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
January 5, 2011
Date of Report (Date of earliest event reported)
QUALCOMM Incorporated
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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| 000-19528
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95-3685934 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 5775 Morehouse Drive, San Diego, CA
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92121 |
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| (Address of principal executive offices)
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(Zip Code) |
858-587-1121
(Registrant’s telephone number, including area code)
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)
þ 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 1.01 Entry into a Material Definitive Agreement
Merger Agreement
On January 5, 2011, QUALCOMM Incorporated, a Delaware corporation (the “Company” or
“Qualcomm), and
T Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger
Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Atheros
Communications, Inc., a Delaware corporation (“Atheros”), providing for the merger (the “Merger”)
of Merger Sub with and into Atheros, with Atheros surviving the Merger as a wholly owned subsidiary
of the Company.
At the effective time of the Merger, each share of Atheros common stock issued and outstanding
immediately prior to the effective time (other than shares owned by (i) Atheros, the Company or
Merger Sub or (ii) stockholders who have properly exercised and perfected appraisal rights under
Delaware law) will be converted into the right to receive $45.00 in cash, without interest.
The Merger is subject to the approval of Atheros stockholders. In addition, the Merger is
subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and the receipt of foreign regulatory approvals, as well as other customary closing conditions.
Atheros has made customary representations, warranties and covenants in the Merger Agreement,
including, without limitation, covenants not to solicit alternative transactions or, subject to
certain exceptions, not to enter into discussions concerning, or provide confidential information
in connection with, an alternative transaction. The Company also has made customary
representations, warranties and covenants in the Merger Agreement.
The Merger Agreement contains certain termination rights for the Company and Atheros, and
further provides that, upon termination of the Merger Agreement under certain specified
circumstances, Atheros will be obliged to pay the Company a termination fee of approximately $104
million.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by
reference. The foregoing description of the Merger Agreement is qualified in its entirety by
reference to the full text of the Merger Agreement.
Additional Information and Where to Find It
In connection with the proposed transaction, Atheros intends to file a definitive proxy statement
and other relevant materials with the Securities and Exchange Commission (“SEC”). Before making any
voting decision with respect to the proposed transaction, stockholders of Atheros are urged to read
the proxy statement and other relevant materials because these materials will contain important
information about the proposed transaction. The proxy statement and other relevant materials, and
any other documents filed by Atheros with the SEC, may be obtained free of charge at the SEC’s
website at www.sec.gov or from Atheros at www.atheros.com or by contacting Atheros Investor
Relations at: David.Allen@Atheros.com and 408.830.5762.
Participants in the Solicitation
Atheros and Qualcomm and each of their executive officers and directors may be deemed to be
participants in the solicitation of proxies from Atheros’ stockholders in favor of the proposed
transaction. A list of the names of Atheros’ executive officers and directors and a description of
their respective interests in Atheros are set forth in the proxy statement for Atheros’ 2010 Annual
Meeting of Stockholders, which was filed with the SEC on April 7, 2010, and in any documents
subsequently filed by its directors and executive officers under the Securities and Exchange Act of
1934, as amended. Certain executive officers and directors of Atheros have interests in the
proposed transaction that may differ from the interests of stockholders generally, including
benefits conferred under retention, severance and change in control arrangements and continuation
of director and officer insurance and indemnification. These interests and any additional benefits
in connection with the proposed transaction will be described in the definitive proxy statement.