Filed Pursuant to Rule 424(b)(3)
File No. 333-32926
PROSPECTUS
5,900,903 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 29, 2000, the last
reported sales price for our common stock, was $157.50 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 30, 2000.
QUALCOMM INCORPORATED
We are a leading provider of digital wireless communications products,
technologies and services. We design, develop and market Code Division Multiple
Access (CDMA) chipsets and system software. We also license and receive royalty
payments on our CDMA technology from major domestic and international
telecommunications equipment suppliers. In addition, we design, manufacture, and
market products and provide services for our OmniTRACS system. We also have
contracts with Globalstar L.P. (Globalstar) to design, develop and manufacture
subscriber products and ground communications systems and to provide other
development services for the Globalstar's low-earth orbit satellite system (the
Globalstar System).
Our principal executive offices are located at 5775 Morehouse Drive, San
Diego, California 92121-1714, and our telephone number is (858) 587-1121. Our
website is located at http://www.qualcomm.com. Information contained on our
website is not part of this prospectus.
1.
RISK FACTORS
An investment in our shares as offered in this prospectus involves a high
degree of risk. The SEC allows us to "incorporate by reference" information that
we file with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and information that we file later
with the SEC will periodically update and supersede this information. In
deciding whether to purchase shares of our common stock, you should carefully
consider the following risk factors, in addition to other information contained
in this prospectus as well as any other documents incorporated by reference into
this prospectus. This prospectus also contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from
those discussed here or incorporated by reference. Factors that could cause or
contribute to differences in our actual results include those discussed in this
section, as well as those discussed elsewhere in this prospectus and in other
documents incorporated by reference into this prospectus. Although we have
experienced an increase in both revenues and profitability over the last several
years, we have experienced and may continue to experience quarterly variability
in operating results. As a result, we cannot assure you that we will be able to
sustain profitability on a quarterly or annual basis in the future. Our future
results will depend in part on the following factors:
Delays or Defects in the Manufacture of Our CDMA Products Would Adversely Affect
Our Business.
The manufacture of ASIC chipsets and other wireless communications
products is a complex and precise process involving specialized manufacturing
and testing of equipment and procedures. Demand for, and our revenues from, CDMA
wireless communications products increased substantially during fiscal 1999. Our
manufacturing capacity and the manufacturing capacity of our suppliers is a
critical element in meeting this demand. We cannot assure you that we will be
able to effectively meet customer demand in a timely manner. Factors that could
materially and adversely affect our ability and our suppliers' ability to meet
production demand include defects or impurities in the components or materials
used, delays in the delivery of such components or materials, or equipment
failures or other difficulties. We experienced component shortages in the last
half of fiscal 1999. We expect shortages will continue, to some degree, in the
first half of fiscal 2000, which could adversely affect our operating results.
We may experience component failures or defects which could require significant
product recalls, reworks and/or repairs which are not covered by warranty
reserves and which could consume a substantial portion of our manufacturing
capacity.
We May Engage in Strategic Transactions Which Could Adversely Affect Our
Business.
From time to time we consider strategic transactions and alternatives with
the goal of maximizing stockholder value. For example, in September 1998 we
completed the spin-off of Leap Wireless International (Leap Wireless), in May
1999 we completed the sale of our terrestrial CDMA wireless infrastructure
business to Telefonaktiebolaget LM Ericsson (Ericsson), and in February 2000 we
completed the sale of our terrestrial-based wireless CDMA phone business to
Kyocera Corporation (Kyocera). In addition, in March 2000 we completed the
acquisition of SnapTrack, Inc., a developer of wireless position location
technology. We will continue to evaluate other potential strategic transactions
and alternatives which we believe may enhance stockholder value. These
additional potential transactions may include a variety of different business
arrangements, including spin-offs, acquisitions, strategic partnerships, joint
ventures, restructurings, divestitures, business combinations and investments.
We cannot assure you that any such transactions will be consummated on favorable
terms or at all, will in fact enhance stockholder value, or will not adversely
affect our business or the trading price of our stock. Any such transaction may
require us to incur non-recurring or other charges and may pose significant
integration challenges and/or management and business disruptions, any of which
could materially and adversely affect our business and financial results.
Our International Business Activities Subject Us to Risks that Could Adversely
Affect Our Business.
A significant part of our strategy involves our continued pursuit of
growth opportunities in a number of international markets. In many international
markets, barriers to entry are created by long-standing relationships between
our potential customers and their equipment providers and protective
regulations, including local content and service requirements. In addition, our
pursuit of such international growth opportunities may require significant
2.
investments for an extended period before we realize returns, if any, on our
investments. Our projects and investments could be adversely affected by:
- reversals or delays in the opening of foreign markets to new
competitors;
- unexpected changes in regulatory requirements;
- export controls, tariffs and other barriers;
- exchange controls;
- currency fluctuations;
- investment policies;
- nationalization, expropriation and limitations on repatriation
of cash;
- social and political risks;
- taxation; and
- other factors, depending on the country in which such
opportunity arises.
