SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 



SCHEDULE TO 



(Rule 13e-4) 



TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934 


(AMENDMENT NO. 7) 




Skyworks Solutions,
Inc. 



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




  

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 







(Title of Class of
Securities) 



83088M102 



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



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)



Copies to: 




      
      

             Daniel N. Yannuzzi, Esq. 
     Steven M. Przesmicki, Esq. 

     Vice President and General Counsel
Skyworks Solutions, Inc. 
     Cooley Godward LLP
4401 Eastgate Mall 

           5221 California Avenue 
     San Diego, California  92121-9109 

          Irvine, California    92612 
     (858) 550-6000 

               (949) 231-3000 
       








  
[   ]  
  

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






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



  
[   ]  
  

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

issuer tender offer subject to Rule 13e-4.
  
[   ]  
  

issuer tender offer subject to Rule 13e-3.
  
[   ]  
  

amendment to Schedule 13D under Rule 13d-2.




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




INTRODUCTORY STATEMENT. 



This Amendment No. 7 amends and  supplements  the Tender Offer  Statement on Schedule TO (the “Schedule
TO”),  originally  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, as amended by the Offer
to Exchange Outstanding Options to Purchase Common Stock, dated June 16, 2003.
 



Item 4.        Terms of the Transaction. 

     

                  Item 4 of the Schedule TO is hereby amended and supplemented as follows:



                                  The Offer to Exchange expired at 5:00 p.m. Eastern Daylight Saving Time on Thursday,
                  July 3, 2003.  Pursuant to the Offer to Exchange, the Company accepted for exchange options to
                  purchase an aggregate of 5,328,085 shares of Common Stock from 1,438 participants,
                  representing 78.1% of the shares subject to options that were eligible to be exchanged. Upon
                  the terms and subject to the conditions set forth in the Offer to Exchange, the Company will
                  issue replacement options to purchase an aggregate of 3,567,574 shares of Common Stock in
                  exchange for the options tendered pursuant to the Offer to Exchange. 








SIGNATURE 


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













Date: July 22, 2003