SKYWORKS SOLUTIONS, INC. — Regulatory Filings 2011

Aug 12, 2011

S-8 1 a59951sv8.htm FORM S-8 sv8 PAGEBREAK

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)

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, 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

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	2,550,000(2)	$19.72	$50,286,000	$5,839.00

| (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) 2,250,000 shares issuable under the
2002 Employee Stock Purchase Plan and (ii) 300,000 shares issuable under the Non-Qualified Employee Stock Purchase Plan. |
| (3) | 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

TOC

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STATEMENT OF INCORPORATION BY REFERENCE
Item
3. Incorporation of Documents by Reference.	3
Item 5. Interests of Named Experts and Counsel.	3
Item 8. Exhibits.	3
SIGNATURES	4
EXHIBIT INDEX	5
EXHIBIT 5.1	6
EXHIBIT 23.1	7

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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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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.

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 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:

SIGNATURE	TITLE	DATE
/s/ David J. Aldrich David J. Aldrich	President, Chief Executive Officer and
Director (Principal Executive Officer)	August 12, 2011
/s/ Donald W. Palette Donald W. Palette	Vice President and Chief Financial
Officer (Principal Accounting and
Financial Officer)	August 12, 2011
/s/ David J. McLachlan David J. McLachlan	Chairman of the Board	August 12, 2011
/s/ Kevin L. Beebe Kevin L. Beebe	Director	August 12, 2011
/s/ Moiz M. Beguwala Moiz M. Beguwala	Director	August 12, 2011
/s/ Timothy R. Furey Timothy R. Furey	Director	August 12, 2011
/s/ Balakrishnan S. Iyer Balakrishnan S. Iyer	Director	August 12, 2011
/s/ Thomas C. Leonard Thomas C. Leonard	Director	August 12, 2011
/s/ David P. McGlade David P. McGlade	Director	August 12, 2011

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
4.1(1)	Amended and Restated Certificate of Incorporation of the Registrant, as Amended
4.2(1)	Second Amended and Restated By-laws of the Registrant, as Amended
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)
99.1(1)	Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan, as Amended
99.2(1)	Skyworks
Solutions, Inc. Non-Qualified Employee Stok Purchase Plan, as Amended

(1) Incorporated by reference from the Registrant’s 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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