Skyworks Solutions, Inc.
As filed with the Securities and Exchange Commission on March 31, 2006
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)
| |
|
|
Delaware
(State or other jurisdiction
of incorporation or organization)
|
|
04-2302115
(I.R.S. Employer Identification No.) |
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, Massachusetts 01801
(Address of Principal Executive Offices) (Zip Code)
2002 Employee Stock Purchase Plan
Non-Qualified Employee Stock Purchase Plan
(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) 935-5150
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| |
|
|
|
|
|
|
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). |
TABLE OF CONTENTS
STATEMENT OF INCORPORATION BY REFERENCE
Except as otherwise set forth below, this registration statement on Form S-8 incorporates by
reference the contents of (i) the registration statement on Form S-8, File No. 333-100312,
relating to the Registrant’s 2002 Employee Stock Purchase Plan, and (ii) the registration
statements on Form S-8, File No. 333-122333, File No. 333-100313 and File No. 333-91524, relating
to the Registrant’s Non-Qualified Employee Stock Purchase Plan.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.
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
31st day of March, 2006.
| |
|
|
|
|
| |
SKYWORKS SOLUTIONS, INC.
|
|
| |
By: |
/s/
DAVID J. ALDRICH |
|
| |
|
David J. Aldrich |
|
| |
|
President and Chief Executive Officer |
|
| |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Skyworks Solutions, Inc., hereby severally
constitute and appoint David J. Aldrich and Allan M. Kline, 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:
| |
|
|
|
|
| SIGNATURE |
|
TITLE |
|
DATE |
|
|
|
|
|
/s/ DAVID J. ALDRICH
David J. Aldrich
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
March 31, 2006 |
|
|
|
|
|
/s/ ALLAN M. KLINE
Allan M. Kline
|
|
Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)
|
|
March 31, 2006 |
|
|
|
|
|
|
|
Chairman of the Board
|
|
March 31, 2006 |
|
|
|
|
|
|
|
Director
|
|
March 31, 2006 |
|
|
|
|
|
/s/ MOIZ M. BEGUWALA
Moiz M. Beguwala
|
|
Director
|
|
March 31, 2006 |
|
|
|
|
|
/s/ TIMOTHY R. FUREY
Timothy R. Furey
|
|
Director
|
|
March 31, 2006 |
|
|
|
|
|
|
|
Director
|
|
March 31, 2006 |
|
|
|
|
|
/s/ THOMAS C. LEONARD
Thomas C. Leonard
|
|
Director
|
|
March 31, 2006 |
|
|
|
|
|
/s/ DAVID P. MCGLADE
David P. McGlade
|
|
Director
|
|
March 31, 2006 |
|
|
|
|
|
/s/ DAVID J. MCLACHLAN
David J. McLachlan
|
|
Director
|
|
March 31, 2006 |
EXHIBIT INDEX
| |
|
|
| Exhibit No. |
|
Description of Exhibit |
|
|
|
4.1(1)
|
|
Amended and Restated Certificate of Incorporation of the Registrant |
|
|
|
4.2(1)
|
|
Second Amended and Restated By-laws of the Registrant |
|
|
|
5.1
|
|
Opinion of Mark V.B. Tremallo, Esq. |
|
|
|
23.1
|
|
Consent of KPMG LLP |
|
|
|
23.2
|
|
Consent of Mark V.B. Tremallo, Esq. (included in Exhibit 5.1) |
|
|
|
24.1
|
|
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
Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2002 (File
No. 001-5560) and incorporated herein by reference. |