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. 5) 







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: [   ] 







INTRODUCTORY STATEMENT. 





This Amendment No. 5 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 12.        Exhibits. 




     Exhibit

Number

     Description


     (a)(1)(A)  *  
     Offer to Exchange Outstanding Options to Purchase Common Stock, dated June 16, 2003

     (a)(1)(B)  *
     Overview of Employee Stock Option Exchange Offer

     (a)(1)(C)
     Form of Election Form

     (a)(1)(D)  *
     E-mail Announcement Regarding Stock Option Exchange Offer, sent on June 2, 2003 to Holders of Eligible Options

     (a)(1)(E)  *
     Letter, dated June 2, 2003, to Holders of Eligible Options

     (a)(1)(F)  *
     Form of Withdrawal Form

     (a)(1)(G)  *
     Employee Presentation: "Understanding the Employee Stock Option Exchange Program"

     (a)(1)(H)  *
     Form of E-mail Announcement Regarding In-Person Stock Option Exchange Program Information Sessions

     (a)(1)(I)  *
     Form of E-mail Announcement Regarding Webcast Stock Option Exchange Program Information Sessions


     (a)(1)(J)  *
     Form of E-mail Response to Questions Regarding the Employee Stock Option Exchange Program

     (a)(1)(K)  *
     Form of E-mail Notifying Employees of Pending Confirmation

     (a)(1)(L)  *
     Form of E-mail Reminding Employees of Expiration of Offer

     (a)(1)(M)  *
     Supplemental Question and Answer Document

     (a)(1)(N)  *
     Form of E-mail Notifying Employee of Irregularity in Election/Withdrawal Form

     (a)(1)(O)  *
     Form of E-mail Notifying Employee of Late Delivery of Election/Withdrawal Form

     (a)(1)(P)  *
     Form of E-mail Communication Regarding WebEx Information Session

     (b)
     Not applicable

     (d)(1)
     Skyworks Solutions, Inc. 1996 Long-Term Incentive Plan. Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended April 1, 2001, and incorporated herein by reference

     (d)(2)
     Skyworks Solutions, Inc. 1999 Employee Long-Term Incentive Plan. Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended September 27, 2002, and incorporated herein by reference

     (d)(3)
     Washington Sub Inc., 2002 Stock Option Plan. Filed as an exhibit to the Company's Registration Statement on Form S-3 filed on July 15, 2002 (File No. 333-92394), and incorporated herein by reference

     (g)
     Not applicable

     (h)
     Not applicable





* Previously filed as an exhibit to the Schedule TO, as amended. 









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: June 26, 2003 














INDEX TO EXHIBITS 







     Exhibit

Number

     Description


     (a)(1)(A)  *
     Offer to Exchange Outstanding Options to Purchase Common Stock, dated June 16, 2003

     (a)(1)(B)  *
     Overview of Employee Stock Option Exchange Offer

     (a)(1)(C)
     Form of Election Form

     (a)(1)(D)  *
     E-mail Announcement Regarding Stock Option Exchange Offer, sent on June 2, 2003 to Holders of Eligible Options

     (a)(1)(E)  *
     Letter, dated June 2, 2003, to Holders of Eligible Options

     (a)(1)(F)  *
     Form of Withdrawal Form

     (a)(1)(G)  *
     Employee Presentation: "Understanding the Employee Stock Option Exchange Program"

     (a)(1)(H)  *
     Form of E-mail Announcement Regarding In-Person Stock Option Exchange Program Information Sessions

     (a)(1)(I)  *
     Form of E-mail Announcement Regarding Webcast Stock Option Exchange Program Information Sessions


     (a)(1)(J)  *
     Form of E-mail Response to Questions Regarding the Employee Stock Option Exchange Program

     (a)(1)(K)  *
     Form of E-mail Notifying Employees of Pending Confirmation

     (a)(1)(L)  *
     Form of E-mail Reminding Employees of Expiration of Offer

     (a)(1)(M)  *
     Supplemental Question and Answer Document

     (a)(1)(N)  *
     Form of E-mail Notifying Employee of Irregularity in Election/Withdrawal Form

     (a)(1)(O)  *
     Form of E-mail Notifying Employee of Late Delivery of Election/Withdrawal Form

     (a)(1)(P)  *
     Form of E-mail Communication Regarding WebEx Information Session

     (b)
     Not applicable

     (d)(1)
     Skyworks Solutions, Inc. 1996 Long-Term Incentive Plan. Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended April 1, 2001, and incorporated herein by reference

     (d)(2)
     Skyworks Solutions, Inc. 1999 Employee Long-Term Incentive Plan. Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended September 27, 2002, and incorporated herein by reference

     (d)(3)
     Washington Sub Inc., 2002 Stock Option Plan. Filed as an exhibit to the Company's Registration Statement on Form S-3 filed on July 15, 2002 (File No. 333-92394), and incorporated herein by reference

     (g)
     Not applicable

     (h)
     Not applicable





* Previously filed as an exhibit to the Schedule TO, as amended.