Our revenues from international customers as a percentage of total
revenues were approximately as follows in each of the fiscal years presented:
YEAR % OF TOTAL REVENUES
1995 20%
1996 36%
1997 30%
1998 34%
1999 38%
In addition to the general risks associated with our international sales
and operations, we will also be subject to risks specific to the individual
countries in which we do business. We have significant sales in Asian countries
with the largest concentration to South Korean customers. Sales to one South
Korean customer, Samsung Electronics Company, by QCT and QTL segments comprised
9%, 11% and 9% of consolidated revenues in fiscal 1999, 1998 and 1997,
respectively. At September 30, 1999, South Korean customer receivables generally
were in accordance with agreed payment terms.
Our Results of Operations May Be Harmed by Foreign Currency Fluctuations.
We are exposed to risk from fluctuations in foreign currency which could
impact our results of operations and financial condition. Financial instruments
held by our consolidated subsidiaries and equity method investees which are not
denominated in the functional currency of those entities are subject to the
effects of currency fluctuations, which may affect reported earnings. As a
global concern, we face exposure to adverse movements in foreign currency
exchange rates. Exposures to emerging market currencies may increase as we
expand into such markets. At the present time, we only hedge those currency
exposures associated with certain assets and liabilities denominated in
nonfunctional currencies and certain anticipated nonfunctional currency
transactions. As a result, we could suffer unanticipated gains or losses on
anticipated foreign currency cash flows, as well as economic losses with respect
to the recoverability of our investments. During fiscal 1999, a significant
devaluation of the Brazilian real resulting in a $25 million translation loss,
was recorded as a component of other comprehensive income. We cannot assure you
that foreign currency fluctuations which result in economic loss will not occur
in the future.
3.
While we hedge certain transactions with non-U.S. customers, declines in
currency values in certain regions may, if not reversed, adversely affect future
product sales because our products may become more expensive to purchase in the
countries of the affected currencies. Our financing is generally
dollar-denominated. Any significant change in the value of the dollar against
the debtors' functional currencies could result in an increase in the debtors'
cash flow requirements and could thereby affect our ability to collect our
receivables. Significant foreign currency fluctuations would have an adverse
effect on our results of operations, liquidity and financial position.
If We Are Unable to Manage Growth in Our Business, Our Business Will Suffer.
We have experienced and continue to experience rapid domestic and
international growth that has placed, and is expected to continue to place,
significant demands on our managerial, operational and financial resources. In
order to manage this growth, we have continued to improve and expand our
management, operational and financial systems and controls, including quality
control and delivery and service capabilities, and need to continue to do so. We
also need to continue to expand, train and manage our employee base. In
particular, we must carefully manage production and inventory levels to meet
product demand, new product introductions and product transitions. We cannot
assure you that we will be able to timely and effectively meet such demand and
maintain the quality standards required by our existing and potential customers.
In addition, inaccuracies in our demand forecasts could quickly result in
either insufficient or excessive inventories and disproportionate overhead
expenses. Our international expansion plans will require us to establish, manage
and control operations in countries where we have limited or no operating
experience. We cannot assure you that our revenues will grow faster than our
expenses. We must also continue to hire and retain qualified technical,
engineering and other personnel in the face of strong demand from our
competitors and others for such individuals. If we ineffectively manage our
growth or are unsuccessful in recruiting and retaining personnel, this could
have a material adverse effect on our results of operations, liquidity and
financial position.
Our business growth may also occur through acquisitions or other business
combinations. Our inability to effectively integrate and/or combine these new
arrangements could have a material adverse effect on our results of operations,
liquidity and financial position.
Our Business Depends on Sales to Certain Key Customers.
CDMA TECHNOLOGIES SEGMENT (QCT)
We design and supply CDMA chipsets and software solutions to handset and
infrastructure manufacturers. In order to generate revenues and profits from
sales of chipset and software products, we must continue to make substantial
investments and technological innovations, which are subject to a number of
risks and uncertainties. Other digital wireless technologies, particularly
Global System for Mobile Communications (GSM) technology, have been more widely
adopted to date than CDMA, and we cannot assure you that wireless service
providers will select CDMA for their networks or the growth pattern of CDMA
subscribers will continue.
CDMA chipset product revenue is, and is expected to continue to be,
concentrated with a limited number of customers. As a result, our performance
will depend on relatively large orders from a limited number of customers.
Certain of these customers are licensees and have the right to manufacture CDMA
chipsets for their own use. We cannot assure you that one or more significant
QCT chipset customers will not begin to manufacture their own CDMA chipsets, or
that other chipset manufacturing licensees will not begin the manufacture and
sale of CDMA chipsets to current key customers of QCT. Our performance will also
depend on the ability to gain additional customers within existing and new
wireless markets. In fiscal 1999, three CDMA chipset customers accounted for
approximately 50% of the segment's revenues. The loss of any significant
existing customer or failure to gain additional customers could have a material
adverse effect on our results of operations, liquidity and financial position.
4.
TECHNOLOGY LICENSING SEGMENT (QTL)
In order to generate revenues from licensing, licensees must continue to
produce and sell licensed communications devices in significant volumes. There
is no assurance that the demand for such wireless devices will continue. The
reduction in such demand, the loss of key existing licensees, or our failure to
gain additional licensees could have a material adverse effect on our results of
operations, liquidity and financial position.
