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 




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 
     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 






CALCULATION OF FILING
FEE 



     Transaction Valuation (1) 

       $24,732,883.46

     Amount of Filing Fee (2)

         $2,000.89







          
               
               (1) 
                 
               

                 Calculated solely for purposes of determining the filing fee. This amount
               assumes that all eligible options to purchase 6,818,555 shares of common
               stock of Skyworks Solutions, Inc. having an aggregate value of $24,732,883.46 as
               of May 23, 2003 will be tendered and cancelled pursuant to this offer, which is
               unlikely to occur. The aggregate value of such options was calculated based on
               the Black-Scholes option valuation model. 
               
               
               



          
               
               (2) 
                 
               

                 The amount of the filing fee, calculated in accordance with H.J. Res. 2,
               signed by the President on February 21, 2003 and which supersedes
               Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals
               $80.90 per $1,000,000 of transaction valuation. 
               
               
               





  
[   ]  
  

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing. 








Amount
Previously Paid: Not applicable
Form or Registration No.: Not
applicable  
 Filing party: Not applicable
Date filed: Not applicable  








  
[   ]  
  

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: [   ] 




Item 1.         Summary
Term Sheet. 


        The
information set forth under “Summary Term Sheet” (the “Summary Term
Sheet”) in the Offer to Exchange Outstanding Options to Purchase Common Stock, dated
June 2, 2003 (the “Offer to Exchange”), attached hereto as Exhibit (a)(1)(A), is
incorporated herein by reference. 



Item 2.         Subject
Company Information. 


     
    (a)       
          Name and Address. The name of the issuer is Skyworks Solutions, Inc., a
          Delaware corporation (the “Company”), and the address and telephone
          number of its principal executive offices are 20 Sylvan Road, Woburn,
          Massachusetts 01801, (781) 376-3000. 


     
    (b)       
          Securities. This Tender Offer Statement on Schedule TO relates to an
          offer by the Company to its current employees, other than executive officers, to
          exchange certain options to purchase shares of the Company’s common stock,
          par value $0.25 per share (the “Common Stock”) outstanding under the
          Company’s 1999 Employee Long-Term Incentive Plan and 1996 Long-Term
          Incentive Plan (the “Replacement Grant Plans”), and the Washington
          Sub, Inc. 2002 Stock Option Plan, including Sub-Plan A (Conexant Systems, Inc.
          1998 Stock Option Plan), Sub-Plan B (Conexant Systems, Inc. 1999 Long-Term
          Incentives Plan; Conexant Systems, Inc. 2000 Non-Qualified Stock Plan; Conexant
          Systems, Inc. Directors Stock Plan; and Applied Telecom, Inc. 2000 Non-Qualified
          Stock Option Plan) and Sub-Plan J (Philsar Semiconductor Inc. Stock Option
          Plan), with an exercise price equal to or greater than $13.00 per share (the
          “Eligible Options”), for replacement options (the “Replacement
          Options”) to purchase shares of Common Stock to be granted under the
          Replacement Grant Plans, on the terms and subject to the conditions set forth in
          the Offer to Exchange. The Replacement Options will cover varying numbers of
          shares depending on the exercise price of the Eligible Options exchanged. The
          information set forth in the Summary Term Sheet and in Section 1
          (“Number of Options; Expiration Date”), Section 5
          (“Acceptance of Eligible Options for Exchange and Cancellation and Issuance
          of Replacement Options”) and Section 8 (“Source and Amount of
          Consideration; Terms of Replacement Options”) of the Offer to Exchange is
          incorporated herein by reference. 


     
    (c)       
          Trading Market and Price. The information set forth in Section 7
          (“Price Range of Common Stock”) of the Offer to Exchange is
          incorporated herein by reference. 



Item 3.         Identity
and Background of Filing Person. 


     
    (a)       
          Name and Address. The information set forth in Item 2(a) above and
          Schedule A (“Information About Our Directors and Executive Officers”)
          to the Offer to Exchange is incorporated herein by reference. 



Item 4.         Terms of
the Transaction. 


