UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | January 6, 2014 | |
Skyworks Solutions, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-05560 | 04-2302115 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
20 Sylvan Road, Woburn, MA | 01801 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: | 781-376-3000 | |||
Not Applicable | ||||
Former name or former address, if changed since last report | ||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On January 6, 2014, the Board of Directors (the “Board”) of Skyworks Solutions, Inc. (the “Registrant”), appointed Christine King as a new director of the Registrant, upon the recommendation of its Nominating and Corporate Governance Committee. Ms. King will serve until the Registrant’s 2014 annual general meeting of stockholders, when she will be a nominee for election to the Board by a vote of the Registrant’s stockholders. The Board has not yet determined Ms. King’s committee assignments. Ms. King’s compensation will be consistent with the Registrant’s Cash Compensation Plan for Directors, which was filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2013, as Exhibit 10.A to the Registrant’s quarterly report on Form 10-Q. Ms. King will also receive the standard equity grant made by the Registrant to newly appointed directors, as described in the Registrant’s Amended and Restated 2008 Director Long-Term Incentive Plan, which was filed with the SEC on May 1, 2013, as Exhibit 10.B to the Registrant’s quarterly report on Form 10-Q. Fifty percent (50%) of the initial award value will be in the form of a restricted stock award and the remaining fifty percent (50%) will be in the form of a stock option award. A copy of the Registrant’s press release announcing Ms. King’s appointment to the Board is filed as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description |
99.1 | Registrant’s Press Release dated January 8, 2014 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Skyworks Solutions, Inc. | |||
January 8, 2014 | By: | /s/ Mark V.B. Tremallo | |
Name: | Mark V.B. Tremallo | ||
Title: | Vice President, General Counsel and Secretary | ||
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EXHIBIT 99.1
Skyworks Media Relations: | Skyworks Investor Relations: | |
Pilar Barrigas | Stephen Ferranti | |
(949) 231-3061 | (781) 376-3056 | |
Skyworks Appoints Christine King to its Board of Directors
Executive Brings Extensive Semiconductor Experience
WOBURN, Mass., Jan. 8, 2014 -- Skyworks Solutions, Inc. (NASDAQ: SWKS), an innovator of high performance analog semiconductors enabling a broad range of end markets, today announced that the company has appointed Christine King to its board of directors. King most recently served as the chief executive officer of Standard Microsystems (SMSC), a developer of silicon-based integrated circuits that utilizes analog and mixed-signal technologies, until the company’s acquisition by Microchip Technology in 2012. Prior to that, she was chief executive officer of AMI Semiconductor before it was acquired by ON Semiconductor. King also spent more than 23 years at IBM in various management positions, including vice president of Semiconductor Solutions. She formerly served as a director for Analog Devices and Atheros Communications, prior to its acquisition by Qualcomm.
“Christine King is an outstanding addition to our board of directors,” said David J. McLachlan, Skyworks’ chairman of the board. “She is an accomplished industry executive whose broad semiconductor experience will be particularly relevant as Skyworks continues to grow and become a diversified analog semiconductor leader.”
“I am thrilled to be joining Skyworks’ board of directors,” said King. “This is an exciting time in wireless and I look forward to sharing my experience as Skyworks capitalizes on the explosive demand for connectivity.”
King, 64, serves on the board of directors for Cirrus Logic, IDACORP, Idaho Power Company and QLogic. King graduated from Fairleigh Dickinson University in Teaneck, N.J. with a B.S. in electrical engineering.
About Skyworks
Skyworks Solutions, Inc. is an innovator of high performance analog semiconductors. Leveraging core technologies, Skyworks supports automotive, broadband, cellular infrastructure, energy management, GPS, industrial, medical, military, wireless networking, smartphone and tablet applications. The Company’s portfolio includes amplifiers, attenuators, circulators, demodulators, detectors, diodes, directional couplers, front-end modules, hybrids, infrastructure RF subsystems, isolators,
lighting and display solutions, mixers, modulators, optocouplers, optoisolators, phase shifters, PLLs/synthesizers/VCOs, power dividers/combiners, power management devices, receivers, switches and technical ceramics.
Headquartered in Woburn, Mass., Skyworks is worldwide with engineering, manufacturing, sales and service facilities throughout Asia, Europe and North America. For more information, please visit Skyworks’ Web site at: www.skyworksinc.com.
Safe Harbor Statement
This news release includes "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include without limitation information relating to future results and expectations of Skyworks (e.g., certain projections and business trends). Forward-looking statements can often be identified by words such as "anticipates," "expects," "forecasts," "intends," "believes," "plans," "may," "will," or "continue," and similar expressions and variations or negatives of these words. All such statements are subject to certain risks, uncertainties and other important factors that could cause actual results to differ materially and adversely from those projected, and may affect our future operating results, financial position and cash flows.
These risks, uncertainties and other important factors include, but are not limited to: uncertainty regarding global economic and financial market conditions; the susceptibility of the semiconductor industry and the markets addressed by our, and our customers', products to economic downturns; the timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory; losses or curtailments of purchases or payments from key customers, or the timing of customer inventory adjustments; the availability and pricing of third party semiconductor foundry, assembly and test capacity, raw materials and supplier components; changes in laws, regulations and/or policies that could adversely affect either (i) the economy and our customers’ demand for our products or (ii) the financial markets and our ability to raise capital; our ability to develop, manufacture and market innovative products in a highly price competitive and rapidly changing technological environment; economic, social, military and geo-political conditions in the countries in which we, our customers or our suppliers operate, including security and health risks, possible disruptions in transportation networks and fluctuations in foreign currency exchange rates; fluctuations in our manufacturing yields due to our complex and specialized manufacturing processes; delays or disruptions in production due to equipment maintenance, repairs and/or upgrades; our reliance on several key customers for a large percentage of our sales; fluctuations in the manufacturing yields of our third party semiconductor foundries and other problems or delays in the fabrication, assembly, testing or delivery of our products; our ability to timely and accurately predict market requirements and evolving industry standards, and to identify opportunities in new markets; uncertainties of litigation, including potential disputes over intellectual property infringement and rights, as well as payments related to the licensing and/or sale of such rights; our ability to rapidly develop new products and avoid product obsolescence; our ability to retain, recruit and hire key executives, technical personnel and other employees in the positions and numbers, with the experience and capabilities, and at the compensation levels needed to implement our business and product plans; lengthy product development cycles that impact the timing of new product introductions; unfavorable changes in product mix; the quality of our products and any remediation costs; shorter than expected product life cycles; problems or delays that we may face in shifting our products to smaller geometry process technologies and in achieving higher levels of design integration; and our ability to continue to grow and maintain an intellectual property portfolio and obtain needed licenses from third parties, as well as other risks and uncertainties, including, but not limited to, those detailed from time to time in our filings with the Securities and Exchange Commission.
The forward-looking statements contained in this news release are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Note to Editors: Skyworks, Skyworks Solutions and Isolink are trademarks or registered trademarks of Skyworks Solutions, Inc. or its subsidiaries in the United States and in other countries. All other brands and names listed are trademarks of their respective companies.
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