AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1997
REGISTRATION NO. 333-______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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QUALCOMM INCORPORATED
(Exact name of Registrant as specified in its charter)
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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)
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1991 STOCK OPTION PLAN
(Full title of the plan)
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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)
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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
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock ($.0001 par value) 5,400,000 $44.56-54.00 $275,804,803.50 $83,577.21
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(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.
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Type of Number of Offering Price Aggregate
Shares Shares Per Share Offering Price
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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
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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
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Adelia A. Coffman
/s/ Neil Kadisha Director July 24, 1997
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Neil Kadisha
/s/ Robert E. Kahn Director July 24, 1997
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Robert E. Kahn
/s/ Jerome S. Katzin Director July 24, 1997
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Jerome S. Katzin
/s/ Duane A. Nelles Director July 24, 1997
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Duane A. Nelles
/s/ Peter M. Sacerdote Director July 24, 1997
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Peter M. Sacerdote
/s/ Frank Savage Director July 24, 1997
- ---------------------------------
Frank Savage
/s/ Brent Scowcroft Director July 24, 1997
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Brent Scowcroft
/s/ Marc I. Stern Director July 24, 1997
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Marc I. Stern
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
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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.