As filed with the Securities and Exchange Commission on August 12, 2011
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Skyworks Solutions, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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(State or other jurisdiction of
incorporation or organization)
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04-2302115
(I.R.S. Employer Identification No.)
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Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, Massachusetts 01801
(Address of Principal Executive Offices) (Zip Code)
2002 Employee Stock Purchase Plan, as amended
Non-Qualified Employee Stock Purchase Plan, as amended
(Full title of the plans)
Mark V. B. Tremallo
Vice President, General Counsel and Secretary
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, Massachusetts 01801
(Name and Address of agent for service of process)
(781) 376-3000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Title of Securities
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Amount to be
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Offering Price Per
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Aggregate Offering
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Amount of
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to be Registered
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Registered(1)
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Share(3)
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Price(3)
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Registration Fee
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Common Stock, par value $0.25 per share
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2,550,000(2)
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$19.72
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$50,286,000
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$5,839.00
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as
amended, this registration statement shall be deemed to cover any
additional securities that may from time to time be offered or issued
to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
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(2)
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Consists of (i) 2,250,000 shares issuable under the
2002 Employee Stock Purchase Plan and (ii) 300,000 shares issuable under the Non-Qualified Employee Stock Purchase Plan.
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(3)
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The price of $19.72 per share, which is the average of the high and low
prices of the common stock as reported on the Nasdaq Global Select
Market on August 9, 2011, is set forth solely for purposes of calculating
the filing fee pursuant to Rules 457(c) and (h).
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TABLE OF CONTENTS
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STATEMENT OF INCORPORATION BY REFERENCE
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Item
3. Incorporation of Documents by Reference.
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3
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Item 5. Interests of Named Experts and Counsel.
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3
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Item 8. Exhibits.
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3
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SIGNATURES
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4
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EXHIBIT INDEX
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5
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EXHIBIT 5.1
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6
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EXHIBIT 23.1
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7
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- 2 -
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is being filed to register an additional 2,250,000
shares of Common Stock, $0.25 par value per share, of Skyworks Solutions, Inc. (the Registrant)
issuable under the 2002 Employee Stock Purchase Plan, as amended (the ESPP)
and an additional 300,000 shares of Common Stock, $0.25 per value per share, of the Registrant issuable under
the Registrants Non-Qualified Employee Stock Purchase Plan, as amended (the Non-Qualified ESPP).
Pursuant to General
Instruction E to Form S-8, except as otherwise set forth below, this registration statement on Form
S-8 incorporates by reference, with respect to the ESPP, the contents
of the registration statements on Form S-8, File No.
333-100312, File No. 333-132880 and File No. 333-150782
and, with respect to the Non-Qualified ESPP, the contents of the registration statements on Form S-8, File No. 333-91524, File No. 333-100313,
File No. 333-122333, File No. 333-132880 and File No. 333-150782.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements of Sections 13(a),
14, and 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and in
accordance therewith files reports, proxy statements and other information with the Securities and
Exchange Commission (the Commission). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:
(a) The Registrants latest annual report filed pursuant to Section 13(a) or 15(d) of the
Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that
contains audited financial statements for the Registrants latest fiscal year for which such
statements have been filed.
(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 document referred to in (a) above.
(c) The description of the securities contained in the Registrants registration statement on
Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of
updating such description, including, but not limited to, the Registrants Current Report on Form
8-K (File No. 001-05560) filed with the Commission on June 17, 2011.
All documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this registration
statement.
Item 5. Interests of Named Experts and Counsel.
Mark V.B. Tremallo, Vice President, General Counsel and Secretary of the Registrant, has
opined as to the legality of the securities being offered by this registration statement. Mr.
Tremallo is an eligible participant under the ESPP, has received awards under the ESPP and may
receive future awards under the ESPP.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Woburn, in the Commonwealth of Massachusetts, on this 12th
day of August 2011.
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SKYWORKS SOLUTIONS, INC.
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By:
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/s/ David J. Aldrich
David J. Aldrich
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President and Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Skyworks Solutions, Inc., hereby severally
constitute and appoint David J. Aldrich and Donald W. Palette, and each of them singly, our true
and lawful attorneys with full power to them, and each of them singly, to sign for us in our names
in the capacities indicated below, the registration statement on Form S-8 filed herewith and any
and all subsequent amendments to said registration statement, and generally to do all things in our
names and on our behalf in such capacities to enable Skyworks Solutions, Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission hereby ratifying and confirming our signatures as they may be signed by our
said attorneys, or any one of them, to said registration statement and any and all amendments
thereto.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates indicated below:
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SIGNATURE
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TITLE
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DATE
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/s/ David J. Aldrich
David J. Aldrich
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President, Chief Executive Officer and
Director (Principal Executive Officer)
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August 12, 2011
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/s/ Donald W. Palette
Donald W. Palette
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Vice President and Chief Financial
Officer
(Principal Accounting and
Financial Officer)
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August 12, 2011
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/s/ David J. McLachlan
David J. McLachlan
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Chairman of the Board
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August 12, 2011
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/s/ Kevin L. Beebe
Kevin L. Beebe
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Director
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August 12, 2011
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/s/ Moiz M. Beguwala
Moiz M. Beguwala
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Director
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August 12, 2011
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/s/ Timothy R. Furey
Timothy R. Furey
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Director
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August 12, 2011
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/s/ Balakrishnan S. Iyer
Balakrishnan S. Iyer
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Director
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August 12, 2011
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/s/ Thomas C. Leonard
Thomas C. Leonard
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Director
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August 12, 2011
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/s/ David P. McGlade
David P. McGlade
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Director
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August 12, 2011
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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4.1(1)
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Amended and Restated Certificate of Incorporation of the Registrant, as Amended
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4.2(1)
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Second Amended and Restated By-laws of the Registrant, as Amended
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5.1
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Opinion of Mark V.B. Tremallo, Esq.
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23.1
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Consent of KPMG LLP
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23.2
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Consent of Mark V.B. Tremallo, Esq. (included in Exhibit 5.1)
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24.1
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Power of Attorney (included as part of the signature page of this Registration Statement)
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99.1(1)
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Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan, as Amended
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99.2(1)
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Skyworks
Solutions, Inc. Non-Qualified Employee Stok Purchase Plan, as Amended
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(1)
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Incorporated by reference from the Registrants Quarterly Report on
Form 10-Q for the quarter ended July 1, 2011 (File No. 001-05560)
filed with the Securities and Exchange Commission on August 9, 2011.
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Exhibit 5.1
August 12, 2011
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, MA 01801
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Re:
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2002 Employee Stock Purchase Plan, as amended
Non-Qualified Employee Stock Purchase Plan, as amended
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Ladies and Gentlemen:
I have assisted in the preparation of a Registration Statement on Form S-8 (the Registration
Statement) to be filed with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933, as amended (the Securities Act), relating to (i) an aggregate of 2,250,000
shares of common stock, $0.25 par value per share (the ESPP Shares), of Skyworks Solutions, Inc., a
Delaware corporation (the Company), issuable under the Companys 2002 Employee Stock Purchase
Plan, as amended (the ESPP)
and (ii) an aggregate of 300,000 shares of common stock, $0.25 per value per share (together with the ESPP Shares, the Shares),
of the Company, issuable under the Companys Non-Qualified Employee Stock Purchase Plan, as amended (together with the ESPP, the Plans).
I have examined the Certificate of Incorporation and By-Laws of the Company, each as amended
and restated to date, and originals, or copies certified to my satisfaction, of all pertinent
records of the meetings of the directors and stockholders of the Company, the Registration
Statement and such other documents relating to the Company as I have deemed material for the
purposes of this opinion.
In my examination of the foregoing documents, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified, photostatic or other copies, the
authenticity of the originals of any such documents and the legal competence of all signatories to
such documents.
I assume that the appropriate action will be taken, prior to the offer and sale of the Shares
in accordance with the Plans, to register and qualify the Shares for sale under all applicable state
securities or blue sky laws.
I express no opinion herein as to the laws of any state or jurisdiction other than the state
laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and
the federal laws of the United States of America.
It is understood that this opinion is to be used only in connection with the offer and sale of
the Shares while the Registration Statement is in effect.
Please note that I am opining only as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters.
Based on the foregoing, I am of the opinion that the Shares have been duly authorized for
issuance and, when the Shares are issued and paid for in accordance with the terms and conditions
of the Plans, the Shares will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Commission in connection with the
Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K
under the Securities Act. In giving such consent, I do not hereby admit that I am in the category
of persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
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Very truly yours,
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SKYWORKS SOLUTIONS, INC.
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/s/ Mark V. B. Tremallo
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Mark V. B. Tremallo, Esq.
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Vice President, General Counsel
and Secretary
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