|
Delaware
(State or other jurisdiction of incorporation or organization) |
| |
95-3685934
(I.R.S. Employer Identification Number) |
|
| Large accelerated filer ☒ | | | Accelerated filer ☐ | | | Non- accelerated filer ☐ | | | Smaller reporting company ☐ | | | Emerging growth company ☐ | |
| | | | | i | | | |
| | | | | 1 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 6 | | | |
| | | | | 7 | | | |
| | | | | 17 | | | |
| | | | | 18 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 23 | | | |
| | | | | 24 | | | |
| | | | | 25 | | | |
| | | | | 26 | | | |
| | | | | 27 | | |
| | |
Amount
|
| |||
SEC Registration Fee
|
| | | $ | * | | |
Printing Expenses
|
| | | | ** | | |
Legal Fees and Expenses
|
| | | | ** | | |
Rating Agency Fees
|
| | | | ** | | |
Accounting Fees and Expenses
|
| | | | ** | | |
Transfer Agent and Registrar Fees
|
| | | | ** | | |
Trustee Fees
|
| | | | ** | | |
Miscellaneous
|
| | | | ** | | |
Total
|
| | | $ | ** | | |
| | | | | | |
Incorporated by Reference
|
| | | | | | | ||||||
|
Exhibit
Number |
| |
Exhibit Description
|
| |
Form
|
| |
File No.
|
| |
Date of
First Filing |
| |
Exhibit
Number |
| |
Filed
Herewith |
|
|
1.1
|
| | Form of Equity Securities Underwriting Agreement* | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
1.2
|
| | Form of Debt Securities Underwriting Agreement* | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
1.3
|
| | Form of Preferred Shares and Depositary Shares Underwriting Agreement* | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
3.1
|
| | | |
8-K
|
| |
000-19528
|
| |
4/20/18
|
| |
3.1
|
| |
—
|
| |
|
3.2
|
| | | |
8-K
|
| |
000-19528
|
| |
7/23/21
|
| |
3.2
|
| |
—
|
| |
|
4.1
|
| | | |
S-3
|
| |
333-203935
|
| |
5/7/15
|
| |
4.1
|
| |
—
|
| |
|
4.2
|
| | | |
8-K
|
| |
000-19528
|
| |
5/21/15
|
| |
4.1
|
| |
—
|
| |
|
4.3
|
| | | |
S-3
|
| |
333-203935
|
| |
5/7/15
|
| |
4.2
|
| |
—
|
| |
|
4.4
|
| | Form of Warrant* | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
4.5
|
| | Form of Warrant Agreement* | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
4.6
|
| | Form of Certificate of Designation* | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
4.7
|
| | Form of Deposit Agreement* | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
4.8
|
| | Form of Depositary Receipt* | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
5.1
|
| | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
X
|
| |
|
23.1
|
| | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
X
|
| |
|
23.2
|
| | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
X
|
| |
|
24.1
|
| | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
X
|
| |
|
25.1
|
| | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
X
|
|
| | | | QUALCOMM Incorporated | | |||
| | | | By: | | |
/s/ Akash Palkhiwala
Name: Akash Palkhiwala
Title: Chief Financial Officer |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Cristiano Amon
Cristiano Amon
|
| |
President and Chief Executive Officer, and Director
(Principal Executive Officer) |
| |
July 28, 2021
|
|
|
/s/ Akash Palkhiwala
Akash Palkhiwala
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
July 28, 2021
|
|
|
/s/ Erin Polek
Erin Polek
|
| |
Senior Vice President, Corporate
Controller and Chief Accounting Officer (Principal Accounting Officer) |
| |
July 28, 2021
|
|
|
/s/ Sylvia Acevedo
Sylvia Acevedo
|
| |
Director
|
| |
July 28, 2021
|
|
|
/s/ Mark Fields
Mark Fields
|
| |
Director
|
| |
July 28, 2021
|
|
|
/s/ Jeffrey W. Henderson
Jeffrey W. Henderson
|
| |
Director
|
| |
July 28, 2021
|
|
|
/s/ Gregory N. Johnson
Gregory N. Johnson
|
| |
Director
|
| |
July 28, 2021
|
|
|
/s/ Ann M. Livermore
Ann M. Livermore
|
| |
Director
|
| |
July 28, 2021
|
|
|
/s/ Harish Manwani
Harish Manwani
|
| |
Director
|
| |
July 28, 2021
|
|
|
/s/ Mark D. McLaughlin
Mark D. McLaughlin
|
| |
Chair of the Board
|
| |
July 28, 2021
|
|
|
/s/ Jamie S. Miller
Jamie S. Miller
|
| |
Director
|
| |
July 28, 2021
|
|
|
/s/ Clark T. Randt, Jr.
Clark T. Randt, Jr.
|
| |
Director
|
| |
July 28, 2021
|
|
|
/s/ Irene B. Rosenfeld
Irene B. Rosenfeld
|
| |
Director
|
| |
July 28, 2021
|
|
|
/s/ Kornelis (Neil) Smit
Kornelis (Neil) Smit
|
| |
Director
|
| |
July 28, 2021
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Jean-Pascal Tricoire
Jean-Pascal Tricoire
|
| |
Director
|
| |
July 28, 2021
|
|
|
/s/ Anthony J. Vinciquerra
Anthony J. Vinciquerra
|
| |
Director
|
| |
July 28, 2021
|
|
Exhibit 5.1
July 28, 2021
QUALCOMM Incorporated
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to QUALCOMM Incorporated, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act of debt securities (“Debt Securities”) of the Company to be issued under the Indenture dated May 20, 2015 (the “2015 Indenture”) between the Company and U.S. Bank National Association, as trustee, which is incorporated by reference into the Registration Statement as Exhibit 4.2, or an Indenture (together with the 2015 Indenture, the “Indenture”) to be entered into between the Company and a trustee; preferred stock, par value $0.0001 per share (the “Preferred Stock”) of the Company; depositary shares representing fractional or multiple shares of Preferred Stock (the “Depositary Shares”) of the Company; common stock, par value $0.0001 per share (the “Common Stock”) of the Company, including Common Stock as may from time to time be issued upon conversion of Debt Securities or Preferred Stock; and warrants to purchase Debt Securities, Preferred Stock or Common Stock (collectively, the “Warrants”) of the Company. The Debt Securities, the Preferred Stock, the Depositary Shares, the Common Stock and the Warrants are collectively referred to herein as the “Securities”.
In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, certificates of corporate officers and government officials and such other documents as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Amended and Restated Certificate of Incorporation of the Company; (b) the Amended and Restated Bylaws of the Company; (c) resolutions adopted by the board of directors of the Company on July 20, 2021; (d) the Registration Statement; and (e) the 2015 Indenture. As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and documents furnished to us by the Company without independent verification of their accuracy. We have also assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.
2
Based upon and subject to the foregoing, and assuming that (i) the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will have become effective and will comply with all applicable laws; (ii) the Registration Statement will be effective and will comply with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement; (iii) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and will comply with all applicable laws; (iv) all Securities will be issued and sold in compliance with all applicable Federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement; (v) none of the terms of any Security to be established subsequent to the date hereof, nor the issuance and delivery of such Security, nor the compliance by the Company with the terms of such Security will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company; (vi) a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Securities offered or issued will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; and (vii) any Securities issuable upon conversion, exchange or exercise of any Security being offered or issued will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise, we are of opinion that:
(1) with respect to Debt Securities to be issued under the Indenture, when (A) the trustee under the Indenture (the “Trustee”) has been qualified to act in such capacity under the Indenture, (B) the Trustee has duly executed and delivered the Indenture, (C) the Indenture has been duly authorized and validly executed and delivered by the Company to the Trustee, (D) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (E) the board of directors of the Company, a duly constituted and acting committee thereof, or any officers of the Company delegated such authority (such board of directors, committee or officers being hereinafter referred to as the “Board”) has taken all necessary corporate action to approve the issuance and terms of a particular series of Debt Securities, the terms of the offering thereof, and related matters, and (F) such Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture, including any supplemental indenture or officer’s certificate related thereto, and the applicable definitive purchase, underwriting or similar agreement approved by the Board upon payment of the consideration therefor provided for therein, such Debt Securities will be validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and subject to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law);
3
