SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 1)
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SKYWORKS SOLUTIONS, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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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)
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83088M102
(CUSIP Number of Class of Securities (Underlying Common Stock))
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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 STEVEN M. PRZESMICKI, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL COOLEY GODWARD LLP
5221 CALIFORNIA AVENUE 4401 EASTGATE MALL
IRVINE, CALIFORNIA 92612 SAN DIEGO, CALIFORNIA 92121-9109
(949) 231-3000 (858) 550-6000
[ ] 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.
[ ] going-private transaction 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. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on June 2, 2003, 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.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and restated as follows:
(a)(1)(A)* Offer to Exchange Outstanding Options to Purchase Common Stock, dated
June 2, 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
(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.
2
(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.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 1 to Schedule TO is true, complete
and correct.
SKYWORKS SOLUTIONS, INC.
By: /s/ PAUL E. VINCENT
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Paul E. Vincent
Vice President, Chief Financial Officer and
Treasurer
Date: June 3, 2003
3
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
(a)(1)(A)* Offer to Exchange Outstanding Options to Purchase Common Stock, dated June 2, 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
(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.