As
filed with the Securities and Exchange Commission on August 12, 2011
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 Identification No.) |
incorporation or organization) |
|
|
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, Massachusetts 01801
(Address of Principal Executive Offices) (Zip Code)
2005 Long-Term Incentive Plan, as amended
(Full title of the plan)
Mark V. B. Tremallo
Vice President, General Counsel and Secretary
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, Massachusetts 01801
(Name and Address of agent for service of process)
(781) 376-3000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed Maximum |
|
|
Proposed Maximum |
|
|
|
|
|
Title of Securities |
|
|
Amount to be |
|
|
Offering Price Per |
|
|
Aggregate Offering |
|
|
Amount of |
|
|
to be Registered |
|
|
Registered(1) |
|
|
Share(3) |
|
|
Price(3) |
|
|
Registration Fee |
|
|
Common Stock, par value $0.25 per share |
|
|
|
14,250,000 |
(2) |
|
|
|
$19.72 |
|
|
|
|
$281,010,000 |
|
|
|
|
$32,626.00 |
|
|
|
|
(1) |
|
In accordance with Rule 416 under the Securities Act of 1933, as
amended, this registration statement shall be deemed to cover any
additional securities that may from time to time be offered or issued
to prevent dilution resulting from stock splits, stock dividends or
similar transactions. |
|
|
(2) |
|
Consists of 14,250,000 shares of common stock issuable under the
registrants 2005 Long-Term Incentive Plan, as amended. |
|
|
(3) |
|
The price of $19.72 per share, which is the average of the high and low
prices of the common stock as reported on the Nasdaq Global Select
Market on August 9, 2011, is set forth solely for purposes of calculating
the filing fee pursuant to Rules 457(c) and (h). |
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is being filed to register an additional 14,250,000
shares of Common Stock, $0.25 par value per share, of Skyworks Solutions, Inc. (the Registrant)
issuable under the 2005 Long-Term Incentive Plan, as amended (the Plan). Pursuant to General
Instruction E to Form S-8, except as otherwise set forth below, this registration statement on Form
S-8 incorporates by reference the contents of the registration statements on Form S-8, File No.
333-131628, File No. 333-134375 and File No. 333-162960 relating to the Registrants Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements of Sections 13(a),
14, and 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and in
accordance therewith files reports, proxy statements and other information with the Securities and
Exchange Commission (the Commission). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:
(a) The Registrants latest annual report filed pursuant to Section 13(a) or 15(d) of the
Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that
contains audited financial statements for the Registrants latest fiscal year for which such
statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the document referred to in (a) above.
(c) The description of the securities contained in the Registrants registration statement on
Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of
updating such description, including, but not limited to, the Registrants Current Report on Form
8-K (File No. 001-05560) filed with the Commission on June 17, 2011.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby 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
part hereof from the date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this registration
statement.
Item 5. Interests of Named Experts and Counsel.
Mark V.B. Tremallo, Vice President, General Counsel and Secretary of the Registrant, has
opined as to the legality of the securities being offered by this registration statement. Mr.
Tremallo is an eligible participant under the Plan, has received awards under the Plan and may
receive future awards under the Plan.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
-3-
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 Woburn, in the Commonwealth
of Massachusetts, on this 12th
day of August 2011.
|
|
|
|
|
|
SKYWORKS SOLUTIONS, INC.
|
|
|
By: |
/s/ David J. Aldrich
|
|
|
|
David J. Aldrich |
|
|
|
President and Chief Executive Officer |
|
|
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Skyworks Solutions, Inc., hereby severally
constitute and appoint David J. Aldrich and Donald W. Palette, and each of them singly, our true
and lawful attorneys with full power to them, and each of them singly, to sign for us in our names
in the capacities indicated below, the registration statement on Form S-8 filed herewith and any
and all subsequent amendments to said registration statement, and generally to do all things in our
names and on our behalf in such capacities to enable Skyworks Solutions, Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission hereby ratifying and confirming our signatures as they may be signed by our
said attorneys, or any one of them, to said registration statement and any and all amendments
thereto.
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 below:
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
DATE |
|
|
|
|
|
|
/s/ David J. Aldrich
|
|
President, Chief Executive Officer and
|
|
August 12, 2011 |
David J. Aldrich
|
|
Director (Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Donald W. Palette
|
|
Vice President and Chief Financial Officer |
|
August 12, 2011 |
Donald W. Palette
|
|
(Principal Accounting and Financial Officer) |
|
|
|
|
|
|
|
/s/ David J. McLachlan
|
|
Chairman of the Board |
|
August 12, 2011 |
|
|
|
|
|
David J. McLachlan
|
|
|
|
|
|
|
|
|
|
/s/ Kevin L. Beebe
|
|
Director |
|
August 12, 2011 |
|
|
|
|
|
Kevin L. Beebe
|
|
|
|
|
|
|
|
|
|
/s/ Moiz M. Beguwala
|
|
Director |
|
August 12, 2011 |
|
|
|
|
|
Moiz M. Beguwala
|
|
|
|
|
|
|
|
|
|
/s/ Timothy R. Furey
|
|
Director |
|
August 12, 2011 |
|
|
|
|
|
Timothy R. Furey
|
|
|
|
|
|
|
|
|
|
/s/ Balakrishnan S. Iyer
|
|
Director |
|
August 12, 2011 |
|
|
|
|
|
Balakrishnan S. Iyer
|
|
|
|
|
|
|
|
|
|
/s/ Thomas C. Leonard
|
|
Director |
|
August 12, 2011 |
|
|
|
|
|
Thomas C. Leonard
|
|
|
|
|
|
|
|
|
|
/s/ David P. McGlade
|
|
Director |
|
August 12, 2011 |
|
|
|
|
|
David P. McGlade
|
|
|
|
|
-4-