-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q7bSwHG79y5giGlrWYapmDz1ARPgF/NxhLeOsKadSj67Loejhg6IsuA6pO26cd9N 62M105ZvUJvKE46sL/pA/A== 0000936392-98-001586.txt : 19981202 0000936392-98-001586.hdr.sgml : 19981202 ACCESSION NUMBER: 0000936392-98-001586 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970928 FILED AS OF DATE: 19981201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUALCOMM INC/DE CENTRAL INDEX KEY: 0000804328 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 953685934 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-19528 FILM NUMBER: 98762466 BUSINESS ADDRESS: STREET 1: 6455 LUSK BLVD E-141 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195871121 MAIL ADDRESS: STREET 1: 6455 LUSK BLVD E-141 CITY: SAN DIEGO STATE: CA ZIP: 92121 10-K405/A 1 AMENDMENT NO. 1 TO FORM 10-K405 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) ---------------- (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 28, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______ COMMISSION FILE NUMBER 0-19528 QUALCOMM INCORPORATED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ---------------- DELAWARE 95-3685934 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 6455 LUSK BLVD. 92121-2779 SAN DIEGO, CALIFORNIA (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 587-1121 ---------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK (TITLE OF CLASS) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K of any amendment to this Form 10-K. [X] 2 The aggregate market value of the voting stock held by non affiliates of the registrant as of November 21, 1997 was $4,148,221,037.* The number of shares outstanding of the registrant's common stock was 68,552,532 as of November 21, 1997. DOCUMENTS INCORPORATED BY REFERENCE Portions of registrant's Definitive Proxy Statement to be filed with the Commission pursuant to Regulation 14A in connection with the 1998 Annual Meeting are incorporated herein by reference into Part III of this Report. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the registrant's fiscal year ended September 28, 1997. Certain Exhibits filed with the registrant's (i) Registration Statement on Form S-1 (Registration No. 33-42782), as amended; (ii) Annual Report on Form 10-K for the fiscal year ended September 27, 1992; (iii) Registration Statement on Form S-3 (Registration No. 33-62724), as amended; (iv) Annual Report on Form 10-K for the fiscal year ended September 26, 1993; (v) Form 10-Q for the quarter ended March 27, 1994, as amended; (vi) Registration Statement on Form S-8 (Registration No. 333-2750); (vii) Registration Statement on Form S-8 (Registration No. 333-2752); (viii) Registration Statement On Form S-8 (Registration No. 333-2754); (ix) Registration Statement on Form S-8 (Registration No. 333-2756); (x) Current Report on Form 8-K dated as of September 26, 1995, are incorporated herein by reference into Part IV of this Report; (xi) Annual Report on Form 10-K for the fiscal year ended September 29, 1996; and (xii) Registration Statement on Form S-3 (Registrations No. 333-26069), as amended. - -------- * Excludes the Common Stock held by executive officers, directors and stockholders whose ownership exceeds 5% of the Common Stock outstanding at November 21, 1997. Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant. EXPLANATORY STATEMENT This Amendment No. 1 to the Annual Report on Form 10-K for QUALCOMM Incorporated (the "Company") for the fiscal year ended September 28, 1997 is being filed to amend Item 14 (a) (3) by adding as Exhibits, certain amended and restated financial data schedules. As reported in the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 1997 (the "Initial Form 10-K"), the Company was required to adopt, in the first quarter of fiscal 1998, Statement of Financial Accounting Standards No. 128 ("FAS 128"), "Earnings Per Share," which required a retroactive change in the method used to compute and display earnings per share information. Although pro forma earnings per share information in accordance with FAS 128 was presented in the Initial Form 10-K, financial data schedules restated in accordance with FAS 128 were not required to be filed at that time and were not included. Such restated financial data schedules are now being filed pursuant to this Amendment No. 1. This Amendment No. 1 is also being filed to amend certain amounts in the restated financial data schedules, as footnoted, to properly state information required by Regulation S-K, Item 601 (c), Appendix A. 2 3 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) (3) Exhibits
