (58,471) 848,809
Other liabilities 64,587 0 64,587
---------- ---------- ----------
Total liabilities 971,867 (58,471) 913,396
---------- ---------- ----------
Minority interest in consolidated
subsidiaries 54,910 0 54,910
---------- ---------- ----------
Company-obligated mandatorily
redeemable Trust Convertible
Preferred Securities of a subsidiary
trust holding solely debt securities
of the Company 269,895 0 269,895
---------- ---------- ----------
Stockholders' Equity:
Preferred stock, $0.0001 par value --- 0 ---
Common stock, $0.0001 par value 70 0 70
Paid-in capital 3,196,953 0 3,196,953
Retained earnings 377,998 (7,910)(b)-(e) 370,088
Accumulated other comprehensive
income 113,742 0 113,742
---------- ---------- ----------
Total stockholders' equity 3,688,763 (7,910) 3,680,853
---------- ---------- ----------
Total liabilities and
stockholders' equity $4,985,435 $ (66,381) $4,919,054
========== ========== ==========
</TABLE>
See accompanying notes to unaudited pro forma condensed consolidated financial
information
4
<PAGE> 5
QUALCOMM INCORPORATED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA (a)
----------- ----------- -------------
<S> <C> <C> <C>
Revenues $ 1,120,073 $ (356,377)(f) $ 763,696
----------- ----------- -----------
Operating Expenses:
Cost of revenues 648,748 (316,685)(g) 332,063
Research and development 83,404 (16,681)(h) 66,723
Selling, general and administrative 101,848 (44,263)(i) 57,585
Other 26,152 (26,152)(j) --
----------- ----------- -----------
Total operating expenses 860,152 (403,781) 456,371
=========== =========== ===========
Operating income 259,921 47,404 307,325
Interest expense (2,673) 2,119(k) (554)
Investment income, net 36,247 2,614(l) 38,861
Distributions on Trust Convertible
Preferred Securities of subsidiary trust (11,045) 0 (11,045)
----------- ----------- -----------
Income before income taxes 282,450 52,137 334,587
Income tax expense (105,331) (19,812)(m) (125,143)
----------- ----------- -----------
Net income $ 177,119 $ 32,325 $ 209,444
=========== =========== ===========
Net earnings per common share:
Basic $ 0.27 $ 0.32
=========== ===========
Diluted $ 0.23 $ 0.27
=========== ===========
Shares used in per share calculation:
Basic 664,586 664,586
=========== ===========
Diluted 790,827 790,827
=========== ===========
</TABLE>
See accompanying notes to unaudited pro forma condensed consolidated
financial information
5
<PAGE> 6
QUALCOMM INCORPORATED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30, 1999
-----------------------------------------------------------
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA (a)
----------- ----------- --------------
<S> <C> <C> <C>
Revenues $ 3,937,299 $(1,365,486)(f) $ 2,571,813
----------- ----------- -----------
Operating expenses:
Cost of revenues 2,485,072 (1,187,293)(g) 1,297,779
Research and development 381,139 (85,642)(h) 295,497
Selling, general and administrative 425,941 (140,655)(i) 285,286
Other 240,007 0 240,007
----------- ----------- -----------
Total operating expenses 3,532,159 (1,413,590) 2,118,569
----------- ----------- -----------
Operating income 405,140 48,104 453,244
Interest expense (14,698) 3,095(k) (11,603)
Investment income, net 24,576 11,791(l) 36,367
Distributions on Trust Convertible
Preferred Securities of subsidiary trust (39,297) 0 (39,297)
Other (69,035) 0 (69,035)
----------- ----------- -----------
Income before income taxes 306,686 62,990 369,676
Income tax expense (105,807) (22,047)(m) (127,854)
----------- ----------- -----------
Net income $ 200,879 $ 40,943 $ 241,822
=========== =========== ===========
Net earnings per common share (n):
Basic $ 0.34 $ 0.41
=========== ===========
Diluted $ 0.31 $ 0.37
=========== ===========
Shares used in per share calculation:
Basic 594,714 594,714
=========== ===========
Diluted 649,889 649,889
=========== ===========
</TABLE>
See accompanying notes to unaudited pro forma condensed consolidated
financial information
6
<PAGE> 7
QUALCOMM INCORPORATED
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
(a) The unaudited pro forma condensed consolidated balance sheet give
retroactive effect to the sale of certain assets related to QUALCOMM's
terrestrial-based wireless CDMA consumer phone business to Kyocera
Wireless Corp. ("KWC") as if the sale had occurred as of December 26,
1999. The unaudited pro forma condensed consolidated statements of
income give retroactive effect as if the sale had occurred as of the
beginning of the periods represented. The Company estimates that
additional charges in the second quarter of fiscal 2000 relating to the
disposition of the terrestrial-based wireless CDMA phone business will
total approximately $50 million. The additional charges will primarily
relate to KWC's right under the agreement to exclude certain properties
and equipment and employee termination charges. Such charges are not
considered in these unaudited pro forma condensed consolidated
financial statements.