WIRELESS SYSTEMS SEGMENT (QWS)
Our sales to Globalstar accounted for 46% of the Wireless Systems segment
revenue in 1999. To remain competitive in the handset business for the
Globalstar System, new products must be first to market and in quantities that
meet market demand at an acceptable price. We cannot guarantee that carrier
demand will materialize or that we will be able to meet carrier demand at prices
that will be competitive with products in demand at a particular point in time.
Our Business May Be Harmed if Our Customers Do Not Repay Vendor Financing.
To the extent vendor financing is not repaid to us, it could have a
material adverse effect on our results of operations, liquidity and financial
position. We cannot assure you that our customers will not default on any
financing arranged or provided by us for the purchase of our CDMA products and
services, as well as future financing arrangements related to the sale of our
terrestrial CDMA wireless infrastructure business.
Wireless and satellite systems operators increasingly have required
suppliers like us to arrange or provide long-term financing or provide equity to
them as a condition to obtaining or bidding on projects. Many domestic and
international wireless network operators to whom we have provided vendor
financing, including Globalstar, have limited operating histories, are faced
with significant capital requirements, are highly leveraged and have limited
financial resources.
In addition to the vendor financing provided to our customers, we have
substantial funding requirements to Ericsson. In May 1999, we sold our
terrestrial CDMA wireless infrastructure business to Ericsson. Pursuant to the
agreement with Ericsson, we will extend financing for possible future sales by
Ericsson of infrastructure equipment and related services to specific customers
in certain geographic areas, including Brazil, Chile, Mexico and Russia or in
other areas selected by Ericsson. This commitment totaled approximately $355
million at December 26, 1999. The financing is subject to the customers meeting
certain conditions established in the financing arrangements and, in most cases,
to Ericsson also financing a portion of such sales.
Due to currency fluctuations and international risks, foreign operators
may become unable to pay vendor debts from revenues generated from their
infrastructure projects that are denominated in local currency. Further, we may
not be permitted to retain a security interest in any licenses held by foreign
wireless operators. These licenses initially may constitute the primary asset of
many licensees. To the extent that vendor financing is not repaid to us, it
could have a material adverse effect on our results of operations, liquidity and
financial position.
We May Need Additional Capital in the Future, and Such Additional Financing May
Not Be Available.
The design, development, manufacture and marketing of digital wireless
communication products and services are highly capital intensive. We may be
required to raise additional funds from a combination of sources including
potential debt or equity issuances. We cannot assure you that additional
financing will be available on reasonable terms or at all. In addition, our
credit facility places restrictions on our ability to incur additional
indebtedness which could adversely affect our ability to raise additional
capital through debt financing.
Our Business May Be Harmed if Leap Wireless Does Not Meet its Repayment
Obligations Under its Senior Discount Notes.
We hold $150 million of Leap Wireless' Senior Discount Notes, maturing in
April 2010. We cannot assure you that Leap Wireless will be able to meet its
obligations under the Senior Discount Notes. If Leap Wireless is
5.
unable to meet its obligations under the Senior Discount Notes, our results of
operations, liquidity and financial position may be materially adversely
affected.
Our Industry Is Subject to Rapid Technological Change, and We Must Keep Pace
With the Changes to Successfully Compete.
The market for our products is characterized by many factors, including:
- rapid technological advances and evolving industry standards;
- changes in customer requirements;
- frequent new products and enhancements; and
- evolving methods of building and operating communications
systems.
The introduction of products embodying new technologies and the emergence
of new industry standards could render our existing products, and products
currently under development, obsolete and unmarketable.
Our future success will depend on our ability to continue to develop and
introduce new products and product enhancements on a timely basis. As with our
research and development efforts on high data rate (HDR) technology, there could
be risks associated with obtaining manufacturers and operators for HDR. Our
future success will also depend on our ability to keep pace with technological
developments, satisfy varying customer requirements and achieve market
acceptance. If we fail to anticipate or respond adequately to technological
developments or customer requirements, or experience any significant delays in
product development, introduction or shipment of our products in commercial
quantities, our competitive position could be damaged. This could have a
material adverse effect on our results of operations, liquidity and financial
position. In addition, new technological innovations generally require a
substantial investment before they are commercially viable.
If Our Industry Does Not Deploy CDMA Standards, Our Business May Suffer.
Industry and government participants of the International
Telecommunications Union (ITU) and regional standards development organizations
(SDOs) are currently considering a variety of standards which may be utilized in
third generation wireless networks. We are advocating the standardization of
CDMA-based third generation standards that accommodate equally the dominant
network standards in use today - GSM-Mobile Application Part (GSM-MAP) and
American National Standards Institute ANSI-41. In 1999, the Operator's
Harmonization Group (OHG) agreed to a global third generation CDMA standard,
which would offer network operators three CDMA modes of operation -- CDMA
Multi-Carrier, which includes both 1xMC Radio Transmission Technology (RTT) and
3xMC RTT per the original cdma2000 submission to the ITU; CDMA Direct Spread,
which is a modified version of the earlier W-CDMA RTT proposal from the European
Telecommunication Standards Institute (ETSI) and the Japanese Association of
Radio Industries and Business (ARIB); and a Time Division Duplex (TDD) mode for
use in unpaired bands of spectrum. Significantly, we believe the third
generation standard will be interoperable with both GSM-MAP and ANSI-41
networks. The third generation CDMA standard, with these three modes, has since
been approved by the relevant ITU Study Group, and we anticipate that it will
receive final approval by the ITU Radio Communications Assembly and be adopted
as a third generation standard by the regional SDOs.
