<PAGE>
As filed with the Securities and Exchange Commission on July 26, 2000
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)
5775 MOREHOUSE DRIVE
SAN DIEGO, CALIFORNIA 92121
(858) 587-1121
(Address Of Principal Executive Offices)
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SNAPTRACK, INC. 1995 STOCK OPTION PLAN
(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:
THOMAS A. COLL, ESQ.
COOLEY GODWARD LLP
4365 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CALIFORNIA 92121
(858) 550-6000
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<PAGE>
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
common stock, par 4,718 $1.59 $7,501.62 $1.98
value $.0001
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</TABLE>
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(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 1,552,966 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 filed a Registration Statement on Form S-8 (File No.
333-32924) on March 21, 2000 pursuant to which the Registrant
registered 1,548,248 shares of its common stock in connection with its
obligations to issue common stock pursuant to the exercise of stock
options that were outstanding under the 1995 Plan. The Registrant is
obligated to issue up to an additional 4,718 shares of common stock of
the Registrant pursuant to the exercise of stock options that were
outstanding under the 1995 Plan, but were not included in the
Registration Statement filed on March 21, 2000. The Registrant does
not anticipate issuing any additional stock options under the 1995
Plan.
(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.
<TABLE>
<CAPTION>
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CLASS OF SHARES NUMBER OF SHARES OFFERING PRICE PER AGGREGATE OFFERING
SHARE PRICE
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<S> <C> <C> <C>
common stock issuable pursuant to 4,718 $1.59 $7,501.62
outstanding options under the 1995
Plan
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</TABLE>
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<PAGE>
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;
9. Registration Statement No. 333-95291 filed January 24, 2000;
and
10. Registration Statement No. 333-32924 filed March 21, 2000.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Deloitte & Touche LLP.
23.3 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 page of this Registration Statement
99.1 SnapTrack, Inc. 1995 Stock Option Plan, as amended. (1)
</TABLE>
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(1) Filed as an exhibit to the Registrant's Registration Statement on Form
S-8 (No. 333-32924) filed March 21, 2000 and incorporated herein by
reference.
<PAGE>
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 July 19, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Irwin Mark Jacobs
---------------------------- Chairman of the Board, Chief July 19, 2000
Irwin Mark Jacobs Executive Officer and Director
(Principal Executive Officer)
/s/ Anthony S. Thornley
---------------------------- Executive Vice President and July 24, 2000
Anthony S. Thornley Chief Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE>
/s/ Richard C. Atkinson
---------------------------- Director July 21, 2000
Richard C. Atkinson
/s/ Adelia A. Coffman
---------------------------- Director July 21, 2000
Adelia A. Coffman
/s/ Diana Lady Dougan
---------------------------- Director July 21, 2000
Diana Lady Dougan
/s/ Neil Kadisha
---------------------------- Director July 20, 2000
Neil Kadisha
/s/ Robert E. Kahn
---------------------------- Director July 23, 2000
Robert E. Kahn
/s/ Jerome S. Katzin
---------------------------- Director July 19, 2000
Jerome S. Katzin
/s/ Duane A. Nelles
---------------------------- Director July 21, 2000
Duane A. Nelles
---------------------------- Director July ___, 2000
Peter M. Sacerdote
/s/ Frank Savage
---------------------------- Director July 20, 2000
Frank Savage
/s/ Brent Scowcroft
---------------------------- Director July 20, 2000
Brent Scowcroft
<PAGE>
/s/ Marc I. Stern
---------------------------- Director July 20, 2000
Marc I. Stern
/s/ Andrew J. Viterbi
---------------------------- Director July 19, 2000
Andrew J. Viterbi
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Deloitte & Touche LLP.
23.3 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 page of this Registration Statement.
99.1 SnapTrack, Inc. 1995 Stock Option Plan, as amended. (1)
</TABLE>
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(1) Filed as an exhibit to the Registrant's Registration Statement on Form
S-8 (No. 333-32924) filed March 21, 2000 and incorporated herein by
reference.
