S-8 POS

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	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

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.

EXHIBIT INDEX

24 Power of Attorney (filed herewith)

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

EX-24

Exhibit 24

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 post-effective amendment to the Registration Statements on Form S-8 with respect to the QUALCOMM Incorporated 1991 Stock Option 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

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