AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 2002 Registration No. 333-91524 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 1 TO 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 Incorporation or Organization) Identification Number) 20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801 (781) 935-5150 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ---------- NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN ALPHA INDUSTRIES, INC. 1996 LONG-TERM INCENTIVE PLAN ALPHA INDUSTRIES, INC. DIRECTORS' 2001 STOCK OPTION PLAN (Full Title of the Plans) PAUL E. VINCENT VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER SKYWORKS SOLUTIONS, INC. 20 SYLVAN ROAD, WOBURN, MA 01801 (781) 935-5150 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) ----------
POST-EFFECTIVE AMENDMENT NO. 1 This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (SEC File No. 333-91524) (the "Registration Statement") is being filed to de-register 450,000 shares of common stock, $0.25 par value per share (the "Common Stock"), of Skyworks Solutions, Inc. (the "Registrant") that were registered pursuant to the Registrant's Amended and Restated Employee Stock Purchase Plan (the "Plan"). The Plan was terminated by the Registrant's Board of Directors on September 25, 2002. Please note that the Registration Statement will remain in effect to cover the Common Stock originally registered thereunder pursuant to the Registrant's Non-Qualified Employee Stock Purchase Plan, the Registrant's 1996 Long-Term Incentive Plan and the Registrant's Directors' 2001 Stock Option Plan. Page 2
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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woburn, Commonwealth of Massachusetts, on October 2, 2002. SKYWORKS SOLUTIONS, INC. By: /s/ David J. Aldrich -------------------------------------- DAVID J. ALDRICH PRESIDENT AND CHIEF EXECUTIVE OFFICER POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David J. Aldrich and Paul E. Vincent, and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Post-Effective Amendment No. 1 to the Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ David J. Aldrich President and Chief Executive Officer October 2, 2002 - -------------------------------- and Director David J. Aldrich (Principal Executive Officer) /s/ Paul E. Vincent Vice President, Chief Financial Officer October 2, 2002 - -------------------------------- and Treasurer Paul E. Vincent (Principal Financial and Accounting Officer) /s/ Dwight W. Decker Chairman of the Board of Directors October 1, 2002 - -------------------------------- Dwight W. Decker /s/ Donald R. Beall Director September 30, 2002 - -------------------------------- Donald R. Beall /s/ Moiz M. Beguwala Director September 28, 2002 - -------------------------------- Moiz M. Beguwala /s/ Timothy R. Furey Director September 30, 2002 - -------------------------------- Timothy R. Furey /s/ Balakrishnan S. Iyer Director September 30, 2002 - -------------------------------- Balakrishnan S. Iyer /s/ David J. McLachlan Director September 30, 2002 - -------------------------------- David J. McLachlan Page 3