Delaware | 04-2302115 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed | ||||||||||||||||||||||
Maximum | Proposed | |||||||||||||||||||||
Offering | Maximum | Amount of | ||||||||||||||||||||
Title of Securities | Amount to be | Price Per | Aggregate | Registration | ||||||||||||||||||
to be Registered | Registered(1) | Share(3) | Offering Price(3) | Fee | ||||||||||||||||||
Common Stock, par value $0.25 per share |
2,550,000 | (2) | $8.39 | $21,394,500 | $841 | |||||||||||||||||
(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. | |
(2) | Consists of (i) 2,250,000 shares issuable under the 2002 Employee Stock Purchase Plan, and (ii) 300,000 shares issuable under the Non-Qualified Employee Stock Purchase Plan. | |
(3) | The price of $8.39 per share, which is the average of the high and low prices of the common stock as reported on the Nasdaq Global Select Market on May 8, 2008, is set forth solely for purposes of calculating the filing fee pursuant to Rules 457(c) and (h). |
Item 8. Exhibits. | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EXHIBIT 5.1 | ||||||||
EXHIBIT 23.1 |
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. |
SKYWORKS SOLUTIONS, INC. |
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By: | /s/ David J. Aldrich | |||
David J. Aldrich | ||||
President and Chief Executive Officer | ||||
SIGNATURE | TITLE | DATE | ||
/s/ David J. Aldrich
|
President, Chief Executive Officer and Director | May 8, 2008 | ||
David J. Aldrich
|
(Principal Executive Officer) | |||
/s/ Donald W. Palette
|
Vice President and Chief Financial Officer | May 8, 2008 | ||
Donald W. Palette
|
(Principal Accounting and Financial Officer) | |||
/s/ David J. McLachlan
|
Chairman of the Board | May 8, 2008 | ||
David J. McLachlan |
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/s/ Kevin L. Beebe
|
Director | May 8, 2008 | ||
Kevin L. Beebe |
SIGNATURE | TITLE | DATE | ||
/s/ Thomas C. Leonard
|
Director | May 8, 2008 | ||
Thomas C. Leonard |
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/s/ David P. McGlade
|
Director | May 8, 2008 | ||
David P. McGlade |
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/s/ Robert A. Schriesheim
|
Director | May 8, 2008 | ||
Robert A. Schriesheim |
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) |
(1) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrants Annual Report on Form 10-K for the fiscal year ended September 30, 2002 (File No. 001-5560) and incorporated herein by reference. |