(2) with respect to shares of Preferred Stock, when (A) the Board has taken all necessary corporate action to approve the issuance and terms of a particular series of Preferred Stock, the terms of the offering thereof and related matters, including the adoption of a Certificate of Designation relating to such Preferred Stock (a “Certificate”) and the filing of such Certificate with the Secretary of State of the State of Delaware, (B) such Certificate has been properly filed with the Secretary of State of the State of Delaware and (C) certificates representing such shares of Preferred Stock have been duly executed, countersigned, registered and delivered either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board upon payment of the consideration therefor (which consideration is not less than the par value of the Preferred Stock) provided for therein or (ii) upon conversion or exercise of any other Security, in accordance with the terms of such Security or the instrument governing such Security providing for such conversion or exercise as approved by the Board, for the consideration approved by the Board (which consideration is not less than the par value of the Preferred Stock), then such shares of Preferred Stock will be validly issued, fully paid and nonassessable;
(3) with respect to any Depositary Shares, when (A) the Board has taken all necessary corporate action to approve the creation of and the issuance and terms of the Depositary Shares and the related series of Preferred Stock, the terms of the offering thereof and related matters, (B) a deposit agreement or agreements relating to the Depositary Shares have been duly authorized and validly executed and delivered by the Company, the depositary appointed by the Company and each other party thereto, (C) the Certificate for the related series of Preferred Stock has been properly filed with the Secretary of State of the State of Delaware, (D) certificates representing such shares of Preferred Stock have been duly executed and countersigned (in the case of certificated shares), and such shares have been registered and delivered in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board upon payment of the consideration therefor (which consideration is not less than the par value of the Preferred Stock) provided for therein and (E) Depositary Shares or receipts representing the Depositary Shares have been duly executed, countersigned, registered and delivered in accordance with the appropriate deposit agreement or agreements and the applicable definitive purchase, underwriting or similar agreement approved by the Board or such officers upon payment of the consideration therefor provided for therein, the Depositary Shares will be validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and subject to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law);
4
(4) with respect to shares of Common Stock, when both (A) the Board has taken all necessary corporate action to approve the issuance of and the terms of the offering of (i) the Debt Securities or Preferred Stock, as the case may be, convertible or exchangeable into Common Stock or (ii) the shares of Common Stock, and related matters and (B) certificates representing the shares of Common Stock have been duly executed and countersigned (in the case of certificated shares), and such shares have been registered and delivered either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board or such officers upon payment of the consideration therefor (which consideration is not less than the par value of the Common Stock) provided for therein or (ii) upon conversion or exercise of such Debt Security or Preferred Stock, as the case may be, in accordance with the terms of such security or the instrument governing such security providing for such conversion or exercise as approved by the Board, for the consideration approved by the Board (which consideration is not less than the par value of the Common Stock), then such shares of Common Stock will be validly issued, fully paid and nonassessable; and
(5) with respect to the Warrants, when (A) the Board has taken all necessary corporate action to approve the creation of and the issuance and terms of the Warrants, the terms of the offering thereof and related matters, (B) a warrant agreement or agreements relating to the Warrants have been duly authorized and validly executed and delivered by the Company, the warrant agent appointed by the Company and each other party thereto and (C) the Warrants or certificates representing the Warrants have been duly executed, countersigned, registered and delivered in accordance with the appropriate warrant agreement or agreements and the applicable definitive purchase, underwriting or similar agreement approved by the Board or such officers upon payment of the consideration therefor provided for therein, the Warrants will be validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law).
We express no opinion herein as to any provision of the Indenture or the Debt Securities that (a) relates to the subject matter jurisdiction of any Federal court of the United States of America, or any Federal appellate court, to adjudicate any controversy related thereto, (b) contains a waiver of an inconvenient forum, (c) relates to the waiver of rights to jury trial or (d) provides for indemnification, contribution or limitations on liability. We also express no opinion as to (i) the enforceability of the provisions of the Indenture or the Debt Securities to the extent that such provisions constitute a waiver of illegality as a defense to performance of contract obligations or any other defense to performance which cannot, as a matter of law, be effectively waived or (ii) whether a state court outside the State of New York or a Federal court of the United States would give effect to the choice of New York law provided for therein.