(b) Reflects the initial cash proceeds to be received by QUALCOMM. Total
consideration will be based on a final determination of net assets as
of the closing date.
(c) Reflects inventories, net of reserves, to be sold to KWC.
(d) Reflects property and equipment, net of accumulated depreciation, to be
sold to KWC.
(e) Reflects accrued liabilities to be assumed by KWC, primarily comprised
of warranty reserves and accrued cooperative advertising.
(f) Reflects revenues related to the terrestrial-based wireless CDMA
consumer phone business to be assumed by KWC, including $19 million in
sales by QUALCOMM Personal Electronics ("QPE") to Sony Electronics Inc.
("Sony Electronics"), offset by royalty revenue from third parties and
billings to KWC for services provided by QUALCOMM employees as a result
of the sale. QPE, a joint venture general partnership formed by
QUALCOMM and Sony Electronics, manufactured the terrestrial-based
wireless CDMA consumer phones sold by QUALCOMM. Sony Electronics' 49%
interest in QPE is presented as a minority interest in these unaudited
pro forma condensed consolidated financial statements.
(g) Reflects cost of revenues related to the terrestrial-based wireless
CDMA consumer phone business to be assumed by KWC, offset by the cost
of revenues related to services provided by QUALCOMM employees as a
result of the sale.
(h) Reflects research and development expenses related to the
terrestrial-based wireless CDMA consumer phone business to be assumed
by KWC.
(i) Reflects selling, general and administrative expenses related to the
terrestrial-based wireless CDMA consumer phone business to be assumed
by KWC.
(j) Reflects nonrecurring charges primarily related to the estimated
difference between the carrying value of property and equipment and the
consideration to be received from KWC, less costs to sell.
(k) Reflects interest expense incurred by QPE in connection with the
terrestrial-based wireless CDMA consumer phone business to be assumed
by KWC.
7
<PAGE> 8
(l) Reflects Sony Electronics' minority interest in the earnings of QPE.
(m) Pro forma adjustments have been tax effected at QUALCOMM's annual
effective tax rate, expected to be 38% for fiscal 2000. QUALCOMM's
annual effective tax rate was 35% for fiscal 1999.
(n) QUALCOMM effected a four-for-one stock split in December 1999. Pro
forma net earnings per common share for the year ended September 30,
1999 are presented giving retroactive effect to the stock split.
8
<PAGE> 9
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: March 7, 2000 By: /s/ Steven R. Altman
---------------------------------
Steven R. Altman
Executive Vice President and
General Counsel
9
<PAGE> 10
INDEX TO EXHIBITS
2.2 Asset Purchase Agreement dated December 22, 1999 among
QUALCOMM Incorporated, Kyocera Wireless Corp., formerly known
as KII Acquisition Company, and Kyocera International, Inc.
(incorporated herein by reference to QUALCOMM's Form 10-Q for
the fiscal quarter ended December 26, 1999 and filed with the
Securities and Exchange Commission on January 28, 2000).
2.3 First Amendment to Asset Purchase Agreement dated as of
February 20, 2000 among QUALCOMM Incorporated, Kyocera
Wireless Corp., formerly known as KII Acquisition Company, and
Kyocera International, Inc. (1)
99.1 Press Release dated February 22, 2000.
- ----------------
(1) Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment. Omitted portions will be filed separately with the
Securities and Exchange Commission.