We cannot assure you that we will be successful in promoting the worldwide
deployment of the CDMA standards. We believe that our CDMA patent portfolio is
applicable to all CDMA systems that conform to approved third generation
standards. We have informed standards bodies and the ITU that we hold essential
intellectual property rights for the third generation proposals based on CDMA.
Further, we intend to vigorously enforce and protect our intellectual property
position against any infringement. However, we cannot assure you that our CDMA
patents will be determined to be applicable to any proposed standard or that we
will be able to redesign our products on a cost-effective and timely basis to
incorporate next generation wireless technology. If the wireless industry adopts
next generation standards which are incompatible with our intellectual property,
this could have a material adverse effect on our results of operations,
liquidity and financial position.
6.
The Inadequacy of Our Intellectual Property Protection Could Adversely Affect
Our Business.
We rely on a combination of patents, copyrights, trade secrets, trademarks
and proprietary information to maintain and enhance our competitive position.
The vast majority of such patents and patent applications relate to our CDMA
digital wireless technology and much of the remainder of such patents and patent
applications relate to our OmniTRACS products. We also actively pursue patent
protection in other countries of interest to us. We cannot assure you that the
pending patent applications will be granted or that our patents or copyrights
will provide adequate protection.
Despite our extensive patent position and the license agreements we have
entered into with Ericsson and others which provide for royalties payable to us
for certain products employing such CDMA standards, there can be no assurance
that our CDMA patents will be determined to be applicable to any proposed
standard. The adoption of next generation CDMA standards, if any, which are
determined not to rely on our patents could have a material adverse effect on
our results of operations, liquidity and financial position.
We cannot assure you that the confidentiality agreements upon which we
rely to protect our trade secrets and proprietary information will be adequate.
The cost of defending our intellectual property has been and may continue to be
significant.
Third-Party Claims of Infringement of Their Intellectual Property Could
Adversely Affect Our Business.
From time to time, certain companies may assert exclusive patent,
copyright and other intellectual proprietary rights to technologies that are
claimed to be important to the industry or to us. In addition, from time to time
third parties provide us with copies of their patents relating to wireless
products and components and offer licenses to such technologies. We evaluate
such patents and the advisability of obtaining such licenses. If any of our
products were found to infringe on protected technology, we could be required to
redesign such products, license such technology, and/or pay damages or other
compensation to the infringed party. If we are unable to license protected
technology used in our products or if we were required to redesign such
products, we could be prohibited from making and selling such products.
A number of third parties have claimed to own patents essential to various
proposed third generation CDMA standards and have committed to license such
patents on a reasonable and nondiscriminatory basis. If we and other product
manufacturers are required to obtain additional licenses and/or pay royalties to
one or more patent holders, this could have a material adverse effect on the
commercial implementation of our CDMA technology or our product margins or
profitability.
We are currently engaged in patent and other infringement litigation
relating to our technology and products.
7.
If the Commercial Rollout of the Globalstar System is Delayed or the System is
Undersubscribed, Our Business May Be Harmed.
We have entered into a number of development and manufacturing contracts
involving the Globalstar System. Our development agreement provides for the
continuing development of the ground communications stations, known as gateways,
and phones for the Globalstar System. Our manufacturing agreements cover the
sale, deployment and support of gateways and phones. Globalstar has launched
commercial service throughout North America and in several countries worldwide,
but there is no certainty that the anticipated market for the Globalstar System
will develop. If the ramp up of the remaining gateways is significantly delayed,
or the volume of subscribers is less than projected, Globalstar will be required
to raise additional funds to cover the costs of operation and Globalstar's debt
service. The failure of other satellite telecommunications systems may impair
Globalstar's ability to raise capital, or increase the cost of funds. Lower
subscriber enrollment up may also cause service providers to delay rollout in
various areas, or cause Globalstar to lower airtime rates or subsidize phone
sales, further impacting system revenue.
The Globalstar System is exposed to the risks inherent in a large-scale
complex telecommunications system employing advanced technologies which have
never been integrated in a single system for commercial use. The failure of the
system, or any of its diverse and dispersed elements, to perform as planned in
the commercial environment could delay or impact the completion of commercial
rollout. There are also risks inherent in deploying a system of this type
internationally, including complex distribution and support networks and
regulatory requirements. Globalstar, its service providers or critical vendors
may encounter various problems, delays and expenses, many of which may be beyond
Globalstar's control.
The value of our investment in and future business with Globalstar, as
well as our ability to collect outstanding receivables from Globalstar, depend
on the successful penetration by Globalstar of its projected market. As of
December 26, 1999, receivables from Globalstar totaled approximately $594
million, and we expect to finance an additional $104 million. A substantial
shortfall in meeting Globalstar's projections could prevent completion of the
commercialization of the Globalstar System, including further development and
deployment of additional gateways, as well as impact the sale of phones, which
could adversely affect our results of operations, liquidity and financial
position.
