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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
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September 9, 2009 |
Skyworks Solutions, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-5560
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04-2302115 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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20 Sylvan Road, Woburn,
Massachusetts
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01801 |
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(Address of principal executive offices)
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(Zip Code) |
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Registrants telephone number, including area code:
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781-376-3000 |
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure.
On
September 9, 2009, Skyworks Solutions, Inc. issued a press release, a copy of which is being furnished as Exhibit 99.1 to this Report on Form 8-K.
The
information in this Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued by the registrant on September 9, 2009, furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Skyworks Solutions, Inc.
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September 9, 2009 |
By: |
/s/ Mark V.B. Tremallo |
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Name: |
Mark V.B. Tremallo |
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Title: |
Vice-President, General Counsel
and Secretary |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
99.1
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Press Release issued by the registrant on September 9, 2009. |
exv99w1
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FINAL |
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Skyworks Media Relations:
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Skyworks Investor Relations: |
Pilar Barrigas
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Thomas Schiller |
(949) 231-3061
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(949) 231-4700 |
Skyworks Raises Revenue and Earnings Outlook
End Market Diversification, Share Gains and Content Growth Driving Improved Order
Visibility; Expects Q4 FY09 Revenue of $220 to $225 Million
and Non-GAAP Diluted EPS of $0.21 to $0.22
WOBURN, Mass., Sept. 9, 2009 Skyworks Solutions, Inc. (NASDAQ: SWKS), an innovator of high
reliability analog and mixed signal semiconductors enabling a broad range of end markets, today
increased its financial outlook for the fourth quarter of fiscal 2009 given broad-based
improvements in order demand. For the period, Skyworks now expects revenue in the range of $220 to
$225 million and non-GAAP diluted earnings per share of $0.21 to $0.22.
Multiple new program ramps coupled with strong operational execution are contributing to
better than planned top and bottom line growth, said David J. Aldrich, president and chief
executive officer of Skyworks. Our diversification into a broader set of analog semiconductor
sectors, share consolidation in our core markets and our scale advantages are increasingly enabling
us to outperform our addressable markets.
About Skyworks
Skyworks Solutions, Inc. is an innovator of high reliability analog and mixed signal
semiconductors. Leveraging core technologies, Skyworks offers diverse standard and custom linear
products supporting automotive, broadband, cellular infrastructure, energy management, industrial,
medical, military and mobile handset applications. The Companys portfolio includes amplifiers,
attenuators, detectors, diodes, directional couplers, front-end modules, hybrids, infrastructure RF
subsystems, mixers/demodulators, phase shifters, PLLs/synthesizers/VCOs, power dividers/combiners,
receivers, switches and technical ceramics.
Headquartered in Woburn, Mass., Skyworks is worldwide with engineering, manufacturing, sales
and service facilities throughout Asia, Europe and North America. For more information, please
visit Skyworks Web site at: www.skyworksinc.com.
Safe Harbor Statement
This news release includes forward-looking statements intended to qualify for the safe
harbor from liability established by the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include information relating to future results and expectations of
Skyworks (including certain projections and business trends). Forward-looking statements can often
be identified by words such as anticipates, expects, forecasts, intends, believes,
plans, may, will, continue, similar expressions, and variations or negatives of these
words. All such statements are subject to certain risks and
Q4
FY09 Earnings Update
uncertainties that could cause actual
results to differ materially and adversely from those projected, and may affect our future
operating results, financial position and cash flows.
These risks and uncertainties include, but are not limited to: unprecedented uncertainty
regarding global economic and financial market conditions; the susceptibility of the wireless
semiconductor industry and the markets addressed by our, and our customers, products to economic
downturns; the timing, rescheduling or cancellation of significant customer orders and our ability,
as well as the ability of our customers, to manage inventory; losses or curtailments of purchases
or payments from key customers, or the timing of customer inventory adjustments; changes in laws,
regulations and/or policies in the United States that could adversely affect financial markets and
our ability to raise capital; our ability to develop, manufacture and market innovative products in
a highly price competitive and rapidly changing technological environment; economic, social and
political conditions in the countries in which we, our customers or our suppliers operate,
including security and health risks, possible disruptions in transportation networks and
fluctuations in foreign currency exchange rates; fluctuations in our manufacturing yields due to
our complex and specialized manufacturing processes; delays or disruptions in production due to
equipment maintenance, repairs and/or upgrades; our reliance on several key customers for a large
percentage of our sales; fluctuations in the manufacturing yields of our third party semiconductor
foundries and other problems or delays in the fabrication, assembly, testing or delivery of our
products; the availability and pricing of third party semiconductor foundry, assembly and test
capacity and raw materials; our ability to timely and accurately predict market requirements and
evolving industry standards, and to identify opportunities in new markets; uncertainties of
litigation, including potential disputes over intellectual property infringement and rights, as
well as payments related to the licensing and/or sale of such rights; our ability to rapidly
develop new products and avoid product obsolescence; our ability to retain, recruit and hire key
executives, technical personnel and other employees in the positions and numbers, with the
experience and capabilities, and at the compensation levels needed to implement our business and
product plans; lengthy product development cycles that impact the timing of new product
introductions; unfavorable changes in product mix; the quality of our products and any remediation
costs; shorter than expected product life cycles; problems or delays that we may face in shifting
our products to smaller geometry process technologies and in achieving higher levels of design
integration; and our ability to continue to grow and maintain an intellectual property portfolio
and obtain needed licenses from third parties, as well as other risks and uncertainties, including
but not limited to those detailed from time to time in our filings with the Securities and Exchange
Commission.
These forward-looking statements are made only as of the date hereof, and we undertake no
obligation to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise.
Use of Non-GAAP Financial Estimates
This press release contains financial estimates which have not been calculated in accordance with
United States Generally Accepted Accounting Principles (GAAP). Management uses these non-GAAP
financial measures to make operating decisions, forecast results for future periods, and compare
operating performance against prior periods. These non-GAAP financial measures provide management
with a means of understanding and evaluating operating trends in our ongoing business by excluding
certain non-cash and non-recurring expenses and other items that management believes might
otherwise make comparisons of our ongoing business with prior periods more difficult, obscure
trends in ongoing operations or reduce managements ability to make useful forecasts.
We provide investors with these non-GAAP financial estimates because we believe it is important for
investors to be able to closely monitor and understand changes in our ability to generate income
and profit from ongoing business operations. We believe these non-GAAP financial measures also
give investors an effective method to identify operating trends and make forecasts for future
periods. We believe that disclosing these non-GAAP financial measures contributes to enhanced
financial reporting transparency and provides investors with added clarity about the performance of
our ongoing business operations.
Q4
FY09 Earnings Update
These non-GAAP financial estimates do not reflect share-based compensation expense,
restructuring-related charges, acquisition-related expenses and certain deferred executive
compensation, as well as certain non-recurring and/or non-cash items related to the retirement of
convertible debt and income taxes.
Note to Editors: Skyworks, Skyworks Solutions are trademarks or registered trademarks of Skyworks
Solutions, Inc. or its subsidiaries in the United States and in other countries. All other brands
and names listed are trademarks of their respective companies.
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