QUALCOMM INC files for common stock offer.March 21, 2000 17:16
Excerpted from S-3 filed on 03/21 by QUALCOMM INC:
QUALCOMM INC files for common stock offer.
SUBJECT TO COMPLETION, DATED MARCH 21, 2000
PROSPECTUS
6,048,337 SHARES
QUALCOMM INCORPORATED
COMMON STOCK
We are registering our common stock for resale by the selling stockholders
identified in this prospectus. We will not receive any of the proceeds from the
sale of shares by the selling stockholders. Our common stock is listed on the
Nasdaq National Market under the symbol "QCOM." On March 17, 2000, the last
reported sales price for our common stock, was $136.25 per share.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS," BEGINNING ON PAGE 2.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is March __, 2000.
(End of Item Excerpt)
(End of Item Excerpt)
USE OF PROCEEDS
We will not receive any proceeds from the resale of the shares of common
stock offered by the selling stockholders.
LEGAL MATTERS
Cooley Godward LLP will pass upon the validity of the issuance of the
common stock offered by this prospectus and other legal matters relating to the
offering.
20.
(End of Item Excerpt)
SELECTED CONSOLIDATED FINANCIAL DATA
The following statement of income and balance sheet data for the years ended
September 30, 1999 -- 1995 has been derived from the Company's audited financial
statements. The data should be read in conjunction with the annual financial
statements, related notes and other financial information included in the
Company's Annual Report on Form 10-K for the year ended September 26, 1999,
incorporated herein by reference.
YEARS ENDED SEPTEMBER 30,(1)
1999 1998 1997 1996 1995
(In thousands, except per share data)
Statement of Income Data:
Revenues $ 3,937,299 $ 3,347,870 $ 2,096,365 $ 813,850 $ 386,612
Operating expenses:
Cost of revenues 2,485,072 2,333,399 1,518,006 535,861 213,170
Research and development 381,139 349,483 235,922 162,340 80,171
Selling, general and administrative 425,941 410,347 236,188 123,085 72,672
Other(2) 240,007 11,976 8,792 -- --
Total operating expenses 3,532,159 3,105,205 1,998,908 821,286 366,013
Operating income (loss) 405,140 242,665 97,457 (7,436) 20,599
Interest expense (14,698) (8,058) (11,012) (3,354) (2,264)
Investment income (expense), net 24,576 (46,663) 45,266 37,417 21,545
Distributions on Trust Convertible
Preferred Securities of subsidiary trust (39,297) (39,270) (23,277) -- --
Other(3) (69,035) -- -- -- --
Income before income taxes 306,686 148,674 108,434 26,627 39,880
Income tax expense(4) (105,807) (40,142) (16,500) (5,600) (9,700)
Net income $ 200,879 $ 108,532 $ 91,934 $ 21,027 $ 30,180
=========== =========== =========== =========== ===========
Net earnings per common share(5):
Basic $ 0.34 $ 0.20 $ 0.17 $ 0.04 $ 0.07
Diluted $ 0.31 $ 0.18 $ 0.16 $ 0.04 $ 0.07
Shares used in per share calculations(5):
Basic 594,714 553,623 538,681 524,460 427,333
Diluted 649,889 591,697 575,097 562,678 460,456
BALANCE SHEET DATA:
Cash, cash equivalents and investments $ 1,684,926 $ 303,324 $ 808,858 $ 354,281 $ 578,996
Working capital 2,101,861 655,611 982,117 425,231 599,633
Total assets 4,534,950 2,566,713 2,274,680 1,185,330 940,717
Bank lines of credit 112,000 151,000 110,000 80,700
Other debt and capital lease obligations 3,894 6,921 10,967 13,142 39,494
Company-obligated mandatorily redeemable
Trust Convertible Preferred Securities
of a subsidiary trust holding solely
debt securities of the Company 659,555 660,000 660,000 -- --
Total stockholders' equity 2,871,755 957,596 1,024,178 844,913 799,617
(End of item excerpt.)
(End of Item Excerpt)
SELLING STOCKHOLDERS
We are registering for resale certain shares of our common stock held by
the selling stockholders identified below. The following table sets forth:
- the name of the selling stockholders;
- the number and percent of shares of our common stock that the
selling stockholders beneficially owned prior to the offering for
resale of any of the shares of our common stock being registered by
the registration statement of which this prospectus is a part;
- the number of shares of our common stock that may be offered for
resale for the account of the selling stockholders pursuant to this
prospectus; and
- the number and percent of shares of our common stock to be held by
the selling stockholders after the offering of the resale shares
(assuming all of the resale shares are sold by the selling
stockholders).
This information is based upon information provided by selling stockholders,
schedules 13G and/or other public documents filed with the SEC, and assumes the
sale of all of the resale shares by the selling stockholders. The term "selling
stockholders" includes the stockholders listed below and their transferees,
pledgees, donees or other successors. The applicable percentages of ownership
are based on an aggregate of 732,086,102 shares of common stock issued and
outstanding as of March 13, 2000.
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED OWNED
PRIOR TO OFFERING NUMBER OF AFTER OFFERING
----------------- SHARES BEING -------------------
SELLING STOCKHOLDERS NUMBER PERCENT OFFERED NUMBER PERCENT
Stephen L. Poizner 1,415,337 * 1,415,337 0 0
OS Ventures 1,063,670 * 1,063,670 0 0
Benchmark Capital Partners, L.P. 731,486 * 731,486 0 0
Motorola, Inc. 416,420 * 416,420 0 0
AT Investco LLC 391,924 * 391,924 0 0
Norman F. Krasner 252,008(1) * 239,663 12,345(1) *
TI Ventures, L.P. 228,623 * 228,623 0 0
Robert R. Maxfield, Trustee of the
Robert R. Maxfield 1987 Separate
Property Trust 235,328(18) * 189,168 46,160 *
Craig W. Johnson 135,243 * 135,243 0 0
Portola Valley Ventures 114,084 * 114,084 0 0
H&Q SnapTrack Investors, L.P. 108,596 * 108,596 0 0
Benchmark Founders' Fund, L.P. 101,710 * 101,710 0 0
Ellen Kirk 95,830 * 95,830 0 0
MMC/GATX Partnership No. 1 86,193(17) 86,193(17) 0 0
Walter T. Bell 98,188(2) * 81,086 17,102(2) *
Linda Krasner 47,177 * 47,177 0 0
M. Kenneth Oshman 47,177 * 47,177 0 0
VLG Investments 1995 47,177 * 47,177 0 0
Bruce Wilson 37,742 * 37,742 0 0
Burton J. McMurtry, Trustee of the
McMurtry Family Trust dated
8/4/82 34,310 * 34,310 0 0
Jack and Norma Melchor 28,306 * 28,306 0 0
Richard Girerd 20,433 * 20,033 400 *
(End of item excerpt.)
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