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 Date of Report (Date of earliest event reported): December 20, 1999 QUALCOMM INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 0-19528 95-3685934 (Commission File No.) (IRS Employer Identification No.) 5775 MOREHOUSE DRIVE SAN DIEGO, CALIFORNIA 92121-1714 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (858) 587-1121 ITEM 5. OTHER EVENTS. On December 20, 1999, QUALCOMM Incorporated ("QUALCOMM") announced stockholder approval of an amendment to QUALCOMM's Restated Certificate of Incorporation (the "Amendment") to effect a four-for-one stock split of the outstanding shares of Common Stock (the "Stock Split") and to increase the authorized shares of Common Stock from 300,000,000 shares to 3,000,000,000 shares. As a result of the Stock Split, the number of shares of Common Stock reserved for issuance or subject to outstanding options granted under QUALCOMM's employee stock plans will increase by 300%. In addition, the number of shares registered by the following Registration Statements, which cover QUALCOMM's employee stock plans and certain resales of Common Stock, also increased by 300%: 33-46343, 333-26069, 33-45083, 33-78158, 33-78150, 333-32013 and 333-69457. The Amendment is filed as Exhibit 99.1 to this Report. The news release announcing the approval of the Amendment and the Stock Split is filed as Exhibit 99.2 to this Report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. 99.1 Certificate of Amendment of Restated Certificate of Incorporation of QUALCOMM Incorporated. 99.2 Press release dated December 20, 1999. 2 SIGNATURE 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, thereunto duly authorized. QUALCOMM INCORPORATED Dated: December 21, 1999 By: /s/ Anthony S. Thornley ----------------------------------------- Anthony S. Thornley Executive Vice President and Chief Financial Officer 3 INDEX TO EXHIBITS 99.1 Certificate of Amendment of Restated Certificate of Incorporation of QUALCOMM Incorporated. 99.2 Press release dated December 20, 1999.