TWLL Techwell (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 4)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

TECHWELL, INC.

(Name of Subject Company (Issuer))

NAVAJO MERGER SUB, INC.

(Offeror)

an indirect, wholly-owned subsidiary of

INTERSIL CORPORATION

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $0.001 par value per share

(Title of Class of Securities)

87874D 10 1

(CUSIP Number of Class of Securities)

Thomas C. Tokos, Esq.

Intersil Corporation

1001 Murphy Ranch Road, Suite 1

Milpitas, California 95035

(408) 432-8888

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Christopher G. Karras

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, Pennsylvania 19104

(215) 994-4000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer. x

INTRODUCTORY STATEMENT

This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (which, together with any amendments and supplements thereto, including that certain Amendment No. 1 filed on April 7, 2010, that certain Amendment No. 2 filed on April 12, 2010 and that certain Amendment No. 3 filed on April 20, 2010 collectively constitute the “Schedule TO”) that was originally filed on March 30, 2010 by (i) Navajo Merger Sub, Inc., a Delaware corporation (the “Purchaser”) and an indirect, wholly-owned subsidiary of Intersil Corporation, a Delaware corporation (“Intersil”), and (ii) Intersil. The Schedule TO relates to the offer (the “Offer”) by the Purchaser to purchase for cash all of the outstanding shares of Common Stock, $0.001 par value (the “Techwell Common Stock”) of Techwell, Inc., a Delaware corporation ( “Techwell”) and the associated preferred stock purchase rights (the “Techwell Rights”) issued in connection with and subject to the Rights Agreement, dated August 4, 2009, between Techwell and Computershare Trust Company, N.A. (which Techwell Rights, together with the shares of the Techwell Common Stock are herein referred to as the “Shares”) at a purchase price of $18.50 per Share, net to the seller in cash, without interest thereon and less any applicable withholding or stock transfer taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 30, 2010 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which were filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Amendment is being filed on behalf of the Purchaser and Intersil. The information set forth in the Offer to Purchase and the related Letter of Transmittal is hereby expressly incorporated by reference in answer to Items 1 through 9 and 11 of this Amendment, and is amended and supplemented by the information specifically provided herein.

Capitalized terms used and not defined in this Amendment have the meanings assigned to such terms in the Offer to Purchase.

Item 11 of the Schedule TO is amended and supplemented as follows:

Expiration of Initial Offering Period; Intent to Exercise Top-up Option and Consummate Back-End Merger

“The Offer and withdrawal rights expired at 12:00 Midnight, New York City time, on Monday, April 26, 2010. The Depositary has advised that, as of the expiration time, an aggregate of 20,517,181 Shares (including approximately 1,590,570 Shares subject to guarantees of delivery) were validly tendered and not withdrawn, representing approximately 81.53% of the total outstanding Shares, calculated on a fully diluted basis, as that term is defined in the Merger Agreement. Therefore, the Minimum Condition has been satisfied. All Shares that were validly tendered and not properly withdrawn have been accepted for purchase by the Purchaser. The Purchaser will promptly pay for such Shares at the Per Share Amount.

The Purchaser intends to exercise its option (the “Top-Up Option”) to purchase directly from Techwell an additional number of Shares sufficient (when combined with the Shares purchased by the Purchaser in the Offer) to give the Purchaser ownership of at least one Share more than 90% of the outstanding Shares at a price of $18.50 per Share, pursuant to the terms of the Merger Agreement. The Purchaser intends to purchase an aggregate of 27,607,170 Shares pursuant to the exercise of the Top-Up Option.

Intersil intends to cause the Purchaser and Techwell to consummate the Merger. In accordance with the Merger Agreement, the Purchaser will be merged with and into Techwell with Techwell continuing as the Surviving Corporation and as an indirect wholly-owned subsidiary of Intersil. At the Effective Time of the Merger, each Share outstanding immediately prior to the Effective Time (other than Shares held (i) in the treasury of Techwell or by Techwell’s subsidiaries or Intersil, the Purchaser, or any other direct or indirect wholly owned subsidiary of Intersil, which Shares shall be canceled and shall cease to exist or (ii) by stockholders who validly exercise appraisal rights under Delaware law with respect to such Shares) will be converted into the right to receive $18.50 per Share, net to the applicable stockholder in cash, without interest and less any required withholding taxes, which is the same amount per Share that was paid in the Offer. Following the Merger, the Shares will cease to be traded on the NASDAQ Global Select Market.”

Item 12 of the Schedule TO is hereby amended and supplement by adding thereto the following exhibit:

SIGNATURE

After due inquiry and to the best of the knowledge and belief of each of the undersigned, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Date: April 27, 2010

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