UNITED STATES
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) September 18, 2006
QUALCOMM Incorporated
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
000-19528
|
|
95-3685934 |
| |
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
| 5775 Morehouse Drive, San Diego, CA
|
|
92121 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code (858) 587-1121
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
TABLE OF CONTENTS
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 18, 2006, the Company’s Board of Directors adopted Amended and Restated Bylaws (the
“Restated Bylaws”) of the Company to supersede and replace the existing Bylaws. The Restated
Bylaws include, among other things, revisions that: (i) update the descriptions, manner of
appointment and related corporate indemnification obligations for various categories of officers;
(ii) permit the Chief Executive Officer to call a special meeting of stockholders; and (iii)
require a director to submit a resignation in the event that the Board of Directors requests the
resignation of such director under the majority vote policy of the Corporate Governance Principles
and Practices. This description of the Restated Bylaws is qualified in its entirety by reference
to the Amended and Restated Bylaws filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| |
|
|
|
|
| Exhibit |
|
Description |
| |
|
|
|
|
| |
99.1 |
|
|
Amended and Restated Bylaws |