QUALCOMM INC/DE — Registration Form 2011

Mar 30, 2011

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As filed with the Securities and Exchange Commission on March 30, 2011

Registration No. 333-______

UNITED STATES 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 incorporation or organization)	(I.R.S. employer identification no.)

5775 MOREHOUSE DRIVE
SAN DIEGO, CALIFORNIA 92121
858-587-1121
(Address of principal executive offices)

QUALCOMM INCORPORATED 2006 LONG-TERM INCENTIVE PLAN
AMENDED AND RESTATED QUALCOMM INCORPORATED 2001
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)

PAUL E. JACOBS
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
QUALCOMM INCORPORATED
5775 MOREHOUSE DRIVE
SAN DIEGO, CALIFORNIA 92121
858-587-1121
(Name and address of agent for service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one:)

Large accelerated filer þ
(Do not check if a smaller reporting company)

This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act of 1933, as amended.

CALCULATION OF REGISTRATION FEE

Title of securities to	Amount to be	Proposed — maximum offering price	Proposed maximum — aggregate offering	Amount of
be registered 1	registered 2	per share 3	price 3	registration fee
2006 Long-Term
Incentive Plan,
as amended
Common Stock
Par Value $.0001	65,000,000	$52.69	$3,424,850,000	$397,625 4
Common Stock
Par Value $.0001
(from 1991 Stock
Option Plan)	799,001	NA	NA	$0 4
Amended and Restated
2001 Employee Stock
Purchase Plan
Common Stock
Par Value $.0001	22,000,000	$52.69	$1,159,180,000	$134,581 5
TOTALS	87,799,001	$52.69	$4,584,030,000	$532,206

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. The price is based upon the average of the high and low prices of the Common Stock on March
28, 2011, as reported on the NASDAQ Global Select Market.
4	The additional shares to be registered by QUALCOMM Incorporated (the “Registrant”) on
this Form S-8 Registration Statement under the QUALCOMM Incorporated 2006 Long-Term Incentive Plan,
as amended (the “2006 LTIP”), include 65,000,000 newly authorized shares. The remaining 799,001
shares being registered under the 2006 LTIP are shares that were previously available for grant
under the QUALCOMM Incorporated 1991 Stock Option Plan (the “Prior Plan”). The Registrant
previously registered such shares for issuance on Registration Statements on Form S-8 (SEC File
Nos. 333-2754, 333-32013, 333-69457, and 333-95291). The Registrant is simultaneously filing
post-effective amendments to deregister such shares from the Registration Statements on Form S-8
previously filed with respect to the Prior Plan; accordingly, the associated registration fees
previously paid on these shares under the prior Registration Statements are hereby carried forward
to cover a portion of the registration fee due under this Registration Statement.
5	The additional shares to be registered by the Registrant on this Form S-8 Registration
Statement under the Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan
are newly authorized shares.

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TABLE OF CONTENTS

SIGNATURE
EXHIBIT INDEX
EX-5
EX-23.2

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INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8

The contents of the Registration Statements on Form S-8 listed below are incorporated by reference herein.

Registration Statements filed with respect to the QUALCOMM Incorporated 2006 Long-Term Incentive Plan and the former 2001 Stock Option Plan, which was amended and restated as the 2006 Long-Term Incentive Plan (SEC File No. 333-166246, filed April 22, 2010; SEC File No. 333-150423, filed April 24, 2008; SEC File No. 333-137692, filed September 29, 2006; SEC File No. 333-117626, filed July 23, 2004; SEC File No. 333-103497, filed February 28, 2003; and SEC File No. 333-60484, filed May 8, 2001).

Registration Statements filed with respect to the Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan (SEC File No. 333-150423, filed April 24, 2008; SEC File No. 333-103497, filed February 28, 2003; and SEC File No. 333-60484, filed May 8, 2001).

link2 "Item 8. Exhibits"

Item 8. Exhibits

See Exhibit Index.

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link1 "SIGNATURE"

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 with respect to the QUALCOMM Incorporated 2006 Long-Term Incentive Plan and the Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on March 30, 2011.

QUALCOMM Incorporated
By:	/s/ Paul E. Jacobs
	Paul E. 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 PAUL E. JACOBS and WILLIAM E. KEITEL, 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 this Registration Statement on Form S-8 with respect to QUALCOMM Incorporated 2006 Long-Term Incentive Plan and the Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan and any amendment or amendments thereto, 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.

Signature	Title	Date
/s/ Paul E. Jacobs Paul E. Jacobs	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	March 30, 2011
/s/ William E. Keitel William E. Keitel	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 30, 2011
	Director
Barbara T. Alexander
/s/ Stephen M. Bennett	Director	March 30, 2011
Stephen M. Bennett
	Director
Donald G. Cruickshank
/s/ Raymond V. Dittamore	Director	March 30, 2011
Raymond V. Dittamore
/s/ Thomas W. Horton	Director	March 30, 2011
Thomas W. Horton
/s/ Irwin Mark Jacobs	Director	March 30, 2011
Irwin Mark Jacobs
/s/ Robert E. Kahn	Director	March 30, 2011
Robert E. Kahn
/s/ Sherry Lansing	Director	March 30, 2011
Sherry Lansing
/s/ Duane A. Nelles	Director	March 30, 2011
Duane A. Nelles

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Signature	Title	Date
/s/ Francisco Ros	Director	March 30, 2011
Francisco Ros
/s/ Brent Scowcroft	Director	March 30, 2011
Brent Scowcroft
/s/ Marc I. Stern	Director	March 30, 2011
Marc I. Stern

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link1 "EXHIBIT INDEX"

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 Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on January 27,
2010. |
| --- | --- |
| 4.2 | Certificate of Amendment of Certificate of Designation is incorporated by
reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 30, 2005. |
| 4.3 | Amended and Restated Bylaws of the Company are incorporated by reference to
Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 25, 2009. |
| 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 2006 Long-Term Incentive Plan, as amended, is
incorporated by reference to Exhibit 10.91 to the Company’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on January 26,
2011. |
| 99.2 | Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan
is incorporated by reference to Exhibit 10.88 to the Company’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on July
21, 2010. |

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