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Technology Stocks : Qualcomm Incorporated (QCOM) -- Ignore unavailable to you. Want to Upgrade?

To: LBstocks who wrote (48507)	11/8/1999 5:02:00 PM
From: Poet	Respond to of 152472

I hate it when you play thread police, too! Oy! I make one OT post here and I'm stomped. Is this the G&K? I thought I was on the QCOM thread..... <GG>

To: LBstocks who wrote (48507)	11/8/1999 5:40:00 PM
From: S100	Read Replies (2) \| Respond to of 152472

QUALCOMM INC/DE Form: PRES14A Filing Date: 11/8/99 Parts follow, complete document at freeedgar.com --------------- NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 20, 1999 PROPOSAL 1 APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK The Board of Directors has adopted, subject to stockholder approval, an amendment to the Company's Restated Certificate of Incorporation to increase the Company's authorized number of shares of Common Stock from 300,000,000 shares to 3,000,000,000 shares. Principal Effects of the Amendment. The additional Common Stock to be authorized by adoption of the amendment would have rights identical to the currently outstanding Common Stock of the Company. Adoption of the proposed amendment and issuance of the Common Stock would not affect the rights of the holders of currently outstanding Common Stock of the Company, except for effects incidental to increasing the number of shares of the Company's Common Stock outstanding, such as dilution of the earnings per share and voting rights of current holders of Common Stock. If the amendment is adopted, it will become effective upon filing of a Certificate of Amendment of the Company's Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. PROPOSAL 2 APPROVAL OF FOUR-FOR-ONE STOCK SPLIT The Board of Directors has adopted, subject to stockholder approval, an amendment to the Company's Restated Certificate of Incorporation to effect a four-for-one stock split pursuant to which each share of the Company's Common Stock outstanding as of the end of business on the date of the Special Meeting will be split into four shares of Common Stock (the "Stock Split"). Reasons for the Stock Split. The objectives of the Stock Split are to shift the trading range of the Common Stock to a level that will facilitate increased trading activity and encourage round lot trading, all of which may be expected to increase the liquidity and broaden the marketability of the Common Stock. For these reasons, and due to the Company's growth and strong performance in fiscal 1999, the Board has determined that the Stock Split would be in the best interests of the Company and its stockholders. The Board of Directors has reserved the right, in the event it determines at any time prior to the Special Meeting that the proposed Stock Split is not in the best interests of the Company's stockholders, to abandon the proposed Stock Split, without any further action or approval by the stockholders. Principal Effects. The Stock Split will not affect the stockholders' proportionate equity interests in the Company or the rights of stockholders with respect to each share of Common Stock as to voting, dividends and other matters. Since there is no consideration received by the Company in connection with the Stock Split, the overall capital of the Company will not change as a result of the Stock Split. The complete text of the Certificate of Amendment to the Restated Certificate that would be filed with the office of the Secretary of State of the State of Delaware to effect the Common Stock Amendment is set forth in Exhibit A to this Proxy Statement; provided, however that such text is subject to amendment to include such changes as may be required by the office of the Secretary of State of the State of Delaware and as the Board deems necessary and advisable to effect the Common Stock Amendment. Effective Date; Delivery of New Certificates. If the Stock Split is approved by the stockholders, it will become effective upon the filing of a Certificate of Amendment of the Restated Certificate of Incorporation with the Secretary of the State of the State of Delaware which is expected to be effective as of the end of business on the date of the Special Meeting (the "Stock Split Record Date"). Subject to such approval, on or about December 30, 1999 (the "Stock Split Payment Date"), the Company will mail a certificate representing three additional shares of Common Stock for each share held on the Stock Split Record Date to