Current Report Filing (8-k)
September 30 2015 - 4:24PM
Edgar (US Regulatory)
UNITED STATES
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
September 28, 2015
Date of Report (Date of earliest event reported)
QUALCOMM Incorporated
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-19528 | | 95-3685934 |
(Commission File Number) | | (IRS Employer Identification No.) |
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5775 Morehouse Drive, San Diego, CA | | 92121 |
(Address of principal executive offices) | | (Zip Code) |
858-587-1121
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously disclosed, the Board of Directors of QUALCOMM Incorporated (the “Company”) decided not to renew the Amended and Restated Rights Agreement dated as of September 25, 2005 between the Company and Computershare Trust Company, N.A., as successor Rights Agent to Computershare Investor Services LLC, as amended (the “Rights Agreement”); and the Rights Agreement expired on its scheduled expiration date of September 25, 2015. On September 28, 2015, the Company filed with the Secretary of State of the State of Delaware a Certificate of Elimination eliminating from its Restated Certificate of Incorporation, as amended, the designation of certain shares of its preferred stock as Series A Junior Participating Preferred Stock, which had been designated for potential use in connection with the Rights Agreement. As a result, all shares of preferred stock previously designated as Series A Junior Participating Preferred Stock were eliminated and returned to the status of authorized but unissued shares of preferred stock, without designation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | | Description |
3.2 | | Certificate of Elimination of the Series A Junior Participating Preferred Stock of QUALCOMM Incorporated.
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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.
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| | | QUALCOMM INCORPORATED |
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Date: | September 28, 2015 | | By: | /s/ George S. Davis |
| | | | George S. Davis |
| | | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit No. | | Description |
3.2 | | Certificate of Elimination of the Series A Junior Participating Preferred Stock of QUALCOMM Incorporated.
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CERTIFICATE OF ELIMINATION OF THE
SERIES A JUNIOR PARTICIPATING PREFERRED
STOCK OF QUALCOMM INCORPORATED
Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (the “General Corporation Law”), QUALCOMM Incorporated (the “Corporation”), hereby certifies as follows:
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1. | That, pursuant to Section 151 of the General Corporation Law and authority granted in the Certificate of Incorporation of the Corporation, as theretofore amended, the Board of Directors of the Corporation, by resolutions duly adopted, authorized the issuance of a series of Four Million (4,000,000) shares of Series A Junior Participating Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock”), and established the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, and on October 17, 1995, filed a Certificate of Designation with respect to such Series A Preferred Stock in the office of the Secretary of State of the State of Delaware. |
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2. | That no shares of such Series A Preferred Stock are outstanding and no shares thereof will be issued subject to such Certificate of Designation. |
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3. | That the Board of Directors of the Corporation has adopted the following resolutions: |
WHEREAS, by resolution of the Board of Directors of QUALCOMM Incorporated, a Delaware corporation (the “Corporation”), and by a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”) filed in the office of the Secretary of State of the State of Delaware on October 17, 1995, the Corporation authorized the issuance of a series of Four Million (4,000,000) shares of Series A Junior Participating Preferred Stock, $0.0001 par value per share, of the Corporation (the “Series A Preferred Stock”) and established the powers, preferences and rights, and the qualifications, limitations or restrictions thereof; and
WHEREAS, as of the date hereof, no shares of such Series A Preferred Stock are outstanding and no shares of such Series A Preferred Stock will be issued subject to said Certificate of Designation; and
WHEREAS, it is desirable that all matters set forth in the Certificate of Designation with respect to such Series A Preferred Stock be eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation.
NOW, THEREFORE, BE IT RESOLVED, that all matters set forth in the Certificate of Designation with respect to such Series A Preferred Stock be eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation; and
RESOLVED FURTHER, that the officers of the Corporation be, and hereby are, authorized and directed to file a Certificate with the office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions, whereupon all matters set forth in the Certificate of Designation with respect to such Series A Preferred Stock shall be eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation.
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4. | That, accordingly, all matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation. |
IN WITNESS WHEREOF, QUALCOMM Incorporated has caused this Certificate to be executed by its duly authorized officer on September 28, 2015.
QUALCOMM INCORPORATED
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| | | By: | /s/ Donald J. Rosenberg |
| | | Name: | Donald J. Rosenberg |
| | | Office: | Executive Vice President, General Counsel and Corporate Secretary |
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