SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
NOVEMBER 8, 2002
----------------------------------------------------
Date of report (Date of earliest event reported)
SKYWORKS SOLUTIONS, INC.
-------------------------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-5560 04-2302115
----------------------------- ---------------------- ------------------
(State or other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801
--------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(781) 935-5150
----------------------------------------------------
(Registrant's telephone number, including area code)
-------------------------------------------------------------
(Former Name or Former Address, If Changed Since Last Report)
ITEM 5. OTHER EVENTS
On June 25, 2002, pursuant to an Agreement and Plan of Reorganization,
dated as of December 16, 2001, as amended as of April 12, 2002, by and among
Conexant Systems, Inc. (Conexant), Washington Sub, Inc. (Washington Sub) and
Alpha Industries, Inc. (Alpha Industries), Alpha Industries merged with
Washington Sub, a company formed by Conexant and to which Conexant contributed
the assets, liabilities (including liabilities relating to former operations)
and operations of Conexant's wireless communications business, other than
certain assets and liabilities retained by Conexant. Immediately prior to the
merger, Conexant spun-off Washington Sub by distributing outstanding shares of
Washington Sub common stock to Conexant stockholders on a one share-for-one
share basis. In the merger, Conexant stockholders received 0.351 of a share of
Skyworks' common stock in exchange for each share of Washington Sub common stock
issued to them in the distribution. After the merger, Alpha Industries, which
was the surviving company in the merger, changed its corporate name to Skyworks
Solutions, Inc. Immediately following completion of the merger, Skyworks
purchased Conexant's semiconductor assembly and test facility located in
Mexicali, Mexico for an aggregate purchase price of $150 million. References
herein and in Exhibit 99.1 to the Washington Business refer to the wireless
communications business contributed by Conexant to Washington Sub, which merged
with Alpha Industries effective June 25, 2002. References to the Mexicali
Operations refer to the semiconductor assembly and test facility in Mexicali,
Mexico, certain assets used in connection with that facility and certain assets
previously utilized by Conexant's package design team employees located in
Newport Beach, California who joined Skyworks in connection with the merger, all
of which assets Skyworks purchased from Conexant immediately following the
merger.
There is appended as Exhibit 99.1 and hereby incorporated by reference
the combined company unaudited pro forma condensed combined statement of
operations for the nine months ended June 30, 2002 of Alpha Industries, Inc. and
the Washington Business and the Mexicali Operations. This combined company
unaudited pro forma condensed statement of operations reflects a
reclassification of amounts between special charges and selling, general and
administrative expenses. The information contained within the attached statement
of operations is presented as if the spin-off by Conexant of its wireless
business, the merger and the subsequent acquisition by Skyworks of the Mexicali
operations had occurred on October 1, 2001.
2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Combined Company Unaudited Pro Forma
Condensed Combined Statement of Operations
for the Nine Months Ended June 30, 2002
[The remainder of this page is intentionally left blank.]
3
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: November 12, 2002 By:/s/ Paul E. Vincent
-------------------------------------
Paul E. Vincent
Vice President and Chief Financial Officer
4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Combined Company Unaudited Pro Forma Condensed Combined
Statement of Operations for the Nine Months Ended June 30,
2002