UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 10, 2011
Skyworks Solutions, Inc.
(Exact Name of Registrant as Specified in its 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, MA
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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))
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| Item 2.01. |
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Completion of Acquisition or Disposition of Assets. |
On June 10, 2011, Skyworks Solutions, Inc., a Delaware corporation (“Skyworks”), completed its
previously announced acquisition of SiGe Semiconductor, Inc. (“SiGe”) pursuant to the Agreement and
Plan of Merger dated as of May 17, 2011 (the “Merger Agreement”) by and among Skyworks, SiGe,
Silver Bullet Acquisition Corp., a Delaware corporation and wholly owned subsidiary of
Skyworks (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability
company (the “Company Stockholder Representative”), solely in its capacity as the representative
and agent of the stockholders of SiGe. On June 10, 2011, in accordance with the Merger Agreement
and the Delaware General Corporation Law, Merger Sub merged with and into SiGe, with SiGe
continuing as the surviving corporation, and SiGe became a wholly owned subsidiary of Skyworks (the
“Merger”).
As previously disclosed, pursuant to the Merger Agreement, in connection with the closing of
the transactions contemplated by the Merger Agreement (the “Closing”), Skyworks will pay to the
holders of SiGe’s capital stock and the holders of options to purchase shares of SiGe’s capital
stock (to the extent that all or any portion of such options were vested under and issuable upon
exercise of such option as of immediately prior to the Closing) a total of $210 million
less certain transaction expenses, subject to a working capital normalizing adjustment. An
aggregate of $23 million of that initial consideration was placed into escrow, as described below.
In addition, Skyworks will pay to such holders of SiGe’s capital stock and stock options a
contingent earn-out payment of up to $65 million that will be determined based on the amount of
revenue generated by Skyworks from sales of certain SiGe components during the twelve month period
following the Closing. At the effective time of the Merger, all of the outstanding shares of
SiGe’s capital stock were cancelled and converted into the right to receive a portion of the cash
payments described above, and each SiGe option outstanding at the Closing was cancelled and, to the
extent that shares of common stock subject to such option were vested under and issuable upon
exercise of such option as of immediately prior to the Closing (after giving effect to any
acceleration of vesting required as a result of the Merger), converted into the right to receive a
portion of the cash payments described above.
At the Closing, Skyworks entered into an escrow agreement in a customary form (the “Escrow
Agreement”) and deposited an aggregate amount of $23 million into three separate escrow funds for
the purposes of (i) securing the indemnification rights of Skyworks for any and all losses for
which they are entitled to indemnification pursuant to the Merger Agreement or the Escrow
Agreement, (ii) securing any reimbursement obligations of the stockholders of SiGe in connection
with the working capital normalization adjustment and (iii) reimbursing the Company Stockholder
Representative.
As previously disclosed, a copy of the Merger Agreement will be filed with Skyworks’ next
quarterly report on Form 10-Q.
On June 10, 2011, Skyworks issued a press release announcing, among other things, the
completion of the acquisition of SiGe. A copy of the press release is filed as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) See the Exhibit Index attached to this Current Report on Form 8-K, which is
incorporated herein by reference.
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