As filed with the Securities and Exchange Commission on July 2, 2002
Registration No. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SKYWORKS SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 04-2302115
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 SYLVAN ROAD
WOBURN, MA 01801
(Address of Principal Executive Offices) (Zip code)
WASHINGTON SUB, INC. 2002 STOCK OPTION PLAN
(Full title of the plan)
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DANIEL YANNUZZI
VICE PRESIDENT AND GENERAL COUNSEL
SKYWORKS SOLUTIONS, INC.
4311 JAMBOREE ROAD
NEWPORT BEACH, CA 92660
(Name and address of agent for service)
(949) 231-3200
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE(2)
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Common Stock, par value $.25 per share..... 4,356,486 $21.39 93,185,235.54 8,573.04
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers, in addition to the number
of shares of Common Stock of the Registrant shown in the table above, an
indeterminate number of shares that may be subject to grant or otherwise
issuable after the operation of the provisions of the Washington Sub, Inc. 2002
Stock Opton Plan governing the adjustment of the number of shares subject to the
Washington Sub, Inc. 2002 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to paragraph (h) of Rule 457 under the Securities Act on the basis of
the weighted average exercise price of options to acquire the registrant's
common stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 2002 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 2, 2002;
(c) Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 28, 2002;
(d) all other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant's Annual Report referred to in (a) above; and
(e) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement File No. 0-24357 on Form 8-A filed
under the Exchange Act with the Securities and Exchange Commission.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of common stock offered hereby will be passed
upon for the Registrant by Daniel N. Yannuzzi, Vice President and General
Counsel of the Registrant. As of July 1, 2002, Mr. Yannuzzi beneficially owned
77,543 shares of the Registrant's common stock, including 77,145 shares subject
to options.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Seventh of the Registrant's Restated Certificate of Incorporation,
as amended, eliminates the personal liability of directors to the Registrant or
its stockholders for monetary damages for breaches of their fiduciary duty
(subject to certain exceptions, such as breaches of the duty of loyalty to the
Registrant or its stockholders).
The Registrant's Second Amended and Restated By-laws include provisions for
mandatory indemnification of its directors, officers, employees or agents
provided certain conditions are met. Section 145 of the General Corporation Law
of the State of Delaware authorizes a corporation to indemnify directors,
officers, employees or agents of the corporation in non-derivative suits if such
party acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful, as determined in accordance with the Delaware General Corporation
Law. Section 145 further provides that indemnification shall be provided if the
party in question is successful on the merits or otherwise.
The effect of these provisions would be to permit such indemnification by
the Registrant for liabilities arising under the Securities Act of 1933, as
amended, to the extent permitted under such act.
The Registrant has directors' and officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibits identified with an asterisk below are on file with the Securities
and Exchange Commission and are incorporated herein by reference to such
previous filings.
EXHIBIT NUMBER EXHIBIT
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5 Opinion of Daniel N. Yannuzzi, Vice President and General
Counsel of the Registrant, regarding the legality of the
securities being registered
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of Daniel N. Yannuzzi, Vice President and General
Counsel of the Registrant, included in the opinion regarding
legality filed as Exhibit 5
24 Power of Attorney (included on the signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS
(a) Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decreases in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) (ss. 230.424(b) of
this chapter) if, in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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 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, Commonwealth of Massachusetts, on the 2nd day
of July, 2002.
SKYWORKS SOLUTIONS, INC.
By: /s/ David J. Aldrich
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David J. Aldrich
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David J. Aldrich and Daniel N. Yannuzzi, his true
and lawful attorney-in-fact and agent, each acting alone, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities to sign the registration statement on Form S-8 to be filed in
connection with the offerings of shares of Common Stock of Skyworks Solutions,
Inc. and any and all amendments (including post-effective amendments) to this
registration statement, and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, and to file the
same, with all exhibits thereto, and the other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his substitutes, each acting alone, may lawfully do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and Power of Attorney has been signed below by the following persons
in the capacities indicated on this 2nd day of July, 2002.
SIGNATURE TITLE
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/s/ David J. Aldrich President, Chief Executive Officer and Director
--------------------------- (Principal Executive Officer)
David J. Aldrich
/s/ Paul E. Vincent Vice President, Chief Financial Officer and Treasurer
--------------------------- (Principal Financial and Accounting Officer)
Paul E. Vincent
Chairman of the Board of Directors
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Dwight W. Decker
/s/ Donald R. Beall Director
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Donald R. Beall
/s/ Moiz M. Beguwala Director
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Moiz M. Beguwala
/s/ Timothy M. Furey Director
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Timothy M. Furey
/s/ Balakrishnan S. Iyer Director
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Balakrishnan S. Iyer
Director
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Thomas C. Leonard
/s/ David J. Mclachlan Director
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David J. McLachlan
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
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5 Opinion of Daniel N. Yannuzzi, Vice President and General
Counsel of the Registrant, regarding the legality of the
securities being registered
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of Daniel N. Yannuzzi, Vice President and General
Counsel of the Registrant, included in the opinion regarding
legality filed as Exhibit 5
24 Power of Attorney (included on the signature page of this
Registration Statement).