Delaware
(State or other jurisdiction of incorporation or organization) |
04-2302115
(I.R.S. Employer Identification No.) |
Proposed Maximum | Proposed Maximum | |||||||||||||
Title of Securities | Amount to be | Offering Price Per | Aggregate Offering | Amount of | ||||||||||
to be Registered | Registered (1) | Share (3) | Price (3) | Registration Fee | ||||||||||
Common Stock, par value $0.25 per share
|
2,500,000 (2) | $6.78 | $16,950,000 | $1,814 | ||||||||||
(1) | 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. | |
(2) | Consists of (i) 2,000,000 shares issuable under the 2002 Employee Stock Purchase Plan, and (ii) 500,000 shares issuable under the Non-Qualified Employee Stock Purchase Plan. | |
(3) | The price of $6.78 per share, which is the average of the high and low prices of the common stock as reported on the Nasdaq National Market on March 29, 2006, is set forth solely for purposes of calculating the filing fee pursuant to Rules 457(c) and (h). |
Item 8. Exhibits. | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EXHIBIT 5.1 | ||||||||
EXHIBIT 23.1 |
SKYWORKS SOLUTIONS, INC.
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By: | /s/ DAVID J. ALDRICH | |||
David J. Aldrich | ||||
President and Chief Executive Officer | ||||
SIGNATURE | TITLE | DATE | ||
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/s/ DAVID J. ALDRICH
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President, Chief Executive Officer and Director (Principal Executive Officer) | March 31, 2006 | ||
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/s/ ALLAN M. KLINE
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Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) | March 31, 2006 | ||
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Chairman of the Board | March 31, 2006 | ||
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Director | March 31, 2006 | ||
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/s/ MOIZ M. BEGUWALA
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Director | March 31, 2006 | ||
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/s/ TIMOTHY R. FUREY
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Director | March 31, 2006 | ||
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Director | March 31, 2006 | ||
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/s/ THOMAS C. LEONARD
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Director | March 31, 2006 | ||
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/s/ DAVID P. MCGLADE
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Director | March 31, 2006 | ||
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/s/ DAVID J. MCLACHLAN
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Director | March 31, 2006 |
Exhibit No.
Description of Exhibit
Amended and Restated Certificate of Incorporation of the Registrant
Second Amended and Restated By-laws of the Registrant
Opinion of Mark V.B. Tremallo, Esq.
Consent of KPMG LLP
Consent of Mark V.B. Tremallo, Esq. (included in Exhibit 5.1)
Power of Attorney (included as part of the signature page of this
Registration Statement)
(1)
Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Annual Report on Form 10-K for the fiscal year ended September 30, 2002 (File
No. 001-5560) and incorporated herein by reference.
Re: |
2002 Employee Stock Purchase Plan
Non-Qualified Employee Stock Purchase Plan |
/s/ MARK V.B. TREMALLO
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Vice President, General Counsel and Secretary
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/s/ KPMG LLP
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