Attached files

file filename
EX-1.1 - EX-1.1 - QUALCOMM INC/DEd206169dex11.htm

 

 

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)

 

000-19528   95-3685934

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5775 Morehouse Drive, San Diego, CA   92121
(Address of principal executive offices)   (Zip Code)

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))

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 8.01. Other Events.

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 Company’s Floating Rate Notes due 2019, $500,000,000 in aggregate principal amount of the Company’s Floating Rate Notes due 2020, $500,000,000 in aggregate principal amount of the Company’s Floating Rate Notes due 2023, $1,250,000,000 in aggregate principal amount of the Company’s 1.850% Notes due 2019, $1,500,000,000 in aggregate principal amount of the Company’s 2.100% Notes due 2020, $1,500,000,000 in aggregate principal amount of the Company’s 2.600% Notes due 2023, $1,500,000,000 in aggregate principal amount of the Company’s 2.900% Notes due 2024, $2,000,000,000 in aggregate principal amount of the Company’s 3.250% Notes due 2027 and $1,500,000,000 in aggregate principal amount of the Company’s 4.300% Notes due 2047 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. 333-203935), 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. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

1.1    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


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.

 

  QUALCOMM Incorporated
    Date: May 22, 2017     By:  

/s/ George S. Davis

    George S. Davis
    Executive Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit
No.

  

Description

1.1    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