<PAGE> 1
EXHIBIT 2.3
*** TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 240.24b-2
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement (this "Amendment") is
dated as of February 20, 2000 (the "Effective Date"), and is entered into by and
among QUALCOMM Incorporated, a Delaware corporation ("Seller"), Kyocera Wireless
Corp., a Delaware corporation formerly known as KII Acquisition Company
("Purchaser"), and Kyocera International, Inc., a California corporation
("Parent Corporation"), with reference to the following facts:
RECITALS
A. Seller, Purchaser and Parent Corporation have entered into that
certain Asset Purchase Agreement, dated as of December 22, 1999, by and among
Seller, Purchaser and Parent Corporation (including the exhibits and Disclosure
Schedule attached thereto, the "Purchase Agreement"); and
B. Seller, Purchaser and Parent Corporation desire to amend the Purchase
Agreement and the related Disclosure Schedule in certain respects as set forth
herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants set forth herein, and intending to be legally bound
hereby, Seller, Purchaser and Parent Corporation hereby agree as follows:
SECTION 1. DEFINED TERMS. Capitalized terms used but not defined herein
are used as defined in the Purchase Agreement.
SECTION 2. AMENDMENTS TO PURCHASE AGREEMENT. The Purchase Agreement is
hereby amended as follows:
(a) CERTAIN PERSONAL COMPUTERS. The definition of the term "Closing
Statement Credits" is hereby amended by deleting all of clause
"(a)," and re-lettering clauses "(b)" and "(c)" as clauses "(a)"
and "(b)," respectively. The first parenthetical in Section
2.1(a)(v) of the Purchase Agreement is hereby deleted. Section
2.1(b)(xiv) of the Purchase Agreement is hereby amended by
deleting the words " the personal computers referenced in clause
"(a)" of the definition of Closing Statement Credits and". In
each place where the phrase "subparagraphs (a), (b) and (c) of
the definition of Closing Statement
CONFIDENTIAL 1
<PAGE> 2
Credits" appears in Sections 2.7(a) and 2.7(b) of the Purchase
Agreement, such phrase shall be replaced with the phrase
"subparagraphs (a) and (b) of the definition of Closing
Statement Credits". Section 3.20 of the Purchase Agreement is
hereby amended by deleting the words " except for the personal
computers referenced in Section 2.1(b)(xiv)".
(b) PAYMENT OF PURCHASE PRICE; DELIVERY OF RECEIPT. Section 2.5 and
Section 2.6 of the Purchase Agreement are hereby amended to
provide that if the Closing Date is February 21, 2000, then (i)
the Purchase Price shall be paid by Buyer to Seller on February
22, 2000, and (ii) Seller shall deliver to Purchaser a receipt
for the Purchase Price as of the date such Purchase Price is
received.
(c) SELLING PARTIES. Exhibit A attached to the Purchase Agreement is
hereby amended by including as a Selling Party QUALCOMM Personal
Electronics, a California general partnership. Section 3.1 of
the Purchase Agreement is hereby amended to provide that, with
respect to each reference to a "Selling Party" as such reference
applies to QUALCOMM Personal Electronics, the representation and
warranty shall pertain to QUALCOMM Personal Electronics being a
general partnership and it having partnership authority. Section
7.2(e) of the Purchase Agreement is hereby amended to provide
that, (i) as to QUALCOMM Personal Electronics, a letter signed
by the general partners of QUALCOMM Personal Electronics
authorizing QUALCOMM Investment Company, Inc., as a general
partner, to execute and deliver, on behalf of QUALCOMM Personal
Electronics, all necessary documentation to be executed by
QUALCOMM Personal Electronics in order to consummate the
transaction contemplated by the Purchase Agreement, and (ii) as
to the other Selling Parties (other than Seller), the
certification may be by any officer or director of such Selling
Party or of the Assistant Secretary of Seller. Section 7.2(f) of
the Purchase Agreement is hereby amended to provide that, as to
the Selling Parties (other than Seller and QUALCOMM Personal
Electronics), the certification may be by any officer or
director of such Selling Party or of the Assistant Secretary of
Seller.
(d) SALES TAXES. Section 5.11(c) of the Purchase Agreement is hereby
amended to provide that Purchaser shall pay and be solely
responsible for all California sales taxes which become payable
as a result of the transactions contemplated by the Purchase
Agreement. Any other Taxes referenced in the first sentence of
Section 5.11(c) of the Purchase Agreement shall be shared
equally by Seller and Purchaser.
CONFIDENTIAL 2
<PAGE> 3
(e) DISCLOSURE SCHEDULE. The definition of the term "Disclosure
Schedule" is hereby amended to add ", as amended" to the end of
such definition.
