Skyworks Solutions, Inc S-3ASR, filed May 10, 2021

Skyworks Solutions, Inc. (SWKS)

S-3ASR 2021-05-10

Added on October 17, 2026

	Delaware			04-2302115
	(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

	ABOUT THIS PROSPECTUS					1
	CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS					2
	WHERE YOU CAN FIND MORE INFORMATION					2
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					3
	OUR COMPANY					4
	RISK FACTORS					4
	USE OF PROCEEDS					4
	DESCRIPTION OF COMMON STOCK					5
	DESCRIPTION OF DEBT SECURITIES					7
	PLAN OF DISTRIBUTION					15
	LEGAL MATTERS					17
	EXPERTS					17

Securities and Exchange Commission registration fee	$	*
Rating agency fees		**
Legal fees and expenses		**
Accounting fees and expenses		**
Trustee’s fees and expenses		**
Transfer agent fees and expenses		**
Printing and distribution expenses		**
Miscellaneous		**
Total	$	**

	1.1*			Form of Underwriting Agreement.
	4.1			Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 3, 2016).
	4.2			Third Amended and Restated By-laws, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on April 30, 2021).
	4.3			Form of Indenture.
	4.4*			Form of Debt Security.
	5.1			Opinion of Jones Day.
	23.1			Consent of KPMG.
	23.2			Consent of Jones Day (included in Exhibit 5.1).
	24.1			Power of Attorney (included on signature page hereto).
	25.1			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Trustee under Indenture.

Signature	Title	Date
/s/ Liam K. Griffin Liam K. Griffin	President, Chief Executive Officer and Director (Principal Executive Officer)	May 10, 2021
/s/ Kris Sennesael Kris Sennesael	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 10, 2021
/s/ David J. Aldrich David J. Aldrich	Chairman of the Board	May 10, 2021
/s/ Christine King Christine King	Lead Independent Director	May 10, 2021
/s/ Alan S. Batey Alan S. Batey	Director	May 10, 2021
/s/ Kevin L. Beebe Kevin L. Beebe	Director	May 10, 2021

		Page
ARTICLE 1	DEFINITIONS AND INCORPORATION BY REFERENCE	1

Section 1.01	Definitions	1
Section 1.02	Other Definitions	5
Section 1.03	Incorporation by Reference of Trust Indenture Act	5
Section 1.04	Rules of Construction	5

Section 2.01	Issuable in Series	6
Section 2.02	Establishment of Terms of Series of Notes	6
Section 2.03	Execution and Authentication	7
Section 2.04	Registrar and Paying Agent	8
Section 2.05	Paying Agent to Hold Money in Trust	8
Section 2.06	Holder Lists	9
Section 2.07	Transfer and Exchange	9
Section 2.08	Replacement Notes	9
Section 2.09	Outstanding Notes	10
Section 2.10	Treasury Notes	10
Section 2.11	Temporary Notes	10
Section 2.12	Cancellation	10
Section 2.13	Defaulted Interest	10
Section 2.14	Global Notes	11
Section 2.15	CUSIP Numbers	12

Section 3.01	Notice to Trustee	12
Section 3.02	Selection of Notes to Be Redeemed	12
Section 3.03	Notice of Redemption	12
Section 3.04	Effect of Notice of Redemption	13
Section 3.05	Deposit of Redemption Price	13
Section 3.06	Notes Redeemed in Part	13

Section 4.01	Payment of Principal and Interest	14
Section 4.02	Maintenance of Office or Agency	14
Section 4.03	Reports	14
Section 4.04	Compliance Certificate	14
Section 4.05	Taxes	15
Section 4.06	Stay, Extension and Usury Laws	15
Section 4.07	Corporate Existence	15

Section 5.01	Merger, Consolidation, or Sale of Assets	15
Section 5.02	Successor Corporation Substituted	16

