SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BEALL DONALD R

(Last) (First) (Middle)
5221 CALIFORNIA AVENUE

(Street)
IRVINE CA 92617

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SKYWORKS SOLUTIONS INC [ SWKS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/23/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/23/2004 M 101,151 A $8.98 101,151(1) I By Beall Trust #2
Common Stock 201,818(2) D
Common Stock 3,510(3) I By Beall Family Foundation
Common Stock 2,167 I By Kenneth L. Beall Trust #1
Common Stock 22,288(4) I Rockwell Retirement Savings Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right-to-Buy) $8.98 11/23/2004 M 101,151 12/07/1998 12/07/2004 Common Stock 101,151 $0 0 I By Beall Trust #2
Explanation of Responses:
1. This total represents the number of shares of Skyworks common stock held by the Beall Trust #2, of which Mr. Beall is trustee. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or for any other purposes.
2. This total includes 445 shares of Skyworks common stock held by the reporting person since July 2002 but inadvertently left off prior filings.
3. This total represents the number of shares of Skyworks common stock held by the Beall Family Foundation, of which Mr. Beall is President and a director. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or for any other purposes.
4. Total shares represents the number of shares of Skyworks common stock held by the reporting person in the Rockwell Retirement Savings Plan. The information in this report is based on a plan statement dated as of October 1, 2004.
By: /s/ Robert J. Terry pursuant to Power of Attorney filed herewith 11/24/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      EXHIBIT 99
                                                                      ----------

                               POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints each of David J. Aldrich,
Allan M. Kline, Mark V.B. Tremallo and Robert J. Terry, signing individually,
the undersigned's true and lawful attorneys-in fact and agents to:

                  (1) execute for and on behalf of the undersigned, an officer,
            director or holder of 10% of more of a registered class of
            securities of Skyworks Solutions, Inc. (the "Company"), Forms 3, 4
            and 5 in accordance with Section 16(a) of the Securities Exchange
            Act of 1934, as amended (the "Exchange Act") and the rules
            thereunder;

                  (2) do and perform any and all acts for and on behalf of the
            undersigned that may be necessary or desirable to complete and
            execute such Forms 3, 4 or 5; complete and execute any amendment or
            amendments thereto; and timely file such forms or amendments with
            the United States Securities and Exchange Commission and any stock
            exchange or similar authority; and

                  (3) take any other action of any nature whatsoever in
            connection with the foregoing, which, in the opinion of such
            attorney-in-fact, may be of benefit, in the best interest of, or
            legally required by, the undersigned; it being understood that the
            documents executed by such attorney-in-fact on behalf of the
            undersigned pursuant to this Power of Attorney shall be in such form
            and shall contain such terms and conditions as such attorney-in-fact
            may approve in such attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

      This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file Forms 3,
4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact, or (c) as to any
attorney-in-fact individually, upon such attorney-in-fact's employment with
Company being terminated.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 23 day of October, 2004.


                                        /s/ Donald R. Beall
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                                        SIGNATURE

                                        Donald R. Beall
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                                        PRINTED NAME