UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 9, 2003
SKYWORKS SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-5560 04-2302115
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (781) 376-3000
Page 1 of 3 pages
Exhibit Index on page 4
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On September 9, 2003, Skyworks Solutions, Inc. (the "Company") priced
an offering of 9,200,000 shares of its common stock at a price of $11.50 per
share and granted Credit Suisse First Boston LLC, the sole bookrunner for this
offering, an over-allotment option to purchase up to an additional 1,380,000
shares of its common stock (collectively, the "Shares").
The closing of the offering is expected to occur on September 12, 2003,
and is subject to customary closing conditions. The Shares will be sold pursuant
to the Company's shelf Registration Statement on Form S-3 (Registration No.
333-107846), which was declared effective by the Securities and Exchange
Commission on August 28, 2003.
Attached as Exhibit 1.1 to this Current Report on Form 8-K is the Terms
Agreement dated September 9, 2003, between the Company and Credit Suisse First
Boston LLC, relating to the issuance and sale of the Shares. The Terms Agreement
is incorporated herein by reference in its entirety. The Underwriting Agreement,
which is a part of the Terms Agreement, is also incorporated herein by reference
in its entirety and was filed as Exhibit 1.01 to the Company's Registration
Statement on Form S-3 (Registration No. 333-107846).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
----------- -----------
1.1 Terms Agreement dated September 9, 2003.
2
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.
SKYWORKS SOLUTIONS, INC.
Date: September 10, 2003 By: /s/ Paul E. Vincent
----------------------------
Paul E. Vincent
Chief Financial Officer,
Treasurer and Secretary
3
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
1.1 Terms Agreement dated September 9, 2003.