Attached files
| file | filename |
|---|---|
| EX-10.E - AGREEMENT AND PLAN OF MERGER - SKYWORKS SOLUTIONS, INC. | d256732dex10e.htm |
| EX-31.1 - SECTION 302 CERTIFICATION OF CEO - SKYWORKS SOLUTIONS, INC. | d256732dex311.htm |
| EX-31.2 - SECTION 302 CERTIFICATION OF CFO - SKYWORKS SOLUTIONS, INC. | d256732dex312.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 1, 2011
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-5560
SKYWORKS SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 04-2302115 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer 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
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class |
Outstanding at July 31, 2011 | |
| Common Stock, par value $.25 per share | 186,277,145 |
| PART II OTHER INFORMATION |
2 | |||
| 2 | ||||
| 4 | ||||
1
EXPLANATORY NOTE
Skyworks Solutions, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to amend the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2011 (the “Quarterly Report”), as originally filed with the Securities and Exchange Commission (the “Commission”) on August 9, 2011 (the “Original Filing Date”). This Amendment No. 1 is being filed in response to communications with the Commission in connection with a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act’), with respect to Exhibit 10.E (the “Exhibit”) originally filed with the Quarterly Report. The sole purpose of this Amendment No. 1 is to file a revised version of the Exhibit in order to disclose certain information for which confidential treatment had been previously requested and is no longer being sought by the Company. The revised version of the Exhibit supersedes in its entirety the Exhibit as originally filed with the Quarterly Report.
Except for the revised Exhibit, this Amendment No. 1 does not amend any other information set forth in the Quarterly Report. This Amendment No. 1 speaks as of the Original Filing Date, does not reflect any events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way any disclosures made in the Quarterly Report. Additionally, in connection with the filing of this Amendment No. 1 and pursuant to Rule 12b-15 of the Exchange Act, the certifications of the Company’s principal executive officer and principal financial officer are also attached as exhibits hereto.
| Number |
Description | |
| 3.A** |
Skyworks Solutions, Inc. Restated Certificate of Incorporation, as Amended | |
| 3.B** |
Skyworks Solutions, Inc. Second Amended and Restated By-laws, as Amended | |
| 10.A** |
Skyworks Solutions, Inc. Amended and Restated 2005 Long-Term Incentive Plan, as Amended | |
| 10.B** |
Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan | |
| 10.C** |
Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan, as Amended | |
| 10.D** |
Skyworks Solutions, Inc. Non-Qualified Employee Stock Purchase Plan, as Amended | |
| 10.E* |
Agreement and Plan of Merger dated as of May 17, 2011 by and among Skyworks Solutions, Inc., Silver Bullet Acquisition Corp., SiGe Semiconductor, Inc. and Shareholder Representative Services, solely in its capacity as the representative and agent of the Company Stockholders | |
| 10.F |
Agreement and Plan of Merger dated May 26, 2011 by and among Skyworks Solutions, Inc., PowerCo Acquisition Corp., and Advanced Analogic Technologies Incorporated (filed as Annex A to the Company’s Registration Statement on Form S-4 (reg. no. 333-174953) and incorporated herein by reference) | |
| 31.1* |
Certification of the Company’s Chief Executive Officer pursuant to Securities Exchange Act of 1934, as amended, Rules 13a- 14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* |
Certification of the Company’s Chief Financial Officer pursuant to Securities Exchange Act of 1934, as amended, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1*** |
Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2*** |
Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS**** |
XBRL Instance Document | |
| 101.SCH**** |
XBRL Taxonomy Extension Schema Document | |
| 101.CAL**** |
XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF**** |
XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB**** |
XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE**** |
XBRL Taxonomy Extension Presentation Linkbase Document | |
2
| * | Filed herewith. |
| ** | Previously filed as an exhibit to the Company’s original Form 10-Q for the quarterly period ended July 1, 2011. |
| *** | Previously furnished as an exhibit to the Company’s original Form 10-Q for the quarterly period ended July 1, 2011. |
| **** | Previously furnished as an exhibit to the Company’s original Form 10-Q for the quarterly period ended July 1, 2011. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 to the Company’s original Form 10-Q for the quarterly period ended July 1, 2011 are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
3
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 thereunto duly authorized.
| SKYWORKS SOLUTIONS, INC. | ||||||
| Date: November 17, 2011 | By: | /s/ Donald W. Palette | ||||
| Donald W. Palette, Chief Financial Officer | ||||||
| Vice President (Principal Accounting and Financial Officer) | ||||||
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EXHIBIT INDEX
| Number |
Description | |
| 3.A** |
Skyworks Solutions, Inc. Restated Certificate of Incorporation, as Amended | |
| 3.B** |
Skyworks Solutions, Inc. Second Amended and Restated By-laws, as Amended | |
| 10.A** |
Skyworks Solutions, Inc. Amended and Restated 2005 Long-Term Incentive Plan, as Amended | |
| 10.B** |
Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan | |
| 10.C** |
Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan, as Amended | |
| 10.D** |
Skyworks Solutions, Inc. Non-Qualified Employee Stock Purchase Plan, as Amended | |
| 10.E* |
Agreement and Plan of Merger dated as of May 17, 2011 by and among Skyworks Solutions, Inc., Silver Bullet Acquisition Corp., SiGe Semiconductor, Inc. and Shareholder Representative Services, solely in its capacity as the representative and agent of the Company Stockholders | |
| 10.F |
Agreement and Plan of Merger dated May 26, 2011 by and among Skyworks Solutions, Inc., PowerCo Acquisition Corp., and Advanced Analogic Technologies Incorporated (filed as Annex A to our Registration Statement on Form S-4 (reg. no. 333-174953) and incorporated herein by reference) | |
| 31.1* |
Certification of the Company’s Chief Executive Officer pursuant to Securities Exchange Act of 1934, as amended, Rules 13a- 14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* |
Certification of the Company’s Chief Financial Officer pursuant to Securities Exchange Act of 1934, as amended, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1*** |
Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2*** |
Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS**** |
XBRL Instance Document | |
| 101.SCH**** |
XBRL Taxonomy Extension Schema Document | |
| 101.CAL**** |
XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF**** |
XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB**** |
XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE**** |
XBRL Taxonomy Extension Presentation Linkbase Document | |
| * | Filed herewith. |
| ** | Previously filed as an exhibit to the Company’s original Form 10-Q for the quarterly period ended July 1, 2011. |
| *** | Previously furnished as an exhibit to the Company’s original Form 10-Q for the quarterly period ended July 1, 2011. |
| **** | Previously furnished as an exhibit to the Company’s original Form 10-Q for the quarterly period ended July 1, 2011. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 to the Company’s original Form 10-Q for the quarterly period ended July 1, 2011 are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
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