As
filed with the Securities and Exchange Commission on January 27, 2005
Registration No.
333-______
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
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 incorporation or organization) |
(I.R.S. Employer Identification No.) | ||||
Skyworks Solutions,
Inc.
20 Sylvan Road
Woburn, Massachusetts
01801
(Address of Principal
Executive Offices) (Zip Code)
Non-Qualified Employee
Stock Purchase Plan
(Full title of the plan)
Mark V. B. Tremallo
Vice President,
General Counsel and Secretary
Skyworks Solutions,
Inc.
20 Sylvan Road
Woburn, Massachusetts
01801
(Name and Address of Agent for Service of Process)
(781) 935-5150
(Telephone Number,
Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee(3) | |||||
|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Employee Stock Purchase Plan | |||||||||
| Common Stock (par value $.25 per share) | 100,000 | $ 7.39 | $ 739,000 | $ 86.98 | |||||
| (1) | In addition, pursuant to Rule 416(a), this Registration Statement also covers such presently indeterminable number of additional shares of Common Stock are registered as may become issuable under the anti-dilution provisions contained in the Registrant’s Non-Qualified Employee Stock Purchase Plan. |
| (2) | The price of $7.39 per share, which is the average of the high and low prices of the common stock as reported on the Nasdaq National Market on January 26, 2005, is set forth solely for purposes of calculating the filing fee pursuant to Rules 457(c) and (h). |
| (3) | Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”). |
This Registration Statement registers additional securities of the same class as other securities for which registration statement filed on Form S-8 (File No. 333-100313) of the Registrant is effective. The information contained in the Registrant’s Registration Statement on Form S-8 (File No. 333-100313) is incorporated by reference herein pursuant to General Instruction E.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| Exhibit No. |
Description of Exhibit | ||
|---|---|---|---|
| 4 | .1 | Specimen Certificate of Common Stock (filed as Exhibit 4 to the Registrant's | |
| Registration Statement on Form S-3 (No. 333-92394) and incorporated herein by reference) | |||
| 5 | .1 | Opinion of Testa, Hurwitz & Thibeault, LLP | |
| 23 | .1 | Consent of KPMG LLP | |
| 23 | .2 | Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1) | |
| 24 | .1 | Power of Attorney (included as part of the signature page of this Registration Statement) | |
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woburn, in the Commonwealth of Massachusetts, on this 27th day of January, 2005.
| SKYWORKS SOLUTIONS, INC. By: /s/ DAVID J. ALDRICH |
| David J. Aldrich |
| President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Skyworks Solutions, Inc., hereby severally constitute and appoint David J. Aldrich and Allan M. Kline, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all pre-effective and post-effective amendments to this Registration Statement and any related subsequent registration statement pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and generally to do all things in our names and on our behalf in such capacities to enable Skyworks Solutions, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below:
| SIGNATURE |
TITLE |
DATE | ||
|---|---|---|---|---|
| /s/ DAVID J. ALDRICH
David J. Aldrich |
President, Chief Executive Officer and Director (Principal Executive Officer) |
January 27, 2005 | ||
| /s/ ALLAN M. KLINE
Allan M. Kline |
Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) |
January 27, 2005 | ||
| /s/ DWIGHT W. DECKER
Dwight W. Decker |
Chairman of the Board | January 27, 2005 | ||
| /s/ DONALD R. BEALL
Donald R. Beall |
Director | January 27, 2005 | ||
| /s/ KEVIN L. BEEB
Kevin L. Beebe |
Director | January 27, 2005 | ||
| /s/
Moiz M. Beguwala |
Director | January 27, 2005 | ||
| /s/ TIMOTHY R. FUREY
Timothy R. Furey |
Director | January 27, 2005 | ||
| /s/ BALAKRISHNAN S. IYER
Balakrishnan S. Iyer |
Director | January 27, 2005 | ||
| /s/ DAVID J. MCLACHLAN
David J. McLachlan |
Director | January 27, 2005 | ||
| /s/ THOMAS C. LEONARD
Thomas C. Leonard |
Director | January 27, 2005 |
INDEX TO EXHIBITS
| Exhibit No. |
Description of Exhibit | ||
|---|---|---|---|
| 4 | .1 | Specimen Certificate of Common Stock (filed as Exhibit 4 to the Registrant's | |
| Registration Statement on Form S-3 (No. 333-92394) and incorporated herein by reference) | |||
| 5 | .1 | Opinion of Testa, Hurwitz & Thibeault, LLP | |
| 23 | .1 | Consent of KPMG LLP | |
| 23 | .2 | Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1) | |
| 24 | .1 | Power of Attorney (included as part of the signature page of this Registration Statement) | |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Skyworks
Solutions, Inc.:
We consent to the use of our report dated December 10, 2004, with respect to the consolidated balance sheets of Skyworks Solutions, Inc. as of September 30, 2004 and 2003, and the related consolidated statements of operations, stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended September 30, 2004, incorporated herein by reference.
/s/ KPMG LLP
KPMG LLP
Boston, Massachusetts
January 26, 2005
EXHIBIT 5.1