		Page
Section 6.05	Control by Majority	18
Section 6.06	Limitation on Suits	18
Section 6.07	Rights of Holders of Notes to Receive Payment	18
Section 6.08	Collection Suit by Trustee	18
Section 6.09	Trustee May File Proofs of Claim	19
Section 6.10	Priorities	19
Section 6.11	Undertaking for Costs	19
Section 6.12	Unconditional Right of Holders to Receive Principal, Premium, and Interest	20
Section 6.13	Restoration of Rights and Remedies	20

ARTICLE 2	THE NOTES	6

ARTICLE 3	REDEMPTION AND PREPAYMENT	12

ARTICLE 4	COVENANTS	14

ARTICLE 5	SUCCESSORS	15

Section 7.01	Duties of Trustee	20
Section 7.02	Rights of Trustee	21
Section 7.03	Individual Rights of Trustee	22
Section 7.04	Trustee’s Disclaimer	22
Section 7.05	Notice of Defaults	22
Section 7.06	Reports by Trustee to Holders of the Notes	22
Section 7.07	Compensation and Indemnity	22
Section 7.08	Replacement of Trustee	23
Section 7.09	Successor Trustee by Merger, etc	24
Section 7.10	Eligibility; Disqualification	24
Section 7.11	Preferential Collection of Claims Against the Company	24

Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	24
Section 8.02	Legal Defeasance and Discharge	24
Section 8.03	Covenant Defeasance	25
Section 8.04	Conditions to Legal or Covenant Defeasance	25
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	26
Section 8.06	Repayment to Company	26
Section 8.07	Reinstatement	27

Section 9.01	Without Consent of Holders of Notes	27
Section 9.02	With Consent of Holders of Notes	28
Section 9.03	Compliance with Trust Indenture Act	29
Section 9.04	Revocation and Effect of Consents	29
Section 9.05	Notation on or Exchange of Notes	29
Section 9.06	Trustee to Sign Amendments, etc	29

Section 10.01	Satisfaction and Discharge	29
Section 10.02	Application of Trust Money	30

Section 11.01	Trust Indenture Act Controls	30
Section 11.02	Notices	31
Section 11.03	Communication by Holders of Notes with Other Holders of Notes	32
Section 11.04	Certificate and Opinion as to Conditions Precedent	32

		Page
Section 11.05	Statements Required in Certificate or Opinion	32
Section 11.06	Rules by Trustee and Agents	32
Section 11.07	Calculation of Foreign Currency Amounts	33
Section 11.08	No Personal Liability of Directors, Officers, Employees and Stockholders	33
Section 11.09	Governing Law	33
Section 11.10	No Adverse Interpretation of Other Agreements	33
Section 11.11	Successors	33
Section 11.12	Severability	33
Section 11.13	Counterpart Originals	33
Section 11.14	Table of Contents, Headings, etc	33
Section 11.15	Waiver of Jury Trial	33
Section 11.16	USA PATRIOT Act Compliance	34
Section 11.17	Foreign Account Tax Compliance Act (FATCA)	34

Delaware	04-2302115
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	12/31/2020
Assets
Cash and Balances Due From	$	62,424,852
Depository Institutions
Securities		135,372,305
Federal Funds		149
Loans & Lease Financing Receivables		299,153,643
Fixed Assets		7,454,095
Intangible Assets		12,786,750
Other Assets		27,582,366
Total Assets	$	544,774,160
Liabilities
Deposits	$	442,835,836
Fed Funds		1,175,229
Treasury Demand Notes		0
Trading Liabilities		1,036,903
Other Borrowed Money		27,992,840
Acceptances		0
Subordinated Notes and Debentures		3,850,000
Other Liabilities		14,494,315
Total Liabilities	$	491,385,123
Equity
Common and Preferred Stock		18,200
Surplus		14,266,915
Undivided Profits		38,303,599
Minority Interest in Subsidiaries		800,323
Total Equity Capital	$	53,389,037
Total Liabilities and Equity Capital	$	544,774,160