QCOM 7.24.13 S-8
As filed with the Securities and Exchange Commission on July 24, 2013
Registration No. 333-137692
Registration No. 333-150423
Registration No. 333-173184
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT NO. 333-137692
POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT NO. 333-150423
POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT NO. 333-173184
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) | | (IRS Employer Identification No.) |
| | |
5775 Morehouse Drive, San Diego, CA | | 92121 |
(Address of principal executive offices) | | (Zip Code) |
| | |
QUALCOMM INCORPORATED 2006 LONG-TERM INCENTIVE 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 |
(Name and address of agent for service) |
| | |
858-587-1121 |
(Telephone number, including area code, 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
| | | |
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
EXPLANATORY NOTE
QUALCOMM Incorporated (the “Company”) is filing this post-effective amendment solely to pay registration fees attributable to 7,381,233 shares issuable under the QUALCOMM Incorporated 2006 Long-Term Incentive Plan, as amended. These shares were previously registered in Form S-8 Registration Statements (333-137692; 333-150423; and 333-173184).
The Company recently discovered that these Form S-8 Registration Statements had incorrectly claimed credit for certain prior registration fee payments, and the underpayment is being paid with this filing.
CALCULATION OF REGISTRATION FEE
|
| | | | |
| | | | |
Title of securities to be registered | Amount to be registered | Proposed maximum offering price per share1 | Proposed maximum aggregate offering price1 | Amount of registration fee1 |
QUALCOMM Incorporated 2006 Long-Term Incentive Plan, as amended | | | | |
Common Stock, Par Value $0.0001 | N/A | $61.33 | $452,691,020 | $61,747 |
| |
1. | The price is estimated pursuant to Rule 457 solely for purposes of calculating the registration fee and is based upon the average of the high and low prices of the Common Stock on July 19, 2013, as reported on the NASDAQ Global Select Market. |
EXHIBIT INDEX
|
| |
23 | Consent of PricewaterhouseCoopers LLP (filed herewith) |
24 | Power of Attorney (included in signature pages) |
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 2006 Long-Term Incentive Plan, as amended, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on July 24, 2013.
|
| | |
| QUALCOMM Incorporated |
| | |
| By: | /s/ Paul E. Jacobs |
| | Paul E. Jacobs, Chairman of the Board and |
| | Chief Executive Officer |
SIGNATURES AND POWER OF ATTORNEY
The officers and directors of QUALCOMM Incorporated whose signatures appear below hereby constitute and appoint Paul E. Jacobs and George S. Davis, 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 post-effective amendment to the Registration Statements on Form S-8 with respect to the QUALCOMM Incorporated 2006 Long-Term Incentive Plan, as amended, 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 | | Chairman of the Board and Chief Executive Officer | | July 24, 2013 |
Paul E. Jacobs | | (Principal Executive Officer) | | |
| | | | |
/s/ George S. Davis | | Executive Vice President and Chief Financial Officer | | July 24, 2013 |
George S. Davis | | (Principal Financial and Accounting Officer) | | |
| | | | |
/s/ Barbara T. Alexander | | Director | | July 24, 2013 |
Barbara T. Alexander | | | | |
| | | | |
/s/ Donald G. Cruickshank | | Director | | July 24, 2013 |
Donald G. Cruickshank | | | | |
| | | | |
/s/ Raymond V. Dittamore | | Director | | July 24, 2013 |
Raymond V. Dittamore | | | | |
| | | | |
/s/ Susan Hockfield | | Director | | July 24, 2013 |
Susan Hockfield | | | | |
| | | | |
/s/ Thomas W. Horton | | Director | | July 24, 2013 |
Thomas W. Horton | | | | |
| | | | |
/s/ Sherry Lansing | | Director | | July 24, 2013 |
Sherry Lansing | | | | |
| | | | |
/s/ Duane A. Nelles | | Director | | July 24, 2013 |
Duane A. Nelles | | | | |
| | | | |
/s/ Francisco Ros | | Director | | July 24, 2013 |
Francisco Ros | | | | |
| | | | |
/s/ Jonathan J. Rubinstein | | Director | | July 24, 2013 |
Jonathan J. Rubinstein
| | | | |
| | | | |
/s/ Brent Scowcroft | | Director | | July 24, 2013 |
Brent Scowcroft | | | | |
| | | | |
/s/ Marc I. Stern | | Director | | July 24, 2013 |
Marc I. Stern | | | | |