5
Courts in the United States have not customarily rendered judgments for money damages denominated in any currency other than United States dollars. Section 27(b) of the Judiciary Law of the State of New York provides, however, that a judgment or decree in an action based upon an obligation denominated in a currency other than United States dollars shall be rendered in the foreign currency of the underlying obligation and converted into United States dollars at the rate of exchange prevailing on the date of the entry of the judgment or decree. We express no opinion as to whether a Federal court of the United States would render a judgment other than in United States dollars.
We are admitted to practice only in the State of New York and express no opinion as to matters governed by any laws other than the laws of the State of New York, the Delaware General Corporation Law and the Federal laws of the United States of America.
We understand that we may be referred to as counsel who has passed upon the validity of the Debt Securities or the issuance of the Preferred Stock, Depositary Shares, Common Stock or Warrants on behalf of the Company in the prospectus and in a supplement to the prospectus forming a part of the Registration Statement relating to the Securities filed with the Commission pursuant to the Securities Act, and we hereby consent to such use of our name in said Registration Statement and to the use of this opinion for filing with said Registration Statement as Exhibit 5.1 thereto. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Very truly yours, | |
/s/ Cravath, Swaine & Moore LLP | |
QUALCOMM Incorporated | |
5775 Morehouse Drive | |
San Diego, California 92121 | |
O |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of QUALCOMM Incorporated of our report dated November 4, 2020 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in QUALCOMM Incorporated’s Annual Report on Form 10-K for the year ended September 27, 2020. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
San Diego, California
July 28, 2021
Exhibit 25.1
securities and exchange commission
Washington, D.C. 20549
FORM T-1
Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility
of
a Trustee Pursuant to Section 305(b)(2) ¨
_______________________________________________________
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
(Address of principal executive offices) | (Zip Code) |
Fonda Hall
U.S. Bank National Association
633 W. Fifth Street, 24th Floor
Los Angeles, CA 90071
(213) 615-6023
(Name, address and telephone number of agent for service)
QUALCOMM Incorporated
(Issuer with respect to the Securities)
Delaware | 95-3685934 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
5775 Morehouse Drive San Diego, California |
92121-1714 |
(Address of Principal Executive Offices) | (Zip Code) |
Debt Securities
(Title of the Indenture Securities)
FORM T-1
Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.
a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
b) | Whether it is authorized to exercise corporate trust powers. |
Yes
Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
None
Items 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
1. | A copy of the Articles of Association of the Trustee.* |
2. | A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
4. | A copy of the existing bylaws of the Trustee.** |
5. | A copy of each Indenture referred to in Item 4. Not applicable. |
6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
7. | Report of Condition of the Trustee as of March 31, 2021 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to 305(b)(2), Registration Number 333-229783 filed on June 21, 2021.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the Los Angeles, State of California on the 28th of July, 2021.
By: | /s/ Fonda Hall | |
Fonda Hall | ||
Vice President |
3
Exhibit 2
4
Exhibit 3
5
6
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: July 28, 2021 | ||
By: | /s/ Fonda Hall | |
Fonda Hall | ||
Vice President |
7
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2021
($000’s)
3/31/2021 | ||||
Assets | ||||
Cash and Balances Due From | $ | 43,386,652 | ||
Depository Institutions | ||||
Securities | 154,609,348 | |||
Federal Funds | 0 | |||
Loans & Lease Financing Receivables | 297,075,286 | |||
Fixed Assets | 6,148,452 | |||
Intangible Assets | 13,371,986 | |||
Other Assets | 27,974,559 | |||
Total Assets | $ | 542,566,283 | ||
Liabilities | ||||
Deposits | $ | 444,618,948 | ||
Fed Funds | 1,321,015 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,231,176 | |||
Other Borrowed Money | 27,466,875 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,350,000 | |||
Other Liabilities | 13,255,984 | |||
Total Liabilities | $ | 491,243,998 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 36,236,966 | |||
Minority Interest in Subsidiaries | 800,204 | |||
Total Equity Capital | $ | 51,322,285 | ||
Total Liabilities and Equity Capital | $ | 542,566,283 |
8