(f) PRORATIONS/ALLOCATION OF PURCHASE PRICE. Section 2.7(e) of the
Purchase Agreement is hereby amended to provide that the
determination and payment by the parties of expenses which are
subject to proration in accordance with Section 2.7(e) of the
Purchase Agreement shall be made as soon as reasonably possible
following the Closing but in any event no later than such time
as the Closing Statement of Net Assets is considered final,
binding and conclusive in accordance with the provisions of
Section 2.7. Section 2.8 of the Purchase Agreement is hereby
amended to provide that the initial allocation of the Purchase
Price among the Assets in accordance with Section 2.8 of the
Purchase Agreement shall be made as soon as reasonably possible
following the Closing but in any event no later than such time
as the Closing Statement of Net Assets is considered final,
binding and conclusive in accordance with the provisions of
Section 2.7.
(g) [...***...]
(h) FIRPTA CERTIFICATE. Section 7.2(k) of the Purchase Agreement is
hereby amended by deleting the words "each Selling Party" and
inserting in their place the word "Seller."
(i) BRAZIL RELATED LEGAL FEES. Seller and Purchaser agree to equally
share the cost and expenses of local Brazil legal counsel in
connection with (a) the negotiation and documentation of that
aspect of the sale of Assets by QUALCOMM do Brasil Ltda. ("QdB")
to Purchaser (or an Affiliate of Purchaser) which the parties
reasonably believe may require to be locally documented under
Brazilian law, and (b) the preparation and filing of any
necessary or appropriate documentation with the Brazil
Administrative Council for Economic Defense ("CADE").
(j) BRAZIL ASSET SALE. The parties acknowledge and agree that for
various business reasons, they prefer to transfer all Assets
owned by QdB (the "Brazil
* CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL 3
<PAGE> 4
Assets") in a separate transaction, the terms and conditions of
which are not yet finalized. Accordingly, the parties hereby
agree that for purposes of the Closing under the Purchase
Agreement, the Brazil Assets shall constitute Excluded Assets
which will not be sold and purchased pursuant to the Purchase
Agreement; provided, however, all provisions of the Purchase
Agreement which by their terms would otherwise be applicable to
the sale and purchase of the Brazil Assets but for this
exclusion shall apply mutatis mutandis. The parties further
agree that $19,363,176, representing the attributable purchase
price (based on the methodology set forth in Section 2.7 of the
Purchase Agreement, and subject to adjustment as provided
therein) for the Brazil Assets (the "Brazil Purchase Price"),
shall be deducted from the aggregate Purchase Price paid by
Purchaser at Closing. Notwithstanding the foregoing, Purchaser
shall still assume, pursuant to the Assumption Agreement, the
Assumed Liabilities relating to that part of the Business which
is conducted by QdB (the "Brazil Liabilities"). Notwithstanding
anything to the contrary set forth in any documentation relating
to the sale and purchase of the Brazil Assets (the "Brazil
Purchase Documents"), in the event that QdB and Purchaser (or an
Affiliate of Purchaser) do subsequently consummate a sale and
purchase of the Brazil Assets, the provisions of the Purchase
Agreement (other than the specific provision referred to above)
shall apply equally to the Brazil Assets and the Brazil
Liabilities, as if such Assets and Liabilities were sold,
purchased, transferred and assumed under the Purchase Agreement
(including but not limited to the provisions in the Purchase
Agreement relating to representations, warranties, covenants and
agreements respecting Assets and Assumed Liabilities, and the
provisions of Section 2.7, Section 2.8, Article 4, Section 5.15,
Article 8 and Article 10). In the event of any conflict between
the Purchase Agreement, as amended pursuant to this Amendment,
and any Brazil Purchase Documents, the terms and provisions of
the Purchase Agreement, as amended by this Amendment, shall
govern. The parties agree to exercise reasonable best efforts to
consummate the purchase and sale of the Brazil Assets pursuant
to the Brazil Purchase Documents on or before February 25, 2000.
Payment of the Brazil Purchase Price shall be accompanied with a
payment of interest, calculated using the interest rate publicly
announced by Citibank, N.A. as its "reference rate," as such
rate may change from time to time (calculated using a year of
366 days), for each calendar day that occurs after February 21,
2000 until such day as the Brazil Assets are sold and purchased
pursuant to the Brazil Purchase Documents.
(k) CONFIDENTIALITY MATTERS. Section 2.1(a)(xii) of the Purchase
Agreement is hereby amended by adding the following
parenthetical at the end of such
CONFIDENTIAL 4
<PAGE> 5
Section: "(including, without limitation, all rights of the
Seller against any employee of the Business with respect to
confidentiality and/or disclosure of Subscriber Business
Intellectual Property, whether pursuant to an agreement or
applicable law)."
(l) LICENSE. Section 5.7(a) of the Purchase Agreement is hereby
amended by inserting the words "support, have supported," after
the words "have made,".
