SKYWORKS SOLUTIONS, INC. — M&A Activity 2003

Jun 10, 2003

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default"

SCHEDULE TO

MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default"

(Rule 13e-4)

MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default"

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)

MARKER FORMAT-SHEET="Head Major Center Bold 1" FSL="Default"

Skyworks Solutions, Inc.

MARKER FORMAT-SHEET="Head Minor Center" FSL="Default"

(Name of Subject Company (Issuer) and Filing Person (Offeror))

MARKER FORMAT-SHEET="Para Flush Level 5" FSL="Default"

Certain Options to purchase Common Stock, par value $0.25 per share, with an exercise price equal to or greater than $13.00 per share

MARKER FORMAT-SHEET="Head Minor Center" FSL="Default"

(Title of Class of Securities)

MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default"

83088M102

MARKER FORMAT-SHEET="Head Minor Center" FSL="Default"

(CUSIP Number of Class of Securities (Underlying Common Stock))

MARKER FORMAT-SHEET="Head Major Center Bold 1" FSL="Default"

Paul E. Vincent Vice President, Chief Financial Officer and Treasurer Skyworks Solutions, Inc.20 Sylvan Road Woburn, Massachusetts 01801 (781) 376-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) MARKER FORMAT-SHEET="Head Minor Center" FSL="Default"

Copies to:

Daniel N. Yannuzzi, Esq.	Steven M. Przesmicki, Esq.
Vice President and General Counsel	Cooley Godward LLP
5221 California Avenue	4401 Eastgate Mall
Irvine, California 92612	San Diego, California 92121-9109
(949) 231-3000	(858) 550-6000

MARKER FORMAT-SHEET="Para Large Hang Level 1" FSL="Default"

[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

MARKER FORMAT-SHEET="Para Flush" FSL="Default"

Check the appropriate boxes below to designate any transactions to which the statement relates:

MARKER FORMAT-SHEET="Para Large Hang Level 1" FSL="Default"

[ ] third party tender offer subject to Rule 14d-1.

MARKER FORMAT-SHEET="Para Flush" FSL="Default"

Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]

MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default"

INTRODUCTORY STATEMENT.

MARKER FORMAT-SHEET="Para Large Indent" FSL="Default"

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed with the Securities and Exchange Commission on June 2, 2003, as amended, relating to an offer by Skyworks Solutions, Inc., a Delaware corporation (the "Company"), to exchange certain options to purchase shares of the Company's common stock, par value $0.25 per share, on the terms and subject to the conditions set forth in the Offer to Exchange Outstanding Options to Purchase Common Stock, dated June 2, 2003.

Item 12. Exhibits.

(a)(1)(A) *	Offer to Exchange Outstanding Options to Purchase Common Stock, dated June 2, 2003.
(a)(1)(B) *	Overview of Employee Stock Option Exchange Offer.
(a)(1)(C) *	Form of Election Form.
(a)(1)(D) *	E-Mail Announcement Regarding Stock Option Exchange Offer, sent on June 2, 2003 to Holders of Eligible Options
(a)(1)(E) *	Letter, dated June 2, 2003, to Holders of Eligible Options.
(a)(1)(F) *	Form of Withdrawal Form
(a)(1)(G) *	Employee Presentation: "Understanding the Employee Stock Option Exchange Program"
(a)(1)(H) *	Form of E-mail Announcement Regarding In-Person Stock Option Exchange Program Information Sessions
(a)(1)(I) *	Form of E-mail Announcement Regarding Webcast Stock Option Exchange Program Information Sessions
(a)(1)(J)	Form of E-mail Response to Questions Regarding the Employee Stock Option Exchange Program
(b)	Not applicable.
(d)(1)	Skyworks Solutions, Inc. 1996 Long-Term Incentive Plan. Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended April 1, 2001, and incorporated herein by reference.
(d)(2)	Skyworks Solutions, Inc. 1999 Employee Long-Term Incentive Plan. Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended September 27, 2002, and incorporated herein by reference.
(d)(3)	Washington Sub Inc., 2002 Stock Option Plan. Filed as an exhibit to the Company's Registration Statement on Form S-3 filed on July 15, 2002 (File No. 333-92394), and incorporated herein by reference.
(g)	Not applicable.
(h)	Not applicable.

MARKER FORMAT-SHEET="Para Flush" FSL="Default"

• Previously filed as an exhibit to the Schedule TO, as amended.

MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default"

SIGNATURE

MARKER FORMAT-SHEET="Para Flush" FSL="Default"

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

By: SKYWORKS SOLUTIONS, INC. /s/ PAUL E. VINCENT Paul E. Vincent Vice President, Chief Financial Officer and Treasurer

MARKER FORMAT-SHEET="Head Left" FSL="Default"

Date: June 10, 2003

MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default"

INDEX TO EXHIBITS

(a)(1)(A) *	Offer to Exchange Outstanding Options to Purchase Common Stock, dated June 2, 2003.
(a)(1)(B) *	Overview of Employee Stock Option Exchange Offer.
(a)(1)(C) *	Form of Election Form.
(a)(1)(D) *	E-Mail Announcement Regarding Stock Option Exchange Offer, sent on June 2, 2003 to Holders of Eligible Options
(a)(1)(E) *	Letter, dated June 2, 2003, to Holders of Eligible Options.
(a)(1)(F) *	Form of Withdrawal Form
(a)(1)(G) *	Employee Presentation: "Understanding the Employee Stock Option Exchange Program"
(a)(1)(H) *	Form of E-mail Announcement Regarding In-Person Stock Option Exchange Program Information Sessions
(a)(1)(I) *	Form of E-mail Announcement Regarding Webcast Stock Option Exchange Program Information Sessions
(a)(1)(J)	Form of E-mail Response to Questions Regarding the Employee Stock Option Exchange Program
(b)	Not applicable.
(d)(1)	Skyworks Solutions, Inc. 1996 Long-Term Incentive Plan. Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended April 1, 2001, and incorporated herein by reference.
(d)(2)	Skyworks Solutions, Inc. 1999 Employee Long-Term Incentive Plan. Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended September 27, 2002, and incorporated herein by reference.
(d)(3)	Washington Sub Inc., 2002 Stock Option Plan. Filed as an exhibit to the Company's Registration Statement on Form S-3 filed on July 15, 2002 (File No. 333-92394), and incorporated herein by reference.
(g)	Not applicable.
(h)	Not applicable.

MARKER FORMAT-SHEET="Para Flush" FSL="Default"

• Previously filed as an exhibit to the Schedule TO, as amended.