EXHIBIT NUMBER DESCRIPTION ------ ----------- 3.1* Restated Certificate of Incorporation.(1) 3.2* Certificate of Amendment of Restated Certificate of Incorporation.(7) 3.3* Certificate of Designation of Preferences.(15) 3.4* Bylaws.(2)(2) 3.5* Amendment of the Bylaws. 4.1* Certificate of Trust of QUALCOMM Financial Trust I, filed with the Delaware Secretary of State on February 7, 1997.(16) 4.2* 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.(16) 4.3* 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.(16) 4.4* Indenture for the 5 3/4% Convertible Subordinated Debt Securities, dated as of February 25, 1997, among QUALCOMM Incorporated and Wilmington Trust Company, as Indenture Trustee.(16) 4.5* Form of 5 3/4% Trust Convertible Preferred Securities (Included in Annex 1 to Exhibit 4.3 above).(16) 4.6* Form of 5 3/4% Convertible Subordinated Debt Securities (Included in Annex 1 to Exhibit 4.3 above).(16) 4.7* Preferred Securities Guarantee Agreement, dated as of February 25, 1997, between QUALCOMM Incorporated, as Guarantor, and Wilmington Trust Company, as Guarantee Trustee.(16) 10.1* Form of Indemnity Agreement between the Company, each director and certain officers.(2)(14) 10.2* 1991 Stock Option Plan, as amended.(10)(14) 10.3* Form of Incentive Stock Option Grant under the 1991 Stock Option Plan.(2)(14) 10.4* Form of Supplemental Stock Option Grant under the 1991 Stock Option Plan.(2)(14) 10.5* 1991 Employee Stock Purchase Plan.(11)(14) 10.6* Form of Employee Stock Purchase Plan Offering under the 1991 Employee Stock Purchase Plan.(2)(14)
3 4 (a) (3) Exhibits (continued)
EXHIBIT NUMBER DESCRIPTION ------ ----------- 10.7* Registration Rights Agreement dated September 11, 1991 between the Company and various Stockholders.(2) 10.8* Satellite Service Agreement dated March 5, 1991 between the Company and GTE Spacenet Corporation.(2)(3) 10.9* Joint Venture Agreement dated January 24, 1990 between the Company and Alcatel Transmission par Faisceaux Hertziens.(2)(3) 10.10* Agreement dated April 17, 1989 between the Company and PACTEL Corporation.(2)(3) 10.11* CDMA Technology Agreement and related Patent License Agreement, each dated July 3, 1990 between the Company and American Telephone & Telegraph Company.(2)(3) 10.12* DS-CDMA Technology Agreement and related Patent License Agreement, each dated September 26, 1990 between the Company and MOTOROLA, Inc.(2)(3) 10.13* JSM Shareholders Agreement dated May 24, 1991 between the Company, C. Itoh, Ltd. and Nippon Steel Corporation.(2)(3) 10.14* 401(k) Plan.(2) 10.15* Amendments dated January 15, 1992 and February 7, 1992 to that certain Technology Agreement dated July 3, 1990 with American Telephone & Telegraph Company.(4) 10.16* Amendment dated January 21, 1992 to that certain Technology Agreement dated September 26, 1990 with MOTOROLA, Inc.(4)(5) 10.17* Non-Employee Directors' Stock Option Plan (the "Directors' Plan").(14)(15) 10.18* Form of Stock Option Grant under the Directors' Plan, with related schedule.(6)(14) 10.19* Joint Venture and Partnership Agreement dated February 25, 1994 between QUALCOMM Investment Company and Sony Electronics CDMA Investment, Inc.(7)(8) 10.20* Contract dated March 18, 1994 between the Company and Globalstar, L.P.(7)(8) 10.21* Executive Retirement Matching Contribution Plan.(12)(14) 10.22* 1996 Non-qualified Employee Stock Purchase Plan.(13)(14) 10.23* Stockholder Rights Plan.(9) 10.24* Registration Rights Agreement, dated February 25, 1997, between QUALCOMM Financial Trust I and Lehman Brothers, Bear Stearns & Co., Inc., Alex. Brown & Sons Incorporated, Goldman, Sachs & Co. and Merrill Lynch & Co., as Initial Purchasers.(16) 11.1* Calculation of earnings per share. 23.1* Consent of Price Waterhouse LLP. 24.1* Power of Attorney. Reference is made to page 46 of the Initial Form 10-K.
