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. 6)
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, Esq. | Steven M. Przesmicki, Esq. |
| Vice President and General Counsel Skyworks Solutions, Inc. |
Cooley Godward LLP 4401 Eastgate Mall |
| 5221 California Avenue | San Diego, California 92121-9109 |
| Irvine, California 92612 | (858) 550-6000 |
| (949) 231-3000 |
| [ ] | 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: [ ]
INTRODUCTORY STATEMENT.
This Amendment No. 6 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”), originally filed with the Securities and Exchange Commission on June 2, 2003, as amended, 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, as amended by the Offer to Exchange Outstanding Options to Purchase Common Stock, dated June 16, 2003.
Item 11. Additional Information.
(b) Other Material Information. The initial expiration of the Offer was scheduled to occur at 5:00 p.m. Eastern Daylight Saving Time on Tuesday, July 1, 2003. Prior to the initial expiration of the Offer, the Company announced that the Offer had been extended to expire at 5:00 p.m. Eastern Daylight Saving Time on Thursday, July 3, 2003.
Item 12. Exhibits.
| Exhibit Number |
Description |
|---|---|
| (a)(1)(A) * | Offer to Exchange Outstanding Options to Purchase Common Stock, dated June 16, 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 |
| (a)(1)(J) * | Form of E-mail Response to Questions Regarding the Employee Stock Option Exchange Program |
| (a)(1)(K) * | Form of E-mail Notifying Employees of Pending Confirmation |
| (a)(1)(L) * | Form of E-mail Reminding Employees of Expiration of Offer |
| (a)(1)(M) * | Supplemental Question and Answer Document |
| (a)(1)(N) * | Form of E-mail Notifying Employee of Irregularity in Election/Withdrawal Form |
| (a)(1)(O) * | Form of E-mail Notifying Employee of Late Delivery of Election/Withdrawal Form |
| (a)(1)(P) * | Form of E-mail Communication Regarding WebEx Information Session |
| (a)(1)(Q) | Form of E-mail Notifying Eligible Option Holders of Extension of the Offer |
| (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, as amended.
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: July 1, 2003
INDEX TO EXHIBITS
| Exhibit Number |
Description | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (a)(1)(A) * | Offer to Exchange Outstanding Options to Purchase Common Stock, dated June 16, 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 | ||||||||||||
| (a)(1)(J) * | Form of E-mail Response to Questions Regarding the Employee Stock Option Exchange Program | ||||||||||||
| (a)(1)(K) * | Form of E-mail Notifying Employees of Pending Confirmation | ||||||||||||
| (a)(1)(L) * | Form of E-mail Reminding Employees of Expiration of Offer | ||||||||||||
| (a)(1)(M) * | Supplemental Question and Answer Document | ||||||||||||
| (a)(1)(N) * | Form of E-mail Notifying Employee of Irregularity in Election/Withdrawal Form | ||||||||||||
| (a)(1)(O) * | Form of E-mail Notifying Employee of Late Delivery of Election/Withdrawal Form | ||||||||||||
| (a)(1)(P) * | Form of E-mail Communication Regarding WebEx Information Session | ||||||||||||
| (a)(1)(Q) | Form of E-mail Notifying Eligible Option Holders of Extension of the Offer
| (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, as amended.
EXHIBIT (a)(1)(Q)
Subject: Notification of
Extension of Offer To Exchange Program
To: All Employees
Please be advised that we are extending the offer to exchange outstanding options of Common Stock, which commenced on June 2, 2003 and was scheduled to expire at 5:00 p.m. Eastern Daylight Savings Time on July 1, 2003 (the “Offer”). The new Expiration Date is 5:00 p.m. Eastern Daylight Savings Time on July 3, 2003. The new Replacement Grant Date is currently expected to be January 5, 2003. All other terms and conditions of the Offer will remain the same, INCLUDING THE PROCEDURES FOR SUBMITTING ELECTION FORMS AND WITHDRAWAL FORMS TO STOCK ADMINISTRATION, AS DESCRIBED IN THE OFFER MATERIALS WE PREVIOUSLY DISTRIBUTED.
Prior to June 30, 2003, options to purchase approximately 4,482,129 shares of our Common Stock (representing options to purchase approximately 65.7% of the total amount of our Common Stock subject to outstanding options that are eligible for exchange) were validly tendered and have not been withdrawn.
IF YOU HAVE ALREADY SUBMITTED AN ELECTION FORM, YOU DO NOT NEED TO SUBMIT A NEW FORM DUE TO THE EXTENSION OF THE OFFER UNLESS YOU WOULD LIKE TO EITHER (1) WITHDRAW OR (2) MAKE A CHANGE TO AN ELECTION FORM YOU HAVE ALREADY SUBMITTED.
IF YOU HAVE ALREADY SUBMITTED A WITHDRAWAL FORM, YOU DO NOT NEED TO SUBMIT A NEW FORM DUE TO THE EXTENSION OF THE OFFER UNLESS YOU WOULD LIKE TO PARTICIPATE IN THE OFFER BY SUBMITTING AN ELECTION FORM.
Note that if you received an e-mail from Stock Administration notifying you of an irregularity in your Election or Withdrawal Form, you will now have until 5:00 p.m. Eastern Daylight Savings Time on July 3, 2003, to fix such irregularity by submitting a new Election or Withdrawal Form to Stock Administration in accordance with the procedures described in the Offer materials.
More Information
We encourage you to review the full text of the Offer materials, including the Questions & Answers attached to the document entitled “Offer to Exchange Outstanding Options to Purchase Common Stock.” The Offer materials can be found on the Stock Administration Web Site at http://skylink/dept/hr/to_03.asp. If you have questions that you think these materials do not cover, please submit them via email to stockadmin@skyworksinc.com or contact Stock Administration at (781) 376-3260.