Current Report Filing (8-k)
May 23 2017 - 6:04AM
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
May 19, 2017
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
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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
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
On May 19, 2017, QUALCOMM Incorporated (the Company) entered into an
underwriting agreement (the Underwriting Agreement) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the Representatives), on behalf of the several Underwriters listed
in Schedule I thereto (the Underwriters) pursuant to which the Company agreed to issue and sell to the Underwriters $750,000,000 in aggregate principal amount of the Companys Floating Rate Notes due 2019, $500,000,000 in aggregate principal
amount of the Companys Floating Rate Notes due 2020, $500,000,000 in aggregate principal amount of the Companys Floating Rate Notes due 2023, $1,250,000,000 in aggregate principal amount of the Companys 1.850% Notes due 2019,
$1,500,000,000 in aggregate principal amount of the Companys 2.100% Notes due 2020, $1,500,000,000 in aggregate principal amount of the Companys 2.600% Notes due 2023, $1,500,000,000 in aggregate principal amount of the Companys
2.900% Notes due 2024, $2,000,000,000 in aggregate principal amount of the Companys 3.250% Notes due 2027 and $1,500,000,000 in aggregate principal amount of the Companys 4.300% Notes due 2047 in a registered public offering (the
Offering). The Offering was pursuant to the Companys shelf registration statement on Form
S-3
(Registration File
No. 333-203935),
filed with the Securities
and Exchange Commission on May 7, 2015 (the Registration Statement). 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.
This Current Report on Form
8-K
and the exhibits thereto are
incorporated by reference into the Registration Statement.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated May 19, 2017, among QUALCOMM Incorporated, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith 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: May 22, 2017
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By:
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/s/ George S. Davis
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George S. Davis
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated May 19, 2017, among QUALCOMM Incorporated, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated
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