4 5 (a) (3) Exhibits (continued)
EXHIBIT NUMBER DESCRIPTION ------ ----------- 27.0** Restated - Financial Data Schedule for the Fiscal Year Ended September 28, 1997. 27.1** Amended and restated - Financial Data Schedule for the Fiscal Year Ended September 29, 1996; and for the Fiscal Year Ended September 25, 1995. 27.2** Amended and restated - Financial Data Schedule for the Nine Months Ended June 29, 1997; for the Six Months Ended March 30, 1997; and for the Three Months Ended December 29, 1996. 27.3** Amended and restated - Financial Data Schedule for the Nine Months Ended June 30, 1996; for the Six Months Ended March 31, 1996; and for the Three Months Ended December 31, 1995.
- ---------- ** Filed herewith. * Previously filed as part of the Registrant's initial Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 3, 1997. - ---------- (1) Filed as an exhibit to the Registrant's Registration Statement on Form S-3 (No. 33-62724) or amendments thereto and incorporated herein by reference. (2) Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (No. 33-42782) or amendments thereto and incorporated herein by reference. (3) Certain confidential portions deleted pursuant to Order Granting Application or Confidential Treatment issued in connection with Registration Statement on Form S-1 (No. 33-42782) effective December 12, 1991. (4) Filed as exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended September 27, 1992. (5) Certain confidential portions deleted pursuant to Order Granting Application for Confidential Treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 dated March 19, 1993. (6) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended September 26, 1993. (7) Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 27, 1994, as amended. (8) Certain confidential portions deleted pursuant to Order Granting Application for Confidential Treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 dated July 7, 1994. (9) Filed as an exhibit to the Company's Form 8-K current report dated as of September 26, 1995. (10) Filed as an exhibit to the Registrant's Registration Statement on Form S-8 (File No. 333-2754) filed on March 25, 1996. (11) Filed as an exhibit to the Registrant's Registration Statement on Form S-8 (File No. 333-2756) filed on March 25, 1996. 5 6 (12) Filed as an exhibit to the Registrant's Registration Statement on Form S-8 (File No. 333-2752) filed on March 25, 1996. (13) Filed as an exhibit to the Registrant's Registration Statement on Form S-8 (File No. 333-2750) filed on March 25, 1996. (14) Indicates management or compensatory plan or arrangement required to be identified pursuant to Item 14(c). (15) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 28, 1997. (16) Filed as an exhibit to the Registrant's Registration Statement on Form S-3 (No. 333-26069) or amendments thereto and incorporated herein by reference. (c) Exhibits The exhibits required by this Item are listed under Item 14(a)(3). SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. November 18, 1998 QUALCOMM Incorporated By /s/ IRWIN MARK JACOBS ------------------------------------ Irwin Mark Jacobs, Chief Executive Officer and Chairman 6 EX-27 2 RESTATED FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 28, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS SEP-28-1997 SEP-30-1996 SEP-28-1997 248,837 448,235 575,775 18,892 225,156 1,549,595 626,024 200,934 2,274,680 567,478 19,129 660,000 0 7 1,024,171 2,274,680 2,096,365 2,096,365 1,518,006 1,518,006 8,792 0 11,012 108,434 16,500 91,934 0 0 0 91,934 1.37 1.28 RESTATED PURSUANT TO REGULATION S-K, ITEM 601(c), TO CONFORM TO FAS 128. "EPS-PRIMARY" DENOTES BASIC EPS.
