SKYWORKS SOLUTIONS, INC. — Regulatory Filings 2006

Mar 31, 2006

S-8 1 a19201sv8.htm FORM S-8 Skyworks Solutions, Inc. PAGEBREAK

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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

Title of Securities	Amount to be	Proposed Maximum — Offering Price Per	Proposed Maximum — 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). |

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SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.1

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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.

link2 "Item 8. Exhibits."

Item 8. Exhibits.

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

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link1 "SIGNATURES"

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
Dwight W. Decker	Chairman of the Board	March 31, 2006
Kevin L. Beebe	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
Balakrishnan S. Iyer	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

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link1 "EXHIBIT INDEX"

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.