As filed with the Securities and Exchange Commission on November 6, 2009

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
(State or other jurisdiction of		04-2302115
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)

2005 Long-Term Incentive Plan
(Full title of the plans)

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) 376-3000
(Telephone Number, Including Area Code, of Agent For Service)

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Proposed Maximum

Proposed Maximum

Title of Securities

Amount to be

Offering Price Per

Aggregate Offering

Amount of

to be Registered

Registered(1)

Share(3)

Price(3)

Registration Fee

Common Stock, par value $0.25 per share

22,500,000 (2)

$10.24

$230,400,000

$12,856.32

 

 

TABLE OF CONTENTS

STATEMENT OF INCORPORATION BY REFERENCE
Item 5: Interests of Named Experts and Counsel		3
Item 8. Exhibits.		3
SIGNATURES		4
EXHIBIT INDEX		5
EXHIBIT 5.1		6
EXHIBIT 23.1		7

STATEMENT OF INCORPORATION BY REFERENCE

     Except as otherwise set forth below, this registration statement on Form S-8 incorporates by reference the contents of the registration statements on Form S-8, File No. 333-131628 and File No. 333-134375 relating to the registrant’s 2005 Long-Term Incentive Plan, as amended.

Item 5. Interests of Named Experts and Counsel.

Mark V.B. Tremallo, Vice President, General Counsel and Secretary of the registrant, has opined as to the legality of the securities being offered by this registration statement. Mr. Tremallo is an eligible participant under the 2005 Long-Term Incentive Plan and has received awards under such plan and may receive future awards under such plan.

Item 8. Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

SIGNATURES

     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 6th day of November, 2009.

POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Skyworks Solutions, Inc., hereby severally constitute and appoint David J. Aldrich and Donald W. Palette, 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, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, 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 hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any one of them, to said registration statement and any and all amendments thereto.

     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)		November 6, 2009
/s/ Donald W. Palette   Donald W. Palette		Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)		November 6, 2009
/s/ David J. McLachlan   David J. McLachlan		Chairman of the Board		November 6, 2009
/s/ Kevin L. Beebe   Kevin L. Beebe		Director		November 6, 2009
/s/ Moiz M. Beguwala   Moiz M. Beguwala		Director		November 6, 2009
/s/ Timothy R. Furey   Timothy R. Furey		Director		November 6, 2009
/s/ Balakrishnan S. Iyer   Balakrishnan S. Iyer		Director		November 6, 2009
/s/ Thomas C. Leonard   Thomas C. Leonard		Director		November 6, 2009
/s/ David P. McGlade   David P. McGlade		Director		November 6, 2009
/s/ Robert A. Schriesheim   Robert A. Schriesheim		Director		November 6, 2009

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
4.1(1)		Amended and Restated Certificate of Incorporation of the Registrant
4.2(1)		Second Amended and Restated By-laws of the Registrant
5.1		Opinion of Mark V.B. Tremallo, Esq.
23.1		Consent of KPMG LLP
23.2		Consent of Mark V.B. Tremallo, Esq. (included in Exhibit 5.1)
24.1		Power of Attorney (included as part of the signature page of this Registration Statement)
99.1(2)		Skyworks Solutions, Inc. Amended and Restated 2005 Long-Term Incentive Plan

Exhibit 5.1

November 6, 2009

Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, MA 01801

Re:		2005 Long-Term Incentive Plan

Ladies and Gentlemen:

I am the Vice President, General Counsel and Secretary of Skyworks Solutions, Inc., a Delaware corporation (the “Company”), and am issuing this opinion in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 22,500,000 shares of common stock, $0.25 par value per share (the “Shares”), of the Company, issuable under the Company’s 2005 Long-Term Incentive Plan (the “Plan”).

I have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to my satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as I have deemed material for the purposes of this opinion. In my examination of the foregoing documents, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents. I assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

I express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that I am opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

781.376.3000 www.skyworksinc.com 20 Sylvan Rd. Woburn, MA 01801 USA

Based on the foregoing, I am of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Mark V. B. Tremallo                    
Mark V. B. Tremallo, Esq.
Vice President, General Counsel
and Secretary

Exhibit 23.1

The Board of Directors
Skyworks Solutions, Inc.:

We consent to the use of our report dated December 2, 2008, with respect to the consolidated balance sheets of Skyworks Solutions, Inc. and subsidiaries (the Company) as of October 3, 2008 and September 28, 2007, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended October 3, 2008, the related financial statement schedule, and the effectiveness of internal control over financial reporting as of October 3, 2008, incorporated by reference in this Registration Statement on Form S-8.

/s/ KPMG LLP
Boston, Massachusetts
November 5, 2009