-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OjNTQgjWIZXB2aLMs+m7gJLIkDF90xvFI5dPLTyr6e8dV7pazIP1f0ATP6oG8keF jlZj1CAsPMs/VXelxkrQAA== 0000912057-01-006460.txt : 20010224 0000912057-01-006460.hdr.sgml : 20010224 ACCESSION NUMBER: 0000912057-01-006460 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUALCOMM INC/DE CENTRAL INDEX KEY: 0000804328 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 953685934 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 000-19528 FILM NUMBER: 1552359 BUSINESS ADDRESS: STREET 1: 5775 MOREHOUSE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8585871121 MAIL ADDRESS: STREET 1: 5775 MOREHOUSE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 DEFA14A 1 a2039793zdefa14a.txt DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-12 QUALCOMM Incorporated - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ To the Stockholders of QUALCOMM Incorporated: With regard to the upcoming Annual Meeting of Stockholders on February 27, 2001, it has become apparent that many investors in QUALCOMM stock are voting against Proposition 2 (Employee Stock Option Plan) on their proxy ballots. The problem may be due to a misunderstanding in the nature of the new Employee Stock Option Plan. EXPLANATION: Many years ago, QUALCOMM adopted the "1991 Employee Stock Option Plan" with an expiration date in 2001. In the past, stockholders approved annual amendments to the plan to authorize the issuance of additional stock options. In 2000, no additional shares were needed and no vote was required because many stock options that had been previously granted to employees were returned to the company after several large operating divisions were sold in 1999 and early 2000. QUALCOMM has ended up with a surplus of unissued stock options since the last amendment to the stock option plan that was approved by stockholders in 1999. Today, QUALCOMM is adopting a new "2001 Employee Stock Option Plan" to replace the expiring plan. QUALCOMM is rolling over the prior plan's stock options (about 159 million shares, most of them already outstanding) into the new plan. This action may, on the surface, appear to many investors to represent an unusually large number of shares for issuance under a stock option plan. In fact, QUALCOMM is not asking for any more shares than stockholders previously approved in 1999. CONCLUSION: We would greatly appreciate stockholders' efforts to review their voting positions on Proposition 2 and, if necessary, to re-cast their ballots in favor of the new Employee Stock Option Plan. Thank you. -----END PRIVACY-ENHANCED MESSAGE-----