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As filed with the Securities and Exchange Commission on December 22, 1998
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 of (I.R.S. Employer Identification No.)
Incorporation or Organization)
6455 LUSK BOULEVARD
SAN DIEGO, CALIFORNIA 92121
(619) 587-1121
(Address Of Principal Executive Offices)
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1991 STOCK OPTION PLAN
1991 EMPLOYEE STOCK PURCHASE PLAN
1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full Title Of The Plan)
IRWIN MARK JACOBS
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
QUALCOMM INCORPORATED
6455 LUSK BOULEVARD
SAN DIEGO, CALIFORNIA 92121
(619) 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, CALIFORNIA 92101
(619) 550-6000
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
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Common Stock, par 7,670,000 $39.59 - $64.84 $401,878,754.88 $111,722.29
value $.0001
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1) of the Securities Act of
1933, as amended, (the "Securities Act"). Of the 7,670,000 shares
registered hereby, 5,000,000 shares are reserved for issuance pursuant
to the 1991 Stock Option Plan (the "Option Plan"), 2,200,000 are
reserved for issuance pursuant to the 1991 Employee Stock Purchase Plan
(the "ESPP") and 470,000 are reserved for issuance pursuant to the 1998
Non-Employee Director Stock Option Plan (the "Director Plan"). The price
per share and the aggregate offering price are calculated on the basis
of (a) the weighted average of $39.59 to $64.84, the exercise price for
2,470,673 shares subject to outstanding options granted under the Option
Plan, (b) the weighted average of $47.56 to $53.97, the exercise price
for 120,000 shares subject to outstanding options granted under the
Director Plan, and (c) $51.00, the average of the high and low sales
prices of Registrant's Common Stock on December 15, 1998, as reported on
the NASDAQ National Market for the remainder of the shares subject to
the Option Plan, Director Plan and ESPP registered hereunder.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the following Registration Statements on Form S-8 filed
with the Securities and Exchange Commission are incorporated by reference
herein:
1. Registration Statement No. 33-45083 filed January 16, 1992;
2. Registration Statement No. 33-78150 filed April 26, 1994;
3. Registration Statement No. 33-78158 filed April 26, 1994;
4. Registration Statement No. 333-2752 filed March 25, 1996;
5. Registration Statement No. 333-2754 filed March 25, 1996;
6. Registration Statement No. 333-2756 filed March 25, 1996; and
7. Registration Statement No. 333-32013 filed July 24, 1997.
EXHIBITS
EXHIBIT
NUMBER
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 1991 Stock Option Plan, as amended.
99.2 1991 Employee Stock Purchase Plan, as amended.
99.3 1998 Non-Employee Directors' Stock Option Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 December 21, 1998.
QUALCOMM INCORPORATED
By /s/ IRWIN MARK JACOBS
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Irwin Mark Jacobs, Chairman of the
Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints IRWIN MARK JACOBS and ANTHONY S. THORNLEY
and each or either one 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 attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
/s/ IRWIN MARK JACOBS Chairman of the Board, Chief December 21, 1998
- --------------------------- Executive Officer and Director
Irwin Mark Jacobs (Principal Executive Officer)
/s/ ANDREW J. VITERBI Vice Chairman of the Board December 21, 1998
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Andrew J. Viterbi
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/s/ ANTHONY S. THORNLEY Executive Vice President and December 21, 1998
- --------------------------- Chief Financial Officer
Anthony S. Thornley (Principal Financial and
Accounting Officer)
/s/ RICHARD C. ATKINSON Director December 21, 1998
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Richard C. Atkinson
/s/ ADELIA A. COFFMAN Director December 21, 1998
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Adelia A. Coffman
/s/ DIANA LADY DOUGAN Director December 21, 1998
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Diana Lady Dougan
/s/ NEIL KADISHA Director December 21, 1998
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Neil Kadisha
/s/ ROBERT E. KAHN Director December 21, 1998
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Robert E. Kahn
/s/ JEROME S. KATZIN Director December 21, 1998
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Jerome S. Katzin
/s/ DUANE A. NELLES Director December 21, 1998
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Duane A. Nelles
/s/ PETER M. SACERDOTE Director December 21, 1998
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Peter M. Sacerdote
Director December __, 1998
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Frank Savage
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Director December ___, 1998
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Brent Scowcroft
/s/ MARC I. STERN Director December 21, 1998
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Marc I. Stern
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EXHIBIT INDEX
EXHIBIT
NUMBER
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 1991 Stock Option Plan, as amended.
99.2 1991 Employee Stock Purchase Plan, as amended.
99.3 1998 Non-Employee Directors' Stock Option Plan.