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): February 27, 2007
Skyworks Solutions, Inc.
(Exact Name of Registrant as Specified in 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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(IRS 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) |
Registrant’s telephone number, including area code: (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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 3.02. Unregistered Sales of Equity Securities.
On February 27, 2007, Skyworks Solutions, Inc. (the “Registrant”) entered into a definitive
agreement to sell $100 million aggregate principal amount of 1.25% convertible subordinated notes
due 2010 (the “2010 Notes”) and $100 million aggregate principal amount of 1.50% convertible
subordinated notes due 2012 (the “2012 Notes” and together with the 2010 Notes, the “Notes”) in a
private placement to qualified institutional buyers pursuant to Rule 144A of the Securities Act of
1933, as amended (the “Act”). The Notes will be convertible prior to maturity into shares of
common stock, $0.25 par value per share, of the Registrant (the “Common Stock”) at an initial
conversion price of $9.5175 per share, which represents an initial conversion rate of 105.0696
shares of Common Stock per $1,000 principal amount of Notes (subject to adjustment). The closing of
the offering is expected to occur on March 2, 2007.
The Notes and the shares of Common Stock issuable upon conversion of the Notes will not be
registered under the Act and may not be offered or sold absent registration or an applicable
exemption from registration requirements.
The Registrant expects to agree, pursuant to a registration rights agreement, to file a shelf
registration statement with the Securities and Exchange Commission with respect to resales of the
Notes and any shares of Common Stock issuable upon conversion of the Notes.
Item 8.01. Other Events.
A copy of the press release relating to the pricing of the Notes offering is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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99.1
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Press Release dated February 27, 2007. |