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Registration No._________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUALCOMM INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE 95-3685934
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(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
5775 MOREHOUSE DRIVE
SAN DIEGO, CALIFORNIA 92121
858-587-1121
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(Address of principal executive offices)
QUALCOMM INCORPORATED 2001 STOCK OPTION PLAN,
2001 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN AND
2001 EMPLOYEE STOCK PURCHASE PLAN
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(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
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(Name and address of agent for service)
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
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Proposed
maximum Proposed maximum
Title of Securities Amount to be offering price aggregate offering Amount of
to be registered(1) registered(2) per share(3) price(3) registration fee(4)
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2001 Stock Option Plan
Common Stock
Par Value $.0001 3,293,200 $64.39 $212,049,148.00
47,248,370 $60.99 $2,881,678,086.30 $0.00(4)
2001 Non-Employee Directors' Stock Option Plan
Common Stock
Par Value $.0001 110,000 $63.06 $6,936,600.00 $0.00(4)
1,940,000 $60.99 $118,320,600.00
2001 Employee Stock Purchase Plan
Common Stock
Par Value $.0001 11,000,000 $51.84 $570,240,000.00 $0.00(4)
TOTALS 63,591,570 $3,789,224,434.30 $0.00(4)
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(1) The securities to be registered include options and rights to acquire
Common Stock.
(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.
(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised options
under the 2001 Stock Option Plan and the 2001 Non-Employee Directors' Stock
Option Plan, the price is computed on the basis of the weighted average exercise
price. As to the remaining shares under the 2001 Stock Option Plan and the 2001
Non-Employee Directors' Stock Option Plan, the price is based upon the average
of the high and low prices of the Common Stock on May 2, 2001, as reported on
the NASDAQ National Market. The 2001 Employee Stock Purchase Plan establishes a
purchase price equal to 85% of the fair market value of the Company's Common
Stock, and, therefore, the price for shares under this plan is based upon 85% of
the average of the high and low prices of the Common Stock on May 2, 2001, as
reported on the NASDAQ National Market.
(4) The securities being registered under the QUALCOMM Incorporated 2001
Stock Option Plan are shares which were previously available for grant under the
QUALCOMM Incorporated 1991 Stock Option Plan. The registrant previously
registered such shares for issuance pursuant to the 1991 Stock Option Plan on
Form S-8 registration statements (33-45083; 33-78150; 33-
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78158; 333-2752; 333-2754; 333-2756; 333-32013; 333-69457; 333-95291). The
registrant has filed a post-effective amendment to deregister such shares from
the Form S-8 registration statements filed with respect to the 1991 Stock Option
Plan, and accordingly, the associated registration fee previously paid on these
shares under the prior registration statements is hereby also carried forward to
cover the registration fee under this Registration Statement. The securities
being registered under the QUALCOMM Incorporated 2001 Non-Employee Directors'
Stock Option Plan are shares which were previously available for grant under the
QUALCOMM Incorporated 1998 Non-Employee Directors' Stock Option Plan. The
registrant previously registered such shares for issuance pursuant to the 1998
Non-Employee Directors' Stock Option Plan on Form S-8 registration statement
(File no. 333-69457). The registrant has filed a post-effective amendment to
deregister such shares from the Form S-8 registration statement filed with
respect to the 1998 Non-Employee Directors' Stock Option Plan, and accordingly,
the associated registration fee previously paid on these shares under the prior
registration statement is hereby also carried forward to cover the registration
fee under this Registration Statement. The securities being registered under the
QUALCOMM Incorporated 2001 Employee Stock Purchase Plan are shares which were
previously available for grant under the QUALCOMM 1991 Employee Stock Purchase
Plan. The registrant previously registered such shares for issuance pursuant to
the 1991 Employee Stock Purchase Plan on Form S-8 registration statements
(33-45083; 33-78150; 33-78158; 333-2752; 333-2754; 333-2756; 333-32013;
333-69457). The registrant has filed a post-effective amendment to deregister
such shares from the Form S-8 registration statements filed with respect to the
1991 Employee Stock Purchase Plan, and accordingly, the associated registration
fee previously paid on these shares under the prior registration statements is
hereby also carried forward to cover the registration fee under this
Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
QUALCOMM Incorporated (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K filed
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for the
Company's latest fiscal year ended September 24, 2000 as filed with the
Securities and Exchange Commission on November 3, 2000.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.
