AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 2001 REGISTRATION NO. 333-32926 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- QUALCOMM INCORPORATED (Exact name of Registrant as specified in its charter) ----------- DELAWARE 95-3685934 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 5775 MOREHOUSE DRIVE SAN DIEGO, CA 92121-1714 (858) 587-1121 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ----------- IRWIN MARK JACOBS CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER QUALCOMM INCORPORATED 5775 MOREHOUSE DRIVE SAN DIEGO, CA 92121-1714 (858) 587-1121 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------- Copies to: FREDERICK T. MUTO, ESQ. THOMAS A. COLL, ESQ. COOLEY GODWARD LLP 4365 EXECUTIVE DRIVE, SUITE 1100 SAN DIEGO, CA 92121 (858) 550-6000 ----------- This Post-Effective Amendment No. 1 is being filed to deregister 2,645,015 shares of Common Stock (the "Shares") of QUALCOMM Incorporated (the "Registrant") covered by the Form S-3 Registration Statement No. 333-32926 (the "Registration Statement"). The Shares, which were registered for resale by the selling stockholders of the Registrant identified in the Registration Statement, have not been sold as of the date of this Post-Effective Amendment No. 1 and are no longer being registered for resale under the Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on March 22, 2001. QUALCOMM INCORPORATED By: /s/ Anthony S. Thornley ------------------------------------- Anthony S. Thornley, Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE * Chief Executive Officer March 22, 2001 - -------------------------------- and Chairman of the Board Irwin Mark Jacobs (PRINCIPAL EXECUTIVE OFFICER) /s/ Anthony S. Thornley Executive Vice President March 22, 2001 - -------------------------------- and Chief Financial Officer Anthony S. Thornley (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) * Director March 22, 2001 - -------------------------------- Richard C. Atkinson Director March __, 2001 - -------------------------------- Adelia A. Coffman * Director March 22, 2001 - -------------------------------- Diana Lady Dougan * Director March 22, 2001 - -------------------------------- Neil Kadisha * Director March 22, 2001 - -------------------------------- Robert E. Kahn * Director March 22, 2001 - -------------------------------- Jerome S. Katzin * Director March 22, 2001 - -------------------------------- Duane A. Nelles Director March __, 2001 - -------------------------------- Peter M. Sacerdote
* Director March 22, 2001 - -------------------------------- Frank Savage * Director March 22, 2001 - -------------------------------- Brent Scowcroft * Director March 22, 2001 - -------------------------------- Marc I. Stern Director March __, 2001 - -------------------------------- Richard Sulpizio * BY: /s/ Anthony S. Thornley Attorney-in-Fact March 22, 2001 ------------------------------ Anthony S. Thornley