The Loss of Third-Party Suppliers Could Adversely Affect Our Business.
CDMA TECHNOLOGIES SEGMENT (QCT)
We are highly reliant upon suppliers to produce our proprietary CDMA
chipsets for sale to our licensees for use in their products. During fiscal
1999, approximately 36% of QCT's chipset purchases (in dollars) were from one
supplier. Our reliance and the reliance of our licensees on sole or limited
source vendors involves risks. These risks include possible shortages of certain
key components, product performance shortfalls, and reduced controls over
delivery schedules, manufacturing capability, quantity and costs. The loss of
any customer as a result of not being able to deliver product produced by our
outside suppliers could have a material adverse effect on our results of
operations, liquidity and financial position.
WIRELESS SYSTEMS SEGMENT (QWS)
Several of the critical products used in our existing and proposed
products, including chipsets, flash memory chips, radio frequency components,
certain custom and semi-custom very large scale integrated circuits, and other
sophisticated electronic parts and major subassemblies used in the OmniTRACS
system, are currently available only from single or limited sources. Our
reliance and the reliance of our licensees on sole or limited source vendors
involves risks. These risks include possible shortages of certain key
components, product performance shortfalls, and reduced control over delivery
schedules, manufacturing capability, quality and costs. The inability to obtain
adequate quantities of significant compliant materials on a timely basis could
have a material adverse effect on our results of operations, liquidity and
financial position.
8.
Our Business Depends on the Availability of Satellite and Other Networks for Our
OmniTRACS System and Other Communication Products.
Our OmniTRACS system currently operates in the U.S. market on leased
Ku-band satellite transponders. Our data satellite transponder and position
reporting satellite transponder lease runs through October 2001. System
enhancements currently under initial deployment should allow for increased
utilization of transponder capacity. Based on results of the system
enhancements, we believe that the U.S. OmniTRACS operations will not require
additional transponder capacity in fiscal 2000. We believe that in the event
additional transponder capacity would be required in fiscal 2000 or in future
years, additional capacity will be available on acceptable terms. However, we
cannot assure you that we will be able to acquire additional transponder
capacity on acceptable terms on a timely basis. If we fail to maintain adequate
satellite capacity, this would have a material adverse effect on our results of
operations, liquidity and financial position. Our Network Management Facility
operations are subject to the risk that a failure or natural disaster could
interrupt the OmniTRACS service and have a material adverse effect on the
Company's results of operations. We maintain a fully operational Network
Management Facility in Las Vegas, Nevada as a backup to our primary Network
Management Facility in San Diego, California.
Upon the commercial release of several new Omni products planned in fiscal
2000, the service for these products will be reliant on various terrestrial
communication networks not operated by us. We believe these terrestrial networks
will be available for our products; however no assurance can be made on the
continuing availability and performance of these networks. The lack of
availability or nonperformance of these network systems could have a material
adverse effect on our results of operations, liquidity and financial position.
Our Business May Be Harmed by Inflation and Deflation.
Inflation has had and may continue to have adverse effects on the
economies and securities markets of certain emerging market countries and could
have adverse effects on our customers. Significant inflation or deflation could
have a material adverse effect on our results of operations, liquidity and
financial position.
Government Regulation May Adversely Affect Our Business.
Our products are subject to various Federal Communications Commission
regulations in the U.S. These regulations require that our products meet certain
radio frequency emission standards, not cause unallowable interference to other
services, and in some cases must accept interference from other services. We are
also subject to government regulations and requirements by local and
international standards bodies outside the U.S., where we are less prominent
than local competitors and have less opportunity to participate in the
establishment of regulatory and standards policies. Changes in the regulation of
our activities, including changes in the allocation of available spectrum by the
U.S. Government and other governments, or exclusion of our technology by a
standards body, could have a material adverse effect on our results of
operations, liquidity and financial position. We are also subject to state and
federal health, safety and environmental regulations, as well as regulations
related to the handling of and access to classified information.
The Loss of Key Technical or Management Personnel Could Adversely Affect Our
Business.
Our success depends in large part upon our ability to attract and retain
highly qualified technical and management personnel. The loss of one or more of
these employees could have a material adverse effect on our results of
operations, liquidity and financial position. Our success also depends upon our
ability to continue to attract and retain highly qualified personnel in all
disciplines. We cannot assure you that we will be successful in hiring or
retaining requisite personnel.
Product Liability Claims Could Harm Our Business.
Testing, manufacturing, marketing and use of our products entail the risk
of product liability. While we currently have product liability insurance that
we believe is adequate to protect against product liability claims, we cannot
assure you that we will be able to continue to maintain such insurance at a
reasonable cost or in sufficient amounts to protect us against losses due to
product liability. Our inability to maintain insurance at an acceptable
9.
cost or to otherwise protect against potential product liability could prevent
or inhibit the commercialization of our products. In addition, a product
liability claim or recall related to phones previously sold could have a
material adverse effect on our results of operations, liquidity and financial
position. News reports have asserted that power levels associated with hand-held
cellular telephones may pose certain health risks. We are not aware of any study
that has concluded that there are any significant health risks from using
hand-held cellular phones. If it were determined that electromagnetic waves
carried through the antennas of cellular phones create a significant health
risk, there could be a material adverse effect on the demand for wireless phone
products incorporating our CDMA chipsets and system software.