     
    (a)       
          Material Terms. The information set forth in the Summary Term Sheet and
          in Section 1 (“Number of Options; Expiration Date”),
          Section 3 (“Procedures”), Section 4 (“Change in
          Election; Withdrawal”), Section 5 (“Acceptance of Eligible
          Options for Exchange and Cancellation and Issuance of Replacement
          Options”), Section 6 (“Conditions of the Offer”),
          Section 8 (“Source and Amount of Consideration; Terms of Replacement
          Options”), Section 10 (“Status of Eligible Options Acquired by us in
          the Offer”), Section 11 (“Legal Matters; Regulatory
          Approvals”), Section 12 (“Material U.S. Federal Income Tax
          Consequences”), Section 13 (“Extension of the Offer; Termination;
          Amendment”) and Schedule B (“Addenda for Employees Residing Outside
          the U.S.”) of the Offer to Exchange is incorporated herein by
          reference. 


     
    (b)       
          Purchases. The information set forth in Section 9 (“Interests
          of Directors and Officers; Transactions and Arrangements Involving the Eligible
          Options”) of the Offer to Exchange is incorporated herein by reference. 

Item 5.        
          Past Contacts, Transactions, Negotiations and Agreements.


     
    (e)       
          Agreements Involving the Subject Company’s Securities. The
          information set forth in Section 9 (“Interests of Directors and
          Officers; Transactions and Arrangements Involving the Eligible Options”) of
          the Offer to Exchange is incorporated herein by reference. 


Item 6.        
          Purposes of the Transaction and Plans or Proposals.


     
    (a)       
          Purposes. The information set forth in Section 2 (“Purpose of
          the Offer”) of the Offer to Exchange is incorporated herein by reference. 


     
    (b)       
          Use of Securities Acquired. The information set forth in Section 5
          (“Acceptance of Eligible Options for Exchange and Cancellation and Issuance
          of Replacement Options”) and Section 10 (“Status of Eligible
          Options Acquired by us in the Offer”) of the Offer to Exchange is
          incorporated herein by reference. 


     
    (c)       
          Plans. The information set forth in Section 2 (“Purpose of the
          Offer”) of the Offer to Exchange is incorporated herein by reference. 



Item 7.        Source and
Amount of Funds or Other Consideration. 


     
    (a)       
          Source of Funds. The information set forth in Section 8
          (“Source and Amount of Consideration; Terms of Replacement Options”)
          of the Offer to Exchange is incorporated herein by reference. 


     
    (b)       
          Conditions. The information set forth in Section 6 (“Conditions
          of the Offer”) of the Offer to Exchange is incorporated herein by
          reference. 


     
    (d)       
          Borrowed Funds. Not applicable. 



Item 8.        Interest in
Securities of the Subject Company. 


     
    (a)       
          Securities Ownership. Not applicable. 


     
    (b)       
          Securities Transactions. The information set forth in Section 9
          (“Interests of Directors and Officers; Transactions and Arrangements
          Involving the Eligible Options”) of the Offer to Exchange is incorporated
          herein by reference. 

Item 9.    
          Persons/Assets, Retained, Employed, Compensated or Used.


     
    (a)       
          Solicitations or Recommendations. The information set forth in
          Section 14 (“Fees and Expenses”) of the Offer to Exchange is
          incorporated herein by reference. 



Item 10.        Financial
Statements. 


     
    (a)       
          Financial Information. The information set forth in Section 15
          (“Information About Us”) of the Offer to Exchange is incorporated
          herein by reference. 


     
    (b)       
          Pro Forma Financial Information. Not applicable. 



Item 11.        Additional
Information. 


     
    (a)       
          Agreements, Regulatory Requirements and Legal Proceedings. The
          information set forth in Section 11 (“Legal Matters; Regulatory
          Approvals”) of the Offer to Exchange is incorporated herein by reference. 


     
    (b)       
          Other Material Information. Not applicable. 


Item 12.        Exhibits. 



     (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"

     (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.





Item 13.       
Information Required by Schedule 13E-3.




Not applicable. 







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 2, 2003 











INDEX TO EXHIBITS 






     Exhibit

Number

     Description

     (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"

     (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.