Current Report Filing (8-k)
May 11 2020 - 6:01AM
Edgar (US Regulatory)
0000804328
false
QUALCOMM INC/DE
0000804328
2020-05-05
2020-05-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
May 6, 2020
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)
000-19528
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95-3685934
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(Commission File Number)
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(IRS Employer Identification No.)
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5775 Morehouse Drive, San Diego, CA
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92121
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(Address of principal executive offices)
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(Zip Code)
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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:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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QCOM
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Nasdaq Stock Market
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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On May 8, 2020, QUALCOMM Incorporated (the
Company) executed an Officers’ Certificate (the Officers’ Certificate), in accordance with Sections 2.02, 2.03, 10.04
and 10.05 of the Indenture dated May 20, 2015 (the Base Indenture and, together with the Officers’ Certificate, the Indenture)
between the Company and U.S. Bank National Association, as trustee (the Trustee), in connection with the sale of $1,200,000,000
in aggregate principal amount of the Company’s 2.150% Notes due 2030 (the 2030 Notes) and $800,000,000 in aggregate principal
amount of the Company’s 3.250% Notes due 2050 (the 2050 Notes and, together with the 2030 Notes, the Notes). The 2030 Notes
mature on May 20, 2030 and the 2050 Notes mature on May 20, 2050, unless earlier repurchased or redeemed, if applicable. The Notes
are the Company’s senior unsecured obligations and rank equally with the Company’s other senior debt from time to time
outstanding.
The 2030 Notes will bear interest at the
rate of 2.150% per year and the 2050 Notes will bear interest at the rate of 3.250% per year. Interest on the Notes will be payable
semiannually on May 20 and November 20 of each year, beginning on November 20, 2020. The Company will make each interest payment
to the holders of record on the immediately preceding May 1 or November 1, respectively.
The Company may redeem some or all of the
notes of each series of Notes at the applicable redemption price, as described in the applicable form of Note.
The Indenture contains customary events
of default with respect to the Notes, including failure to make required payments, failure to comply with certain agreements or
covenants, and certain events of bankruptcy and insolvency. Events of default under the Indenture arising from certain events of
bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the Notes. If any other event of default
under the Indenture occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare the acceleration of the amounts due under the Notes.
The foregoing description of the Notes
and the Indenture is qualified in its entirety by reference to the full text of the Indenture, which is incorporated herein
by reference to Exhibit
4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on May 21,
2015, the Officers’ Certificate, which is included as Exhibit 4.2 to this report, and the forms of Notes, which are
included as Exhibits 4.3 and 4.4 to this report, and each of which is incorporated into this Current Report on Form 8-K.
Item 8.01. Other Events.
On May 6, 2020, the Company entered
into an underwriting agreement (the Underwriting Agreement) with BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P.
Morgan Securities LLC, on behalf of the several Underwriters listed in Schedule I thereto (the Underwriters) pursuant to
which the Company agreed to issue and sell the Notes to the Underwriters in a registered public offering (the Offering). The
Offering was pursuant to the Company’s shelf registration statement on Form S-3 (Registration File No. 333-225063),
filed with the SEC on May 21, 2018. For a complete description of the terms and conditions of the Underwriting Agreement,
please refer to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No
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Description
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1.1
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Underwriting Agreement, dated May 6, 2020, among QUALCOMM Incorporated, BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC
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4.1
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Indenture, dated May 20, 2015, between QUALCOMM Incorporated and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to QUALCOMM Incorporated’s Current Report on Form 8-K filed with the SEC on May 21, 2015)
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4.2
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Officers’ Certificate, dated May 8, 2020, for the 2030 Notes and the 2050 Notes
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4.3
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Form of 2030 Notes
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4.4
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Form of 2050 Notes
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5.1
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Opinion of Cravath, Swaine & Moore LLP, relating to the notes (including the consent required with respect thereto)
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104
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Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101
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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: May 8, 2020
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By:
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/s/ Akash Palkhiwala
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Akash Palkhiwala
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Executive Vice President and Chief
Financial Officer
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