Our Stockholders' Rights Plan, Certificate of Incorporation and Delaware Law
Could Adversely Affect the Performance of Our Stock.
Our certificate of incorporation provides for cumulative voting in the
election of directors. In addition, our certificate of incorporation provides
for a classified board of directors and includes a provision that requires the
approval of holders of at least 66 2/3% of our voting stock as a condition to a
merger or certain other business transactions with, or proposed by, a holder of
15% or more of our voting stock. This approval is not required in cases where
certain of our directors approve the transaction or where certain minimum price
criteria and other procedural requirements are met. Our certificate of
incorporation also requires the approval of holders of at least 66 2/3% of our
voting stock to amend or change the provisions mentioned relating to the
classified board, cumulative voting or the transaction approval. Under our
By-laws, stockholders are not permitted to call special meetings. Finally, our
certificate of incorporation provides that any action required or permitted to
be taken by our stockholders must be effected at a duly called annual or special
meeting rather than by any consent in writing.
The classified board, transaction approval, special meeting and other
charter provisions may discourage certain types of transactions involving an
actual or potential change in our control. These provisions may also discourage
certain types of transactions in which our stockholders might otherwise receive
a premium for their shares over then current market prices and may limit our
stockholders' ability to approve transactions that they may deem to be in their
best interests.
Further, we have distributed a dividend of one right for each outstanding
share of our common stock pursuant to the terms of our preferred share purchase
rights plan. These rights will cause substantial dilution to the ownership of a
person or group that attempts to acquire us on terms not approved by our Board
of Directors and may have the effect of deterring hostile takeover attempts. In
addition, our Board of Directors has the authority to fix the rights and
preferences of and issue shares of preferred stock. This right may have the
effect of delaying or preventing a change in our control without action by our
stockholders.
Our Stock Price is Volatile.
The stock market in general, and the stock prices of technology-based
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of any specific public companies. The
market price of our common stock has fluctuated in the past and is likely to
fluctuate in the future as well. Factors that may have a significant impact on
the market price of our stock include:
- future announcements concerning us or our competitors,
including the selection of wireless technology by cellular,
PCS and Wireless Local Loop service providers and the timing
of roll-out of those systems;
- government directives favoring or excluding CDMA technology;
- receipt of substantial orders for chipsets;
- quality deficiencies in services or products;
- announcements regarding financial developments or
technological innovations;
10.
- new commercial products;
- changes in recommendations of securities analysts;
- government regulations;
- proprietary rights or product or patent litigation;
- strategic transactions, such as, spin-offs, acquisitions,
strategic partnerships, joint ventures, divestitures, business
combinations and investments; or
- the success of the Globalstar System.
Our future earnings and stock price may be subject to significant
volatility, particularly on a quarterly basis. Shortfalls in our revenues or
earnings in any given period relative to the levels expected by securities
analysts could immediately, significantly and adversely affect the trading price
of our common stock.
11.
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
(1) The Company's fiscal years end on the last Sunday in September. As a
result, fiscal 1996 includes 53 weeks.
(2) Consists of asset impairment and other charges related to the Ericsson
transaction and restructuring charges in 1999, acquired in-process
research and development and asset impairment charges in 1998, and asset
impairment charges in 1997.
(3) Consists of non-operating charges related to financial guarantees on
projects which the Company will no longer pursue as a result of the
Ericsson transaction and the write-off of assets related to an investment
in the Ukraine and loans to an investee of Leap Wireless.
12.
(4) Includes the tax benefit of $22 million in 1997 and $3 million in 1995
from a reduction in the valuation allowance to recognize deferred tax
assets.
(5) Net earnings per common share and shares used in per share calculation
were retroactively restated for 1997 -- 1995 in connection with the
adoption of Statement of Financial Accounting Standards No. 128, "Earnings
Per Share." The Company effected a two-for-one stock split in May 1999 and
a four-for-one stock split in December 1999. All references to number of
shares and per share amounts have been restated to reflect these stock
splits.
13.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Any statements
about our expectations, beliefs, plans, objectives, assumptions or future events
or performance are not historical facts and may be forward-looking. These
statements are often, but not always, made through the use of words or phrases
like "anticipate," "estimate," "plans," "projects," "continuing," "ongoing,"
"expects," "management believes," "the Company believes," "the Company intends,"
"we believe," "we intend" and similar words or phrases. Accordingly, these
statements involve estimates, assumptions and uncertainties which could cause
actual results to differ materially from those expressed in them. Any
forward-looking statements are qualified in their entirety by reference to the
factors discussed in this prospectus or incorporated by reference.
Because the factors discussed in this prospectus or incorporated by
reference could cause actual results or outcomes to differ materially from those
expressed in any forward-looking statements made by us or on behalf of us, you
should not place undue reliance on any such forward-looking statements. Further,
any forward-looking statement speaks only as of the date on which it is made,
and we undertake no obligation to update any forward-looking statement or
statements to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated events. New
factors emerge from time to time, and it is not possible for us to predict which
will arise. In addition, we cannot assess the impact of each factor on our
business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any forward-looking
statements.
