As filed with the Securities and Exchange Commission on July 23, 2021
Registration No. 333-174649
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
TO
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 of
incorporation or organization) | | (IRS Employer Identification No.) |
| | |
| 5775 Morehouse Drive
San Diego, California 92121-1714 | |
| (Address of principal executive offices) | |
| (Zip Code) | |
| | |
| Atheros Communications, Inc. 2004 Stock Incentive Plan, as amended |
Atheros Communications, Inc. 2009 Inducement Grant Incentive Plan |
Atheros Communications, Inc. 1998 Stock Incentive Plan |
Third Amended and Restated Intellon Corporation 2000 Employee Incentive Plan |
| Intellon Corporation 2007 Equity Incentive Plan |
| (Full title of the plan) |
| | |
| Donald J. Rosenberg |
| General Counsel and Corporate Secretary |
| QUALCOMM Incorporated |
| 5775 Morehouse Drive |
| San Diego, California, 92121-1714 |
| (Name and address of agent for service) |
| | |
| 858-587-1121 |
| (Telephone number, including area code, of agent for service) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
| Large accelerated filer | x | | Accelerated filer | o |
| Non-accelerated filer | o | | Smaller reporting company | o |
| | | Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 333-174649) filed by QUALCOMM Incorporated (the “Company”) with the U.S. Securities and Exchange Commission on June 1, 2011 (the “Registration Statement”) to register an aggregate of 11,493,713 shares of the Company’s common stock, par value $0.0001 per share, for issuance under the Atheros Communications, Inc. 2004 Stock Incentive Plan, as amended, the Atheros Communications, Inc. 2009 Inducement Grant Incentive Plan, the Atheros Communications, Inc. 1998 Stock Incentive Plan, the Third Amended and Restated Intellon Corporation 2000 Employee Incentive Plan and the Intellon Corporation 2007 Equity Incentive Plan (collectively, the “Plans”), each of which was assumed by the Company. As of the date of this Post-Effective Amendment, the Plans have terminated, no awards remain outstanding under the Plans, and no additional shares will be issued under the Plans.
In accordance with the Company’s undertaking in Part II, Item 9 of the Registration Statement, the Registrant hereby amends the Registration Statement to remove from registration all securities registered but remaining unsold, if any, under the Registration Statement and to terminate the effectiveness of the Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
| | | | | |
| Exhibit No. | Description |
| 24 | Power of Attorney (included in signature pages to this Registration Statement) |
SIGNATURE
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 Post-Effective Amendment to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on July 23, 2021.
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| | QUALCOMM Incorporated |
| | | |
| | By: | /s/ Akash Palkhiwala |
| | | Akash Palkhiwala |
| | | Chief Financial Officer |
SIGNATURES AND POWER OF ATTORNEY
The officers and directors of QUALCOMM Incorporated whose signatures appear below hereby constitute and appoint Cristiano Amon and Akash Palkhiwala, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned this post-effective amendment to the Registration Statements on Form S-8 with respect to the Atheros Communications, Inc. 2004 Stock Incentive Plan, as amended, the Atheros Communications, Inc. 2009 Inducement Grant Incentive Plan, the Atheros Communications, Inc. 1998 Stock Incentive Plan, the Third Amended and Restated Intellon Corporation 2000 Employee Incentive Plan and the Intellon Corporation 2007 Equity Incentive Plan, each assumed by QUALCOMM Incorporated, and any amendments thereto, and each of the undersigned does hereby ratify and confirm all that each of said attorney and agent, or their or his substitutes, shall do or cause to be done by virtue hereof. | | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | | |
/s/ Cristiano Amon | | President and Chief Executive Officer, and Director | | July 23, 2021 |
| Cristiano Amon | | (Principal Executive Officer) | | |
| | | | |
/s/ Akash Palkhiwala | | Chief Financial Officer | | July 23, 2021 |
| Akash Palkhiwala | | (Principal Financial Officer) | | |
| | | | |
| /s/ Erin Polek | | Senior Vice President, Corporate Controller and | | July 23, 2021 |
| Erin Polek | | Chief Accounting Officer (Principal Accounting Officer) | | |
| | | | |
| /s/ Sylvia Acevedo | | Director | | July 23, 2021 |
| Sylvia Acevedo | | | | |
| | | | |
| /s/ Mark Fields | | Director | | July 23, 2021 |
| Mark Fields | | | | |
| | | | |
/s/ Jeffrey W. Henderson | | Director | | July 23, 2021 |
| Jeffrey W. Henderson | | | | |
| | | | |
| /s/ Gregory N. Johnson | | Director | | July 23, 2021 |
| Gregory N. Johnson | | | | |
| | | | |
/s/ Ann M. Livermore | | Director | | July 23, 2021 |
| Ann M. Livermore | | | | |
| | | | |
/s/ Harish Manwani | | Director | | July 23, 2021 |
| Harish Manwani | | | | |
| | | | |
/s/ Mark D. McLaughlin | | Chair of the Board | | July 23, 2021 |
| Mark D. McLaughlin | | | | |
| | | | |
| /s/ Jamie S. Miller | | Director | | July 23, 2021 |
| Jamie S. Miller | | | | |
| | | | |
/s/ Clark T. Randt, Jr. | | Director | | July 23, 2021 |
| Clark T. Randt, Jr. | | | | |
| | | | |
/s/ Irene B. Rosenfeld | | Director | | July 23, 2021 |
| Irene B. Rosenfeld | | | | |
| | | | |
| /s/ Kornelis (Neil) Smit | | Director | | July 23, 2021 |
| Kornelis (Neil) Smit | | | | |
| | | | |
| /s/ Jean-Pascal Tricoire | | Director | | July 23, 2021 |
| Jean-Pascal Tricoire | | | | |
| | | | |
| /s/ Anthony J. Vinciquerra | | Director | | July 23, 2021 |
| Anthony J. Vinciquerra | | | | |