(c) The description of the Company's Common Stock contained in
the Company's registration statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
The class of securities to be offered is registered under Section
12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Under Section 145 of the Delaware General Corporation Law, the
Company has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). The Company's Bylaws
require the Company to indemnify its directors and executive officers and may
indemnify its other officers to the full extent permitted by law. The Company
believes that indemnification under its Bylaws covers at least negligence and
gross negligence by officers and directors, and requires the Company to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the officer or director
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to repay such advances if it is ultimately determined that the officer or
director is not entitled to indemnification. The Bylaws further provide that
rights conferred under such Bylaws shall not be deemed to be exclusive of any
other right such persons may have or acquire under any statute, provision of any
Certificate of Incorporation, Bylaw, agreement, vote of stockholders,
disinterested directors or otherwise.
In addition, the Company's Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty of care to the Company and
its stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Company, or acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
The Company currently has a policy providing directors and
officers liability insurance with insured directors and officers of the Company
in certain circumstances. The policy also insures the Company against losses as
to which its directors and officers are entitles to indemnification.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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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
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on May 7, 2001.
QUALCOMM INCORPORATED
By: /s/ IRWIN MARK JACOBS
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Irwin Mark Jacobs, Chairman of the Board
and Chief Executive Officer
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SIGNATURES AND POWER OF ATTORNEY
The officers and directors of QUALCOMM Incorporated whose signatures
appear below, hereby constitute and appoint IRWIN MARK JACOBS and ANTHONY S.
THORNLEY, 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 any amendment or amendments to this registration
statement on Form S-8, 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.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ IRWIN MARK JACOBS Chairman of the Board, Chief May 7, 2001
--------------------------------- Executive Officer and Director ------------------
Irwin Mark Jacobs (Principal Executive Officer)
/s/ ANTHONY S. THORNLEY Executive Vice President and May 7, 2001
--------------------------------- Chief Financial Officer ------------------
Anthony S. Thornley (Principal Financial and
Accounting Officer)
/s/ RICHARD C. ATKINSON Director May 7, 2001
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Richard C. Atkinson
Director
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Adelia A. Coffman
Director
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Diana Lady Dougan
Director
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Neil Kadisha
/s/ ROBERT E. KAHN Director May 7, 2001
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Robert E. Kahn
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/s/ JEROME S. KATZIN Director May 7, 2001
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Jerome S. Katzin
/s/ DUANE A. NELLES Director May 7, 2001
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Duane A. Nelles
Director
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Peter M. Sacerdote
/s/ FRANK SAVAGE Director May 7, 2001
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Frank Savage
/s/ BRENT SCOWCROFT Director May 7, 2001
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Brent Scowcroft
/s/ MARC I. STERN Director May 7, 2001
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Marc I. Stern
/s/ RICHARD SULPIZIO Director May 7, 2001
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Richard Sulpizio
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EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of the Company, as amended, is
incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1, as amended, filed with the Securities and
Exchange Commission (No. 33-42782).
4.2 Bylaws of the Company are incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (No. 33-42782).
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included in signature pages to this registration
statement)
99.1 QUALCOMM Incorporated 2001 Stock Option Plan(1)
99.2 QUALCOMM Incorporated 2001 Non-Employee Directors' Stock Option Plan(1)
99.3 QUALCOMM Incorporated 2001 Employee Stock Purchase Plan(1)
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(1) Filed as an exhibit to the registrant's Definitive Proxy Statement on
Form DEF 14A (File No. 000-19528) filed on January 11, 2001.