14.
WHERE YOU CAN GET MORE INFORMATION
We are a reporting company and file annual, quarterly and current reports,
proxy statements and other information with the SEC. You may read and copy these
reports, proxy statements and other information at the SEC's public reference
rooms in Washington, D.C., New York, NY and Chicago, IL. You can request copies
of these documents by writing to the SEC and paying a fee for the copying cost.
Please call the SEC at 1-800-SEC-0330 for more information about the operation
of the public reference rooms. Our SEC filings are also available at the SEC's
website at "http://www.sec.gov."
We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
- Annual Report on Form 10-K for the year ended September 26, 1999;
- Quarterly Report on Form 10-Q for the quarter ended December 26,
1999;
- Current Report on Form 8-K filed with the SEC on December 23, 1999;
- Current Report on Form 8-K filed with the SEC on March 7, 2000;
- Current Report on Form 8-K filed with the SEC on March 15, 2000;
- Notice of Annual Meeting and Proxy Statement for the Annual Meeting
of Stockholders held on March 7, 2000;
- Notice of Special Meeting and Proxy Statement for the Special
Meeting of Stockholders held on December 20, 1999; and
- Registration Statement on Form S-1, as amended, initially filed with
the SEC on January 16, 1992, which includes a description of our
common stock.
You may request a copy of these filings at no cost, by writing or telephoning us
at the following address or telephone number:
QUALCOMM Incorporated
5775 Morehouse Drive
San Diego, CA 92121-1714
Attn: Investor Relations
(858) 658-4813
15.
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 806,335 * 806,335 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 310,813(18) * 264,653 46,160(18) *
Craig W. Johnson 165,122 * 165,122 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 37,742 * 37,742 0 0
Richard Girerd 20,433 * 20,033 400 *
16.
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED OWNED
PRIOR TO OFFERING NUMBER OF AFTER OFFERING
----------------- SHARES BEING -------------------
SELLING STOCKHOLDERS NUMBER PERCENT OFFERED NUMBER PERCENT
- -------------------- --------- ------- ------------ -------- -------
Charles Ross Partners Investment
Fund Number 4 19,595 * 19,595 0 0
Brian L. Johnson and Joan C.
Johnson, Trustees the Johnson
Family Trust u/d/t 11/6/89 18,871 * 18,871 0 0
Len Sheynblat 23,352(3) * 18,871 4,481(3) *
Kamil A. Grajski 25,087(4) * 18,831 6,256(4) *
1995 Mayer Family Partners, A
California Limited Partnership 17,155 * 17,155 0 0
Ramsey/Beirne Associates, Inc. 11,026 * 11,026 0 0
David Ross Oshman 1999 Irrevocable
Trust 15,096 * 15,096 0 0
Peter Lawrence Oshman 1999
Irrevocable Trust 15,096 * 15,096 0 0
John Blackmer 17,297(5) * 14,545 2,752(5) *
Gordon E. Mayer 18,870(6) * 14,153 4,717(6) *
AT Investco LLC 14,153 * 14,153 0 0
Edward L. Kullick 16,805(7) * 13,726 3,079(7) *
Mark Moeglein 15,724(8) * 13,366 2,358(8) *
Bailard Biehl & Kaiser Technology ----------
Exchange Fund LLC 13,000 * 13,000 0 0
Kevin Smith 9,828 * 9,828 0 0
David Coleman 9,827 * 9,827 0 0
Larry Dolton 9,435 * 9,435 0 0
Karin U. Watanabe 12,383(9) * 9,435 2,948(9) *
Peter Holzman 9,435 * 9,435 0 0
James C. Scheller, Jr. 9,435 * 9,435 0 0
Bruce Noel 111,619(10) * 8,020 103,599(10) *
Dr. Brian L. Johnson, Trustee of
the Brian L. Johnson and Joan C.
Johnson 1996 Children's Trust 7,863 * 7,863 0 0
Leonardo Rub 8,648(11) * 6,682 1,966(11) *
Tom Wolfe 24,079(12) * 5,896 18,183(12) *
Hambrecht & Quist Employee Venture
Fund, L.P. II 5,714 * 5,714 0 0
Justin P. McGloin 5,659(13) * 5,365 294(13) *
Edward Jones 4,717 * 4,717 0 0
Peter Cohn, Trustee Peter Cohn
Revocable Trust 4,717 * 4,717 0 0
Ruth G. Peyton 4,717 * 4,717 0 0
Donald M. Keller, Jr. 4,717 * 4,717 0 0
Le-Hong Lin 6,682(14) * 4,677 2,005(14) *
James Fraley 3,832 * 3,832 0 0
Jonathan P. Chang 5,661(15) * 3,537 2,124(15) *
VLG Investments 1999 2,448 * 2,448 0 0
Hiroyoshi Morita 2,358 * 2,358 0 0
17.