SECTION 3. AMENDMENT OF DISCLOSURE SCHEDULE. Attached hereto as Exhibit
A are amendments to specified sections of the Disclosure Schedule, which
Disclosure Schedule shall be and is hereby amended to incorporate such
amendments.
SECTION 4. EFFECT OF AMENDMENT. Except as and to the extent expressly
modified by this Amendment, the Purchase Agreement and the Disclosure Schedule
shall remain in full force and effect in all respects. In the event of a
conflict between this Amendment and the Purchase Agreement or the Disclosure
Schedule, this Amendment shall govern. Upon the effectiveness of this Amendment,
each reference in the Purchase Agreement to "this Agreement," "hereunder,"
"herein," or words of like import, and each reference to the Purchase Agreement
in any Ancillary Agreement, Purchaser Document or Selling Party Document shall
mean and refer to the Purchase Agreement, as amended by this Amendment.
SECTION 5. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
SECTION 6. GOVERNING LAW. This Amendment shall be governed by the laws
of the State of California.
[Remainder of this page intentionally left blank]
CONFIDENTIAL 5
<PAGE> 6
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of
the Effective Date by their respective officers thereunto duly authorized.
QUALCOMM INCORPORATED KYOCERA INTERNATIONAL, INC.
By: /s/ RICHARD SULPIZIO By: /s/ RODNEY N. LANTHORNE
------------------------------- --------------------------------
Name: Richard Sulpizio Name: Rodney N. Lanthorne
----------------------------- ------------------------------
Title: President Title: President
---------------------------- -----------------------------
WITNESS: KYOCERA WIRELESS CORP.
/s/ PAUL SYROWIK By: /s/ RODNEY N. LANTHORNE
- ---------------------------------- --------------------------------
Name: Rodney N. Lanthorne
-----------------------------
Title: President
-----------------------------
WITNESS:
/s/ ERIC G. KLEIN
------------------------------
[Signature page to First Amendment to Asset Purchase Agreement]
<PAGE> 1
Exhibit 99.1
5775 Morehouse Drive
San Diego, CA 92121-1714
(858) 587-1121
www.qualcomm.com
Press Room
QUALCOMM Contacts:
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]
QUALCOMM and Kyocera Close Agreement for Terrestrial CDMA Phone Business
- - -
SAN DIEGO -- February 22, 2000 -- QUALCOMM Incorporated (Nasdaq: QCOM) today
announced the completion of the sale of its terrestrial-based wireless Code
Division Multiple Access (CDMA) consumer phone business, including phone
inventory, manufacturing equipment and customer commitments, to Kyocera Wireless
Corp. (KWC), a wholly owned subsidiary of Kyocera International, Inc., which is
the North American holding company for Kyocera Corporation (NYSE: KYO). Under
the agreement, Kyocera will purchase a majority of its chipsets from QUALCOMM
for a period of five years, and continue its existing royalty-bearing CDMA
license agreement with QUALCOMM.
"We are pleased to complete our agreement with Kyocera," said Dr. Irwin M.
Jacobs, chairman and CEO of QUALCOMM. "Both companies have worked together
closely to make the transfer of this business as smooth as possible. QUALCOMM's
industry-leading CDMA expertise will enable Kyocera to provide CDMA phones
supporting voice and data services worldwide."
Since the agreement was announced in December 1999, QUALCOMM has formed a new
subsidiary, QCP Incorporated, which includes employees formerly with QUALCOMM
Consumer Products. Through a strategic alliance, those employees' services are
being contracted to KWC to provide design, distribution, sales and marketing
support. In addition select employees of QUALCOMM Personal
<PAGE> 2
Electronics, a manufacturing joint venture between QUALCOMM and Sony
Electronics, have accepted employment with KWC. KWC, which currently leases
selected QUALCOMM facilities, is responsible for integrating QUALCOMM's handset
design, development, manufacturing and marketing expertise with Kyocera's global
R&D and technology resources.
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 integrated CDMA chipsets and system software; technology licensing;
Eudora(R) email software for Windows(R) and Macintosh(R) 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.
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QUALCOMM, OmniTRACS and Eudora are registered trademarks of QUALCOMM
Incorporated. Globalstar is a trademark of Loral QUALCOMM Satellite Services,
Incorporated. Windows is a registered trademark of Microsoft Corp. Macintosh is
a registered trademark of Apple Computer Inc. All other trademarks are the
property of their respective owners.
