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As filed with the Securities and Exchange Commission on January 24, 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)
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5775 MOREHOUSE DRIVE
SAN DIEGO, CALIFORNIA 92121
(858) 587-1121
(Address Of Principal Executive Offices)
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1991 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)
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COPIES TO:
FREDERICK T. MUTO, ESQ.
THOMAS A. COLL, ESQ.
COOLEY GODWARD LLP
4365 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CALIFORNIA 92101
(858) 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 (1) SHARE (2) PRICE (2) REGISTRATION FEE
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Common Stock, par
value $.0001 28,000,000 $138.13 $3,867,640,000 $1,021,056.96
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(1) The Registrant's Board of Directors and stockholders approved an
amendment to increase the number of shares authorized for issuance under
the Registrant's 1991 Stock Option Plan, as amended (the "1991 Plan"),
by 3,500,000 shares in December 1998 and February 1999, respectively. In
April 1999, the Registrant declared a two-for-one stock split in the
form of a stock dividend distributed in May 1999, and effected an
additional four-for-one stock split in December 1999. Accordingly, this
Registration Statement covers 28,000,000 shares, representing the
additional 3,500,000 shares that became issuable under the 1991 Plan, as
adjusted for such stock splits. This Registration Statement shall also
cover any additional shares of Common Stock which shall become issuable
under the 1991 Plan by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the Registrant's outstanding shares of 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 average of
the high and low sales prices of Registrant's Common Stock on January
18, 2000, as reported on the NASDAQ National Market for the remainder
of the shares subject to the Option Plan 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;
7. Registration Statement No. 333-32013 filed July 24, 1997; and
8. Registration Statement No. 333-69457 filed December 22, 1998.
EXHIBITS
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EXHIBIT
NUMBER
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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. (1)
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(1) Filed as an Exhibit to the Registrant's Registration Statement on Form S-8
(File No. 333-69457) filed on December 22, 1998.
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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 January 21, 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.
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SIGNATURE TITLE DATE
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/s/ IRWIN MARK JACOBS Chairman of the Board, Chief January 21, 2000
- ----------------------------- Executive Officer and Director
Irwin Mark Jacobs (Principal Executive Officer)
/s/ ANDREW J. VITERBI Vice Chairman of the Board January 21, 2000
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Andrew J. Viterbi
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/s/ ANTHONY S. THORNLEY Executive Vice President and January 21, 2000
- ------------------------------------ Chief Financial Officer
Anthony S. Thornley (Principal Financial and
Accounting Officer)
/s/ RICHARD C. ATKINSON Director January 21, 2000
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Richard C. Atkinson
/s/ ADELIA A. COFFMAN Director January 21, 2000
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Adelia A. Coffman
Director January ___, 2000
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Diana Lady Dougan
Director January ___, 2000
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Neil Kadisha
/s/ ROBERT E. KAHN Director January 21, 2000
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Robert E. Kahn
/s/ JEROME S. KATZIN Director January 21, 2000
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Jerome S. Katzin
/s/ DUANE A. NELLES Director January 21, 2000
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Duane A. Nelles
/s/ PETER M. SACERDOTE Director January 21, 2000
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Peter M. Sacerdote
/s/ FRANK SAVAGE Director January 21, 2000
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Frank Savage
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/s/ BRENT SCOWCROFT Director January 21, 2000
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Brent Scowcroft
/s/ MARC I. STERN Director January 21, 2000
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Marc I. Stern
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EXHIBIT INDEX
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EXHIBIT
NUMBER
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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. (1)
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(1) Filed as an Exhibit to the Registrant's Registration Statement on Form S-8
(File No. 333-69457) filed on December 22, 1998.
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EXHIBIT 5.1
January 24, 2000
QUALCOMM INCORPORATED
5775 Morehouse Drive
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by QUALCOMM INCORPORATED, a Delaware corporation (the "Company")
of a Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission, covering the offering of an aggregate of up
to 28,000,000 shares of the Company's Common Stock, $.0001 par value (the
"Shares") for issuance pursuant to the Company's 1991 Stock Option Plan (the
"Option Plan").
In connection with this opinion, we have examined and relied upon the
Registration Statement and related prospectus, the Option Plan, the Company's
Certificate of Incorporation and Bylaws, as amended, and the originals or copies
certified to our satisfaction of such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when issued and sold in accordance with the Option Plan and
related prospectus will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
/S/ THOMAS A. COLL
Thomas A. Coll
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 10, 1999 relating to the
financial statements and financial statement schedule of QUALCOMM Incorporated,
which appears in QUALCOMM Incorporated's Annual Report on Form 10-K for the year
ended September 30, 1999.
PRICEWATERHOUSECOOPERS LLP
San Diego, California
January 24, 2000
