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 (AMENDMENT NO. 1) ------------------ 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
[ ] 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 ------------------------------------------- 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.
EXHIBIT(A)(1)(H) Below please find a schedule of the Stock Option Exchange Program information sessions. There is no registration required to attend these sessions. If you are interested in attending, please arrive at the designated location at the appropriate time. Please note that space is limited. [INSERT LOCATION] ___________ Training Room, BLDG ___, ___ FLOOR JUNE ______, 2003 ______ p.m. - ______ p.m. Presented By: Stock Administration ___________ Training Room, BLDG ___, ___ FLOOR JUNE ______, 2003 ______ a.m. - ______ a.m. Presented By: Stock Administration ___________ Training Room, BLDG ___, ___ FLOOR JUNE ______, 2003 ______ p.m. - ______ p.m. Presented By: Stock Administration ___________ Training Room, BLDG ___, ___ FLOOR JUNE ______, 2003 ______ a.m. - ______ a.m. Presented By: Stock Administration ___________ Training Room, BLDG ___, ___ FLOOR JUNE ______, 2003 ______ p.m. - ______ p.m. Presented By: Stock Administration If you have any questions, please contact stock administration at 781-376-3260.
EXHIBIT(A)(1)(I) **************************************************** If you are eligible to participate in the recently announced Employee Stock Option Exchange Program, you are invited to view a WebEx session containing information about the program. Please find below the schedule and dial-in information for the WebEx sessions. There is no advance registration required. BROADCAST VIA WEB SESSION All LOCATIONS DATE TIME CLASS - ------------- ---- ---- ----- LIVE WEB SESSION ________ _____ p.m. - ____ p.m. PT Stock Option Exchange Program __/__/2003 Please use headset or office when dialing in, and put phone on "mute" PRE-RECORDED 6/___ - Instructions will be emailed Stock Option Exchange Program 6/____/03 after 6/___ for online access Communication Meeting Via Web Session. WEB SESSION >DIAL IN INSTRUCTIONS: Go to Skyworks Web Ex home page (https://skyworksinc.webex.com) and select "HR ALL HANDS 6-_______-03" session for the date you choose. Session # _________________, Password is: _________________ >AUDIO: Conference America Dial: 1-877-_________________, and enter Access Code: _________________ If you have any questions, please contact stock administration at 781-376-3260.