AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2002
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 04-2302115
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801 (781) 935-5150
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
--------------------------
NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
ALPHA INDUSTRIES, INC. 1996 LONG-TERM INCENTIVE PLAN
ALPHA INDUSTRIES, INC. DIRECTORS' 2001 STOCK OPTION PLAN
(Full Title of the Plans)
DANIEL YANNUZZI
GENERAL COUNSEL
SKYWORKS SOLUTIONS, INC.
4311 JAMBOREE ROAD, NEWPORT BEACH, CA 92672
(949) 483-3200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
--------------------------
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to Be Offering Price Aggregate Registration
Securities to Be Registered Registered Per Share(1) Offering Price(1) Fee(1)
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, $ .25 par value 50,000 Shares (2) $5.30 $264,750 $24.36
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, $ .25 par value 450,000 Shares (3) $5.30 $2,382,750 $219.21
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, $ .25 par value 1,885,000 Shares (4) $5.30 $9,981,075 $918.26
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, $ .25 par value 315,000 Shares (5) $5.30 $1,667,925 $153.45
===============================================================================================================================
(1) The registration fee has been calculated pursuant to Rule 457(h) under the
Securities Act of 1933, as amended, on the basis of the average of the
high and low reported price of the Common Stock of Skyworks Solutions,
Inc. on the Nasdaq National Market on June 26, 2002.
(2) Consists of 50,000 shares issuable under the Non-Qualified Employee Stock
Purchase Plan. Such presently indeterminable number of additional shares
of Common Stock are registered hereunder as may become issuable under the
anti-dilution provisions contained in the Non-Qualified Employee Stock
Purchase Plan.
(3) Consists of 450,000 shares issuable under the Amended and Restated
Employee Stock Purchase Plan. Such presently indeterminable number of
additional shares of Common Stock are registered as may become issuable
under the anti-dilution provisions contained in the Amended and Restated
Employee Stock Purchase Plan.
(4) Consists of 1,885,000 shares issuable under the Alpha Industries, Inc. 1996
Long-Term Incentive Plan. Such presently indeterminable number of
additional shares of Common Stock are registered as may become issuable
under the anti-dilution provisions contained in the Alpha Industries, Inc.
1996 Long-Term Incentive Plan.
(5) Consists of 315,000 shares issuable under the Alpha Industries, Inc.
Directors' 2001 Stock Option Plan. Such presently indeterminable number of
additional shares of Common Stock are registered as may become issuable
under the anti-dilution provisions contained in Alpha Industries, Inc.
Directors' 2001 Stock Option Plan.
================================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
April 1, 2001 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 15, 2001;
(c) Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 2, 2001;
(d) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Registrant's Annual Report referred to in (a) above; and
(e) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (Registration No.
0-24357) filed under the Exchange Act with the Securities and Exchange
Commission.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
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 a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seventh of the Registrant's Restated Certificate of Incorporation.
as Amended eliminates the personal liability of directors to the Registrant or
its stockholders for monetary damages for breaches of their fiduciary duty
(subject to certain exceptions, such as breaches of the duty of loyalty to the
Registrant or its stockholders).
The Registrant's Second Amended and Restated By-laws include provisions for
mandatory indemnification of its directors, officers, employees or agents
provided certain conditions are met. Section 145 of the General Corporation Law
of the State of Delaware authorizes a corporation to indemnify directors,
officers, employees or agents of the corporation in non-derivative suits if such
party acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful, as determined in accordance with the Delaware General Corporation
Law. Section 145 further provides that indemnification shall be provided if the
party in question is successful on the merits or otherwise.
Page 2
The effect of these provisions would be to permit such indemnification by
the Registrant for liabilities arising under the Securities Act of 1933, as
amended, to the extent permitted under such act.
The Registrant has directors' and officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
NUMBER DESCRIPTION
------ -----------
5 Legal Opinion of Testa, Hurwitz & Thibeault, LLP.
23(a) Consent of Testa, Hurwitz & Thibeault, LLP (contained in Exhibit 5
hereof).
23(b) Consent of KPMG LLP.
24 Power of Attorney (included on the signature page of this Registration
Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in this Registration Statement.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Page 3
[SIGNATURES FOLLOW]
Page 4
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 Haverhill, Commonwealth of Massachusetts, on June 28,
2002.
SKYWORKS SOLUTIONS, INC.
By: /s/ David J. Aldrich
-------------------------------------
DAVID J. ALDRICH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Page 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David J. Aldrich and Paul E. Vincent, and each of
them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Dwight W. Decker Chairman of the Board June 28, 2002
------------------------------------
DWIGHT W. DECKER
/s/ David J. Aldrich President, Chief Executive June 28, 2002
------------------------------------ Officer and Director
DAVID J. ALDRICH
/s/ Paul E. Vincent Chief Financial Officer June 28, 2002
------------------------------------ Principal Financial Officer and
PAUL E. VINCENT Principal Accounting Officer
Director
------------------------------------
DONALD R. BEALL
/s/ Moiz M. Beguwala Director June 28, 2002
------------------------------------
MOIZ M. BEGUWALA
Director
------------------------------------
BALAKRISHNAN IYER
/s/ Timothy R. Furey Director June 28, 2002
------------------------------------
TIMOTHY R. FUREY
/s/ Thomas C. Leonard Director June 28, 2002
------------------------------------
THOMAS C. LEONARD
/s/ David J. Mclachlan Director June 28, 2002
------------------------------------
DAVID J. MCLACHLAN
Page 6
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER PAGE NO.
------- ----------
5 Legal Opinion of Testa, Hurwitz & Thibeault, LLP. 7
23(a) Consent of Testa, Hurwitz & Thibeault, LLP (contained in Exhibit 5 hereof). 7
23(b) Consent of KPMG LLP. 8
24 Power of Attorney (included on the signature page of this Registration Statement). 5
Page 7