Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, Massachusetts 01801
November 3, 2011
Via EDGAR and Overnight Delivery
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention:
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Amanda Ravitz
Louis Rambo
Kaitlin Tillan
Kristin Lochhead
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Re:
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Skyworks Solutions, Inc.
Registration Statement on Form S-4
Filed June 17, 2011
and Amended by Amendments No. 1 & 2
File No. 333-174953 |
Ladies and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as
amended (the Act),
Skyworks Solutions, Inc. (Skyworks or the Registrant) hereby respectfully
requests that the Securities and Exchange Commission (the Commission) consent to the
withdrawal of the Registrants Registration Statement on Form S-4, File No. 333-174953 (together
with all amendments and exhibits thereto, the Registration Statement). The Registration
Statement is not effective and no securities have been issued pursuant to the Registration
Statement or otherwise in connection with the merger described in the Registration Statement.
The Registrant is currently engaged in an arbitration in the Court of Chancery of the State of
Delaware against the other party to the proposed merger, Advanced Analogic Technologies
Incorporated (AATI). In this arbitration, the Registrant is seeking to be released from
its obligations to proceed with the transactions contemplated by the Registration Statement, while
AATI is seeking to compel Skyworks to consummate the transactions contemplated by the Merger
Agreement.1 Developments in the arbitration proceedings, claims made in those
proceedings, and information elicited in or since the commencement of those proceedings implicate
various disclosures made or required to be made in the Registration Statement. Among other things,
information has come to the attention of the Registrant that raise questions under
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1 |
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Under Delaware law, the arbitration
proceedings are confidential, subject to other legal disclosure obligations,
including disclosure obligations under federal securities law). Discovery is
ongoing, and, as previously disclosed in the Registrants Current Report on
Form 8-K dated October 11, 2011, a hearing on the merits is scheduled to begin
in the last week of November. |
Generally
Accepted Accounting Principles (GAAP) as to AATIs
recording of certain revenue
that AATI reported for the quarter ended June 30, 2011 revenue that is included in financial
statements that are set forth in (or incorporated by reference into) the Registration Statement and
in pro forma combined financial statements of AATI and the Registrant included in the Registration
Statement. Pending a final determination of the issues raised in the ongoing arbitration
proceedings (including determination of the proper accounting treatment of the revenue referred to
above), the Registrant believes that investors should not rely on the Registration Statement in
these circumstances, and that the withdrawal of the Registration Statement in its entirety is
therefore consistent with the public interest and the protection of investors.
If you have any questions or comments or require further information or documentation, please
contact Rod Howard of Wilmer Cutler Pickering Hale and Dorr LLP, the Companys outside counsel, at
(650) 858-6020.
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Sincerely,
SKYWORKS SOLUTIONS, INC.
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/s/ Mark V. B. Tremallo
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Mark V. B. Tremallo |
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Vice President and General Counsel |
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cc:
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Rod J. Howard, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP |