AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1997 REGISTRATION NO. 333-______________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-8 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) 6455 Lusk Boulevard, San Diego, CA 92121 (Address of principal executive offices) (Zip code) --------------------- 1991 STOCK OPTION PLAN (Full title of the plan) --------------------- Steven R. Altman, Esq Senior Vice President and General Counsel QUALCOMM Incorporated 6455 Lusk Boulevard San Diego, CA 92121 (Name and address of agent for service) (619) 587-1121 (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 (619) 550-6000 ---------------------
CALCULATION OF REGISTRATION FEE =============================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE (2) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------- Common Stock ($.0001 par value) 5,400,000 $44.56-54.00 $275,804,803.50 $83,577.21 ===============================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the registration fee. The price per share and aggregate offering price are based upon (a) the actual exercise price for shares subject to options previously granted under the Registrant's 1991 Stock Option Plan; and (b) the average of the high and low price of the Registrant's Common Stock on July 18, 1997, as reported by NASDAQ for shares subject to options to be granted under the 1991 Stock Option Plan. The following chart shows the calculation of the registration fee.
============================================================================================================================= Type of Number of Offering Price Aggregate Shares Shares Per Share Offering Price - ----------------------------------------------------------------------------------------------------------------------------- Shares subject to outstanding stock options 1,324,130 shares $44.56-54.00 $62,596,043.80 Shares issuable under options available for grant 4,075,870 shares $52.31 $213,208,759.70 =============================================================================================================================
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8 The contents of Registration Statement on Form S-8 No. 33-46343 filed with the Securities and Exchange Commission on March 12, 1992, Registration Statement on Form S-8 No. 33-78158 filed with the Securities and Exchange Commission on April 26, 1994 and Registration Statement on Form S-8 No. 333-2754 filed with the Securities and Exchange Commission on March 25, 1996 are incorporated by reference herein. ITEM 8. EXHIBITS. EXHIBIT NUMBER 4.1 Amended and Restated Certificate of Incorporation of Registrant.(1) 4.2 By-laws of Registrant, as amended.(2) 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement. 24.1 Power of Attorney is contained on the signature pages. 99.1 1991 Stock Option Plan, as amended. _____ (1) Filed as an exhibit to the Registration Statement on Form S-3 (No. 33-62724), or amendments thereto, and incorporated herein by reference. (2) Filed as an exhibit to the Registration Statement on Form S-1 (No. 33-42782), or amendments thereto, and incorporated herein by reference. SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on July 24, 1997. QUALCOMM INCORPORATED By: /s/ Irwin M. Jacobs Irwin M. Jacobs Chief Executive Officer and Chairman of the Board POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Irwin M. Jacobs and Harvey P. White, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Irwin M. Jacobs Chief Executive Officer and July 24, 1997 - --------------------------------- Chairman of the Board Irwin M. Jacobs (Principal Executive Officer) /s/ Andrew J. Viterbi Vice Chairman of the Board July 24, 1997 - --------------------------------- Andrew J. Viterbi /s/ Harvey P. White President and Director July 24, 1997 - --------------------------------- Harvey P. White
/s/ Anthony S. Thornley Senior Vice President and Chief July 24, 1997 - --------------------------------- Financial Officer Anthony S. Thornley (Principal Financial and Accounting Officer) /s/ Richard C. Atkinson Director July 24, 1997 - --------------------------------- Richard C. Atkinson /s/ Adelia A. Coffman Director July 24, 1997 - --------------------------------- Adelia A. Coffman /s/ Neil Kadisha Director July 24, 1997 - --------------------------------- Neil Kadisha /s/ Robert E. Kahn Director July 24, 1997 - --------------------------------- Robert E. Kahn /s/ Jerome S. Katzin Director July 24, 1997 - --------------------------------- Jerome S. Katzin /s/ Duane A. Nelles Director July 24, 1997 - --------------------------------- Duane A. Nelles /s/ Peter M. Sacerdote Director July 24, 1997 - --------------------------------- Peter M. Sacerdote /s/ Frank Savage Director July 24, 1997 - --------------------------------- Frank Savage /s/ Brent Scowcroft Director July 24, 1997 - --------------------------------- Brent Scowcroft /s/ Marc I. Stern Director July 24, 1997 - --------------------------------- Marc I. Stern
EXHIBIT INDEX
SEQUENTIAL EXHIBIT NO. DESCRIPTION PAGE NO. - ---------- ----------- ------- 4.1 Registrant's Restated Certificate of Incorporation, as amended.(1) 4.2 Registrant's Amended By-laws.(2) 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. 24.1 Power of Attorney. Reference is made to page 4. 99.1 1991 Stock Option Plan, as amended.
__________________________ (1) Filed as an exhibit to the Registration Statement on Form S-3 (No. 33-62724), or amendments thereto, and incorporated herein by reference. (2) Filed as an exhibit to the Registration Statement on Form S-1 (No. 33-42782), or amendments thereto, and incorporated herein by reference.