EX-27.1 3 AMENDED AND RESTATED FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE RESPECTIVE FISCAL YEAR THEN ENDED, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS 12-MOS SEP-29-1996 SEP-24-1995 SEP-25-1995 SEP-26-1994 SEP-29-1996 SEP-24-1995 110,143 500,629 236,129 66,335 225,656 85,586 8,223 2,853 171,511 44,010 751,190 704,630 470,035 251,895 117,336 66,382 1,185,330 940,717 325,959 104,997 14,458 36,103 0 0 0 0 7 6 844,906 799,611 1,185,330 940,717 813,850 386,612 813,850 386,612 535,861 213,170 535,861 213,170 0 0 0 0 3,354 2,264 26,627 39,880 5,600 9,700 21,027 30,180 0 0 0 0 0 0 21,027 30,180 0.32 0.56 0.30 0.52 RESTATED PURSUANT TO REGULATION S-K, ITEM 601(c), TO CONFORM TO FAS 128. AMENDED TO CONFORM WITH THE REQUIREMENTS OF REGULATION S-K, ITEM 601(c), APPENDIX A. "EPS-PRIMARY" DENOTES BASIC EPS.
EX-27.2 4 AMENDED AND RESTATED FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE RESPECTIVE QUARTER THEN ENDED, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS 6-MOS 3-MOS SEP-28-1997 SEP-28-1997 SEP-28-1997 SEP-30-1996 SEP-30-1996 SEP-30-1996 JUN-29-1997 MAR-30-1997 DEC-29-1996 217,177 406,300 126,735 464,478 468,732 162,573 453,364 455,851 337,634 17,930 11,121 10,468 228,724 207,274 244,848 1,384,961 1,543,045 878,508 380,902 362,072 350,628 0 0 0 2,050,291 2,039,993 1,311,909 401,602 475,357 442,436 23,835 16,147 14,197 660,000 660,000 0 0 0 0 7 7 7 964,847 888,482 855,269 2,050,291 2,039,993 1,311,909 1,494,946 974,686 388,940 1,494,946 974,686 388,940 1,097,827 742,404 287,210 1,097,827 742,404 287,210 8,792 8,792 0 0 0 0 8,198 5,196 1,984 70,326 34,495 12,168 8,510 8,624 3,042 61,816 25,871 9,126 0 0 0 0 0 0 0 0 0 61,816 25,871 9,126 0.92 0.39 0.14 0.86 0.36 0.13 RESTATED PURSUANT TO REGULATION S-K, ITEM 601(c), TO CONFORM TO FAS 128. AMENDED TO CONFORM WITH THE REQUIREMENTS OF REGULATION S-K, ITEM 601(c), APPENDIX A. "EPS-PRIMARY" DENOTES BASIC EPS.
EX-27.3 5 AMENDED AND RESTATED FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE RESPECTIVE QUARTER THEN ENDED, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS 6-MOS 3-MOS SEP-29-1996 SEP-29-1996 SEP-29-1996 SEP-25-1995 SEP-25-1996 SEP-25-1995 JUN-30-1996 MAR-31-1996 DEC-31-1995 99,437 220,221 307,686 209,275 142,524 132,285 200,628 138,584 111,104 7,188 5,676 3,413 129,726 108,535 71,338 648,463 625,543 654,573 297,737 261,369 240,718 0 0 0 1,034,593 974,053 961,417 165,551 122,573 120,900 39,319 31,276 29,629 0 0 0 0 0 0 7 6 6 829,716 820,198 810,882 1,034,593 974,053 961,417 530,746 295,866 146,603 530,746 295,866 146,603 343,134 182,571 85,055 343,134 182,571 85,055 0 0 0 0 0 0 2,063 1,357 692 15,957 14,121 14,047 2,872 2,542 3,933 13,085 11,579 10,114 0 0 0 0 0 0 0 0 0 13,085 11,579 10,114 0.20 0.18 0.16 0.19 0.17 0.15 RESTATED PURSUANT TO REGULATION S-K, ITEM 601(c), TO CONFORM TO FAS 128. AMENDED TO CONFORM WITH THE REQUIREMENTS OF REGULATION S-K, ITEM 601(c), APPENDIX A. "EPS-PRIMARY" DENOTES BASIC EPS.
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