1
As filed with the Securities and Exchange Commission on March 21, 2000
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 of (I.R.S. Employer Identification No.)
Incorporation or Organization)
5775 MOREHOUSE DRIVE
SAN DIEGO, CALIFORNIA 92121
(858) 587-1121
(Address Of Principal Executive Offices)
SNAPTRACK, INC. 1995 STOCK OPTION PLAN
NON-PLAN STOCK OPTIONS
(Full Title Of The Plan)
IRWIN MARK JACOBS
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
QUALCOMM INCORPORATED
5775 MOREHOUSE DRIVE
SAN DIEGO, CALIFORNIA 92121
(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, CALIFORNIA 92121
(858) 550-6000
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CALCULATION OF REGISTRATION FEE
=========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE
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common stock, par 1,555,325 $0.02 - $5.30 $2,048,705.62 $540.86
value $.0001
=========================================================================================================
(1) On March 1, 2000, the Registrant completed the acquisition of SnapTrack,
Inc., a Delaware corporation ("SnapTrack"). In connection with the
acquisition, the Registrant assumed the obligations under SnapTrack's
1995 Stock Option Plan (the "1995 Plan") and is obligated to issue up to
1,548,248 shares of common stock of the Registrant pursuant to the
exercise of stock options that were outstanding under the 1995 Plan on
the date the acquisition of SnapTrack was consummated. The Registrant
does not anticipate issuing any additional stock options under the 1995
Plan. In addition, the Registrant assumed options issued outside of the
1995 Plan to purchase up to 7,077 shares of Registrant's common stock.
(2) 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"). The price per share and the
aggregate offering price are calculated on the basis of the actual
exercise price upon which the options may be exercised.
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CLASS OF SHARES NUMBER OF SHARES OFFERING PRICE PER AGGREGATE
SHARE OFFERING PRICE
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common stock issuable pursuant 160,286 $0.13 $20,837.18
to outstanding options under the
1995 Plan
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common stock issuable pursuant 241,763 $0.29 $70,111.27
to outstanding options under the
1995 Plan
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common stock issuable pursuant 514,464 $1.03 $529,897.92
to outstanding options under the
1995 Plan
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common stock issuable pursuant 421,061 $1.59 $669,486.99
to outstanding options under the
1995 Plan
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common stock issuable pursuant 112,686 $2.12 $238,894.32
to outstanding options under the
1995 Plan
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common stock issuable pursuant 97,988 $5.30 $519,336.40
to outstanding options under the
1995 Plan
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common stock issuable pursuant 7,077 $0.02 $141.54
to outstanding options issued
outside of the 1995 Plan
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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;
7. Registration Statement No. 333-32013 filed July 24, 1997;
8. Registration Statement No. 333-69457 filed December 22, 1998; and
9. Registration Statement No. 333-95291 filed January 24, 2000.
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. Reference is made to Exhibit 5.1 to this
Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 SnapTrack, Inc. 1995 Stock Option Plan, as amended.
99.2 Form of Non-Plan Option
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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-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 March 20, 2000.
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 March 20, 2000
Irwin Mark Jacobs Executive Officer and Director
(Principal Executive Officer)
/s/ ANTHONY S. THORNLEY
- ------------------------------- Executive Vice President and March 20, 2000
Anthony S. Thornley Chief Financial Officer
(Principal Financial and
Accounting Officer)
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/s/ RICHARD C. ATKINSON Director March 20, 2000
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Richard C. Atkinson
Director March __, 2000
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Adelia A. Coffman
/s/ DIANA LADY DOUGAN Director March 20, 2000
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Diana Lady Dougan
/s/ NEIL KADISHA Director March 20, 2000
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Neil Kadisha
/S/ ROBERT E. KAHN Director March 20, 2000
- -------------------------------
Robert E. Kahn
/S/ JEROME S. KATZIN Director March 20, 2000
- -------------------------------
Jerome S. Katzin
/S/ DUANE A. NELLES Director March 20, 2000
- -------------------------------
Duane A. Nelles
Director March __, 2000
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Peter M. Sacerdote
/S/ FRANK SAVAGE Director March 17, 2000
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Frank Savage
/S/ BRENT SCOWCROFT Director March 20, 2000
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Brent Scowcroft
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/S/ MARC I. STERN Director March 20, 2000
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Marc I. Stern
/S/ ANDREW J. VITERBI Director March 16, 2000
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Andrew J. Viterbi
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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. Reference is made to Exhibit 5.1 to this
Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 SnapTrack, Inc. 1995 Stock Option Plan, as amended.
99.2 Form of Non-Plan Option
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