Mitchell, I e-mailed the VP/Treasurer of Qualcomm today and asked him to take a look at your reply(that I'm now responding to) as well as my reply#1753. He did so and wanted very much to post a correction right here in SI to you but he wasn't an registered member(boy they're careful with a buck! -g-). He asked me if I would please post this portion of his e-mail to me:
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To readers of this bulletin board,
OK - My fault! I apologize to Craig Siebels and other readers in stating
that QUALCOMM had not issued Reg. S securities. I WAS WRONG. In March
1997, QUALCOMM issued Trust Convertible Preferred Securities pursuant to
Reg. S.
The reasons for my error were (1) my ignorance of the broad coverage of
Reg. S, (2) my inattention to the filing status of the Trust Convertible
Preferred Securities, and (3) my extensive knowledge of another company in
the telecom industry that routinely issued stock at a discount to offshore
investors under Reg. S. More accurately, this approach can be described as
"...offshore transactions to non-U.S. persons (as defined in Regulation
S)...<with> no direct selling efforts...in the United States by the
Company, a distributor, any of their respective affiliates, or any person
acting on behalf of the foregoing."
The main point I meant to convey to Craig was that QUALCOMM has not issued
stock to offshore investors in the manner described above. Such offerings
have been used by companies which are struggling to survive financially,
and this is certainly NOT the case with QUALCOMM. Our company is
financially very healthy and profitable. QUALCOMM's Trust Preferred
Convertible Securities were disclosed to U.S. investors in several news
releases and SEC filings, and they were marketed and sold to qualified U.S.
investors.
Richard F. Grannis
VP and Treasurer
QUALCOMM Incorporated
rgrannis@qualcomm.com
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So you get the gist of it. QCOM's portion that was Reg S was reported in advance of its offering/closing and was sold to qualified U.S. buyers whereas WIND's Reg S was much more in line with the type of offering Mr. Grannis alluded to -- that is, no prior disclosure and sold to non-U.S. buyers. Hope this helps.
Ramsey -- I'd still like to hear about Lam's Reg S offering as well as the NXTL one. The URL's will do fine. BTW -- I scoured the Lam SEC documents and (using my new improved Find function) couldn't come up with the phrase "Regulation S" anywhere. I will check NXTL's filings now.
BTW -- For all of you who like to get the jump on these filings go to:
freeedgar.com
You can(for free) be alerted as soon as a document is filed with the SEC. The alert is by e-mail which can(at least in Eudora Light) be filtered right into a box called, let's say "WIND SEC Filings". The e-mail will then contain a hyperlinked URL to the filing such that you click on your mail, your browser then opens up and there's the SEC document, voila! Pretty neat stuff.
Craig |
