S-8 1 s-8may2020.htm S-8 Document

As filed with the Securities and Exchange Commission on June 3, 2020
Registration No. 333-______

UNITED STATES
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 incorporation or organization)
04-2302115
(I.R.S. Employer Identification No.)
Skyworks Solutions, Inc.
5260 California Avenue
Irvine, California 92617
(Address of Principal Executive Offices) (Zip Code)
2002 Employee Stock Purchase Plan, as Amended
Non-Qualified Employee Stock Purchase Plan, as Amended
(Full title of the plans)
Robert J. Terry
Senior Vice President, General Counsel and Secretary
Skyworks Solutions, Inc.
5260 California Avenue
Irvine, California 92617
(Name and address of agent for service)
(949) 231-3000
(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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer 
Non-accelerated filer 
Accelerated filer 
Smaller reporting company 
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.


CALCULATION OF REGISTRATION FEE
Title of Securities to be RegisteredAmount to be Registered (1)Proposed Maximum Offering Price Per ShareProposed Maximum Aggregate Offering PriceAmount of Registration Fee
Common Stock, par value $0.25 per share1,900,000 shares (2)$116.89 (3)$222,091,000 (3)$28,828
(1) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), 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) 1,500,000 additional shares issuable under the 2002 Employee Stock Purchase Plan, as Amended, and (ii) 400,000 additional shares issuable under the Non-Qualified Employee Stock Purchase Plan, as Amended.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low prices of the Registrant’s Common Stock, as reported on the Nasdaq Global Select Market on May 27, 2020.



Statement of Incorporation by Reference

This registration statement on Form S-8 is being filed to register an additional 1,500,000 shares of common stock, $0.25 par value per share (the “Common Stock”), of Skyworks Solutions, Inc. (the “Registrant”), issuable under the 2002 Employee Stock Purchase Plan, as Amended (the “ESPP”), and an additional 400,000 shares of the Registrant’s Common Stock issuable under the Registrant’s Non-Qualified Employee Stock Purchase Plan, as Amended (the “NQ ESPP”). The Registrant previously registered an aggregate of 8,380,000 shares of Common Stock for issuance under the ESPP on registration statements on Form S-8, File No. 333-100312, File No. 333-132880, File No. 333-150782, and File No. 333-176286, and an aggregate of 1,320,000 shares of Common Stock for issuance under the NQ ESPP on registration statements on Form S-8, File No. 333-91524, File No. 333-100313, File No. 333-122333, File No. 333-132880, File No. 333-150782, and File No. 333-176286 (collectively, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, except as otherwise set forth below, the contents of the Prior Registration Statements are incorporated by reference herein to the extent not modified or superseded thereby or by any subsequently filed document that is incorporated by reference herein or therein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
Robert J. Terry, Senior 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. Terry is an eligible participant under the ESPP, has received awards under the ESPP, and may receive future awards under the ESPP.
Item 6. Indemnification of Directors and Officers.
Section 102 of the Delaware General Corporation Law allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Registrant has included such a provision in Article Seventh of its Restated Certificate of Incorporation.
Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.
Article III, Section 14 of the Registrant’s Third Amended and Restated By-laws provides that a director or officer of the Registrant:
A.shall be indemnified by the Registrant against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in any action, suit or proceeding (other than an


action by or in the right of the Registrant) brought against such person by virtue of his or her position as a director or officer of the Registrant if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; and
B.shall be indemnified by the Registrant against all expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of any action or suit by or in the right of the Registrant brought against such person by virtue of his or her position as a director or officer of the Registrant if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant, other than with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant unless the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses.
In addition, Article III, Section 14 of the Registrant’s Third Amended and Restated By-laws provides that to the extent a director or officer has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in paragraphs A and B above, such person shall be indemnified by the Registrant against expenses (including attorneys’ fees) actually and reasonably incurred. Expenses will be advanced to a director or officer at such person’s request, provided that he or she undertakes to repay the amount received if it is ultimately determined that he or she is not entitled to indemnification for such expenses.
The Registrant has purchased directors’ and officers’ liability insurance which would indemnify its directors and officers against damages arising out of certain kinds of claims that might be made against them based on their negligent acts or omissions while acting in their capacity as such.
Item 8. Exhibits.


(1)
Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2016 (File No. 001-05560) filed with the Securities and Exchange Commission on August 3, 2016.
(2)
Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 29, 2017 (File No. 001-05560) filed with the Securities and Exchange Commission on February 5, 2018.



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 Irvine, in the State of California, on June 3, 2020.
SKYWORKS SOLUTIONS, INC.
By:/s/ Liam K. Griffin
Liam K. Griffin
President and Chief Executive Officer
Director



POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Skyworks Solutions, Inc., hereby severally constitute and appoint Liam K. Griffin and Kris Sennesael, 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 date indicated.
SIGNATURETITLEDATE
/s/ Liam K. Griffin
President and Chief Executive Officer
Director
June 3, 2020
Liam K. Griffin(Principal Executive Officer)
/s/ Kris Sennesael
Senior Vice President and
Chief Financial Officer
June 3, 2020
Kris Sennesael(Principal Accounting and Financial Officer)
/s/ David J. AldrichChairman of the BoardJune 3, 2020
David J. Aldrich
/s/ Alan S. BateyDirectorJune 3, 2020
Alan S. Batey
/s/ Kevin L. BeebeDirectorJune 3, 2020
Kevin L. Beebe
/s/ Timothy R. FureyDirectorJune 3, 2020
Timothy R. Furey
/s/ Christine KingDirectorJune 3, 2020
Christine King
/s/ David P. McGladeDirectorJune 3, 2020
David P. McGlade
/s/ Robert A. SchriesheimDirectorJune 3, 2020
Robert A. Schriesheim
/s/ Kimberly S. StevensonDirectorJune 3, 2020
Kimberly S. Stevenson