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): March 1, 2000
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
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (858) 587-1121
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 1, 2000, QUALCOMM Incorporated, a Delaware corporation
("QUALCOMM") completed the acquisition of all of the outstanding capital stock
of SnapTrack, Inc., a California corporation ("SnapTrack"). The acquisition was
effected pursuant to that certain Agreement and Plan of Merger and
Reorganization dated January 25, 2000 by and among QUALCOMM, Falcon Acquisition
Corporation, a Delaware corporation and wholly owned subsidiary of QUALCOMM
("Merger Sub") and SnapTrack, whereby Merger Sub was merged with and into
SnapTrack (the "Merger"), with SnapTrack being the surviving corporation in the
Merger and a wholly owned subsidiary of QUALCOMM. In addition, QUALCOMM assumed
all of the outstanding options and warrants to purchase capital stock of
SnapTrack in connection with the Merger and such options and warrants are now
exercisable for shares of QUALCOMM Common Stock. The Merger is intended to
qualify as a tax-free reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended, and will be accounted for as a
"purchase." For a detailed description of the terms and conditions of the Merger
Agreement, reference is made to such agreement, which is filed as Exhibit 2.1
hereto and incorporated herein by reference.
As a result of the Merger, QUALCOMM is obligated to issue up to
7,433,792 shares of its Common Stock to the securityholders of SnapTrack;
provided however, that 10% of the total shares will be subject to an escrow for
a period of one year (which one-year period could be extended in the event any
claims are made) to satisfy the indemnification obligations of the SnapTrack
securityholders that run in favor of QUALCOMM and its affiliates.
Certain stockholders of SnapTrack who are entitled to receive an
aggregate of 1,949,509 shares of QUALCOMM Common Stock in the Merger have
executed lock-up agreements that impose certain limitations on such
stockholders' ability to sell or otherwise transfer such shares. For a detailed
description of the terms and conditions of the lock-up agreements, reference is
made to such agreements, which are filed as Exhibits 2.2 through 2.5 hereto and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The financial statements required by this item will be filed by
amendment to this Current Report on Form 8-K not later than 60
days after the date that the initial report on this Form 8-K must
be filed.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required by this item will be
filed by amendment to this Current Report on Form 8-K not later
than 60 days after the date that the initial report on this Form
8-K must be filed.
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(c) EXHIBITS.
2.1 Agreement and Plan of Merger and Reorganization dated as of
January 25, 2000 among QUALCOMM Incorporated, Falcon
Acquisition Corporation and SnapTrack, Inc. (Schedules to
this exhibit have been omitted in reliance on Item 601 of
Regulation S-K).
2.2 Lock-Up Agreement dated as of January 25, 2000 by and
between QUALCOMM Incorporated and Stephen Poizner.
2.3 Lock-Up Agreement dated as of January 25, 2000 by and
between QUALCOMM Incorporated and Norman Krasner.
2.4 Lock-Up Agreement dated as of January 25, 2000 by and
between QUALCOMM Incorporated and Bruce Noel.
2.5 Lock-Up Agreement dated as of January 25, 2000 by and
between QUALCOMM Incorporated and Walter Bell.
99.1 Press Release dated March 2, 2000.
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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: March 14, 2000 By: /s/ ANTHONY S. THORNLEY
--------------------------------
Anthony S. Thornley
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
2.1 Agreement and Plan of Merger and Reorganization dated as of
January 25, 2000 among QUALCOMM Incorporated, Falcon
Acquisition Corporation and SnapTrack, Inc. (Schedules to
this exhibit have been omitted in reliance on Item 601 of
Regulation S-K).
2.2 Lock-Up Agreement dated as of January 25, 2000 by and
between QUALCOMM Incorporated and Stephen Poizner.
2.3 Lock-Up Agreement dated as of January 25, 2000 by and
between QUALCOMM Incorporated and Norman Krasner.
2.4 Lock-Up Agreement dated as of January 25, 2000 by and
between QUALCOMM Incorporated and Bruce Noel.
2.5 Lock-Up Agreement dated as of January 25, 2000 by and
between QUALCOMM Incorporated and Walter Bell.
99.1 Press Release dated March 2, 2000.