QUALCOMM INC/DE — Share Issue/Capital Change 2011

Mar 30, 2011

PAGEBREAK

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

Registration No. 333-117626

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT TO

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

5775 MOREHOUSE DRIVE SAN DIEGO, CALIFORNIA 92121 858-587-1121

(Address of principal executive offices)

QUALCOMM INCORPORATED 1991 STOCK OPTION PLAN (Full titles of the plans)

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)

Folio /Folio

PAGEBREAK

DEREGISTRATION OF SHARES

Effective as of December 5, 2005, QUALCOMM Incorporated (the “Registrant”) adopted the QUALCOMM Incorporated 2006 Long-Term Incentive Plan, as amended (the “2006 LTIP”), which is the successor to the QUALCOMM Incorporated 1991 Stock Option Plan (the “Prior Plan”). This post-effective amendment to the Registrant’s Registration Statements on Form S-8 listed below (collectively, the “Prior Registration Statements”) is filed to deregister 799,001 shares previously registered under the 1991 Stock Option Plan, for which the Registration Statements had remained in effect with respect to outstanding options previously granted under the Prior Plan. The 799,001 shares deregistered by this post-effective amendment will be registered by means of a Registration Statement on Form S-8 that will be filed simultaneously with this Registration Statement for the 2006 LTIP. The associated registration fees previously paid on these shares under the Prior Registration Statements are carried forward to cover the registration fee necessary to register shares issuable under the Registrant’s 2006 LTIP. With the filing of this post-effective amendment, there are no shares registered under the Prior Plan, and the following Prior Registration Statements are now terminated.

1.	Registration Statement No. 333-2754 filed March 25, 1996;
2.	Registration Statement No. 333-32013 filed July 24, 1997;
3.	Registration Statement No. 333-69457 filed December 22, 1998; and
4.	Registration Statement No. 333-95291 filed January 24, 2000.

Folio /Folio

PAGEBREAK

EXHIBIT INDEX

24 Power of Attorney (filed herewith)

Folio /Folio

PAGEBREAK

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 post-effective amendment to the Registration Statements with respect to the QUALCOMM Incorporated 1991 Stock Option 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

Folio /Folio