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED OWNED
PRIOR TO OFFERING NUMBER OF AFTER OFFERING
----------------- SHARES BEING -------------------
SELLING STOCKHOLDERS NUMBER PERCENT OFFERED NUMBER PERCENT
- -------------------- --------- ------- ------------ -------- -------
Venture Law Group 401(k) Retirement
Savings Plan and Trust FBO Elias
J. Blawie 2,358 * 2,358 0 0
CNA Trust, TTEE FBO Venture Law
Group 401(k) Retirement Plan
Peter Cohn 2,358 * 2,358 0 0
Zoltan Biacs 5,660(16) * 1,886 3,774(16) *
Mark Licht 1,572 * 1,572 0 0
CNA Trust Company, TTEE VLG 401(k)
Plan Elias J. Blawie 943 * 943 0 0
Teresa Marie Lee 882(19) * 637 245(19) 0
Ravinder Chandhok 16,136 * 16,136 0 0
Paul Erion 6,454 * 6,454 0 0
- ------------------------
* Less than 1%
(1) Includes 12,345 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
(2) Includes 17,102 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
(3) Includes 4,481 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
(4) Includes 4,756 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
(5) Includes 2,752 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
(6) Includes 4,717 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
(7) Includes 3,079 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
(8) Includes 2,358 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
(9) Includes 2,948 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
(10) Includes 103,599 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
(11) Includes 1,966 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
(12) Includes 18,183 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
(13) Includes 294 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
(14) Includes 2,005 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
(15) Includes 2,064 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
(16) Includes 3,774 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
(17) Includes 86,193 shares of common stock issuable pursuant to warrants
exercisable within 60 days of March 13, 2000.
(18) Includes 13,000 shares of common stock held by Bail Biehl & Kaiser
Technology Exchange Fund LLC, which shares Mr. Maxfield has dispositive
power over. Also includes 13,500 shares of common stock subject to call
options held by Mr. Maxfield and 13,500 shares of common stock subject to
put options held by Mr. Maxfield.
(19) Includes 245 shares of common stock issuable pursuant to options
exercisable within 60 days of March 13, 2000.
18.
PLAN OF DISTRIBUTION
The resale shares of common stock may be sold from time to time by the
selling stockholders in one or more transactions at:
- fixed prices;
- market prices at the time of sale;
- varying prices determined at the time of sale; or
- negotiated prices
The selling stockholders may offer their resale shares in one or more of
the following transactions:
- on any national securities exchange or quotation service at which
our common stock may be listed or quoted at the time of sale,
including the Nasdaq National Market;
- in the over-the-counter market;
- in private transactions;
- through options; and
- by pledge to secure debts and other obligations, or a combination of
any of the above transactions.
If required, we will distribute a supplement to this prospectus to
describe material changes in the terms of the offering.
The shares of common stock described in this prospectus may be sold from
time to time directly by the selling stockholders. Alternatively, the selling
stockholders may from time to time offer shares of common stock to or through
underwriters, broker/dealers or agents. The selling stockholders and any
underwriters, broker/dealers or agents that participate in the distribution of
the shares of common stock may be deemed to be "underwriters" within the meaning
of the Securities Act. Any profits on the resale of shares of common stock and
any compensation received by any underwriter, broker/dealer or agent may be
deemed to be underwriting discounts and commissions under the Securities Act.
Any shares covered by this prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act of 1933 may be sold under rule 144 rather than
under the terms of this prospectus. The selling stockholders may transfer, will
or gift such shares by other means not described in this prospectus.
To comply with the securities laws of certain jurisdictions, the common
stock must be offered or sold only through registered or licensed brokers or
dealers. In addition, in certain jurisdictions, the common stock may not be
offered or sold unless they have been registered or qualified for sale or an
exemption is available and complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the common stock may not simultaneously engage in
market-making activities with respect to the common stock for nine business days
prior to the start of the distribution. In addition, each selling stockholder
and any other person participating in a distribution will be subject to
applicable provisions of the Exchange Act which may limit the timing of
purchases and sales of common stock by the selling stockholders or any other
person. These factors may affect the marketability of the common stock and the
ability of brokers or dealers to engage in market-making activities.
We will pay all costs and expenses associated with the registration of the
resale shares. These expenses include the SEC's filing fees and fees under state
securities or "blue sky" laws. We estimate that our expenses in
19.
connection with this offering will be approximately $494,162.53. All expenses
for the issuance of a supplement to this prospectus, when requested by selling
stockholder(s), will be paid by the requesting stockholder(s). The selling
stockholders will pay all underwriting discounts, commissions, transfer taxes
and other expenses associated with the sale of the resale shares by them.
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.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. THIS PROSPECTUS IS
NOT AN OFFER OF THESE SECURITIES IN ANY JURISDICTION WHERE AN OFFER AND SALE IS
NOT PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS
OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR ANY SALE OF OUR COMMON STOCK.
TABLE OF CONTENTS
PAGE
QUALCOMM INCORPORATED ............................................... 1
RISK FACTORS ........................................................ 2
SELECTED CONSOLIDATED FINANCIAL DATA ................................ 12
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS...................... 14
WHERE YOU CAN GET MORE INFORMATION................................... 15
SELLING STOCKHOLDERS................................................. 16
PLAN OF DISTRIBUTION................................................. 19
USE OF PROCEEDS...................................................... 20
LEGAL MATTERS........................................................ 20
-------------------
5,900,903 SHARES
COMMON STOCK
QUALCOMM INCORPORATED
-------------------
PROSPECTUS
-------------------
MARCH 30, 2000