As filed with the Securities and Exchange Commission on December 21, 1998
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Conexant Systems, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE 25-1799439
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4311 Jamboree Road
Newport Beach, California 92660-3095
(Address of Principal Executive Offices) (Zip Code)
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Conexant Systems, Inc. 1999 Long-Term Incentives Plan
Conexant Systems, Inc. Directors Stock Plan
(Full title of the plans)
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DWIGHT W. DECKER
Chairman and Chief Executive Officer
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
(Name and address of agent for service)
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(949) 483-4600
(Telephone number, including area code, of agent for service)
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Copy to:
PETER R. KOLYER, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
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Calculation of Registration Fee
<TABLE>
<CAPTION>
- ------------------------------------ -------------------- -------------------------- -------------------------- ----------------
Amount to be Proposed maximum Proposed maximum aggregate Amount of
Title of securities to be registered registered offering price per unit(1) offering price(1) registration fee
- ------------------------------------ -------------------- -------------------------- -------------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value $1 per share
(including the associated Preferred
Share Purchase Rights).............. 10,500,000 shares(2) $16.1875 $169,968,750 $47,252
- ------------------------------------ -------------------- -------------------------- -------------------------- ----------------
<FN>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), based upon the average of the high and low "when-issued"
trading prices for the Common Stock on December 17, 1998, as reported on
The Nasdaq Stock Market, Inc. National Market System.
(2) Of the total amount to be registered, 10,185,000 shares are reserved for
issuance under the Conexant Systems, Inc. 1999 Long-Term Incentives Plan
and 315,000 shares are reserved for issuance under the Conexant Systems,
Inc. Directors Stock Plan.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following document, which has been filed with the Securities and
Exchange Commission (the "Commission"), is incorporated herein by reference and
made a part hereof:
Registration Statement on Form 10, as amended, filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), by Conexant Systems, Inc. (the "Company") in File No.
000-24923 (the "Form 10"). The description of the Company's Common
Stock is contained in Item 11 of the Form 10.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes that statement. Any such statement so modified or superseded shall
not constitute a part of this Registration Statement, except as so modified or
superseded.
Item 4. Description of Securities.
This Item is not applicable.
Item 5. Interests of Named Experts and Counsel.
This Item is not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law (the "DGCL") permits Delaware
corporations to eliminate or limit the monetary liability of directors for
breach of their fiduciary duty of care, subject to certain limitations. The
Company's Restated Certificate of Incorporation provides that Company directors
are not liable to the Company or its shareowners for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its shareowners, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for willful or negligent violation of the laws governing
the payment of dividends or the purchase or redemption of stock or (iv) for any
transaction from which a director derived an improper personal benefit.
The DGCL provides for indemnification of directors, officers, employees
and agents subject to certain limitations. The Company's Amended By-Laws and the
appendix thereto provide for the indemnification of directors, officers,
employees and agents of the Company to the extent permitted by Delaware law. It
is expected that the Company's directors and officers will be insured against
certain liabilities for actions taken in such capacities, including liabilities
under the Securities Act.
Item 7. Exemption from Registration Claimed.
This Item is not applicable.
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<PAGE>
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Company, filed as
Exhibit 4.1 to the Company's Registration Statement on Form S-8
(Registration No. 333-68755) (the "Savings Plan Form S-8"), is
incorporated herein by reference.
4.2 Amended By-Laws of the Company, filed as Exhibit 4.2 to the Savings
Plan Form S-8, is incorporated herein by reference.
4.3 Specimen certificate for the Company's Common Stock, par value $1 per
share, filed as Exhibit 4.3 to the Company's Registration Statement
on Form 10 (File No. 000-24923) (the "Form 10"), is incorporated
herein by reference.
4.4 Rights Agreement, dated as of November 30, 1998, by and between the
Company and ChaseMellon Shareholder Services, L.L.C., as rights
agent, filed as Exhibit 4.4 to the Savings Plan Form S-8, is
incorporated herein by reference.
4.5 Conexant Systems, Inc. 1999 Long-Term Incentives Plan, filed as
Exhibit 10.1 to the Form 10, is incorporated herein by reference.
4.6 Conexant Systems, Inc. Directors Stock Plan, filed as Exhibit 10.2 to
the Form 10, is incorporated herein by reference.
5 Opinion of Chadbourne & Parke LLP as to the legality of any newly
issued shares of Common Stock of the Company covered by this
Registration Statement.
23.1 Consent of Deloitte & Touche LLP, independent auditors, set forth on
Page II-7 of this Registration Statement.
23.2 Consent of Chadbourne & Parke LLP, contained in its opinion filed as
Exhibit 5 to this Registration Statement.
24 Power of Attorney authorizing certain persons to sign this
Registration Statement on behalf of certain directors and officers of
the Company, filed as Exhibit 24 to the Savings Plan Form S-8, is
incorporated herein by reference.
II-3
<PAGE>
Item 9. Undertakings.
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed with or furnished
to the Commission by the Company pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
B. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities
II-4
<PAGE>
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on the 21st day
of December, 1998.
CONEXANT SYSTEMS, INC.
By /s/ Dwight W. Decker
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(Dwight W. Decker, Chairman and
Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 21st day of December, 1998 by the
following persons in the capacities indicated:
Signature Title
--------- -----
DWIGHT W. DECKER* Chairman of the Board and Chief Executive Officer
(principal executive officer) and Director
DONALD R. BEALL* Director
RICHARD M. BRESSLER* Director
F. CRAIG FARRILL* Director
JERRE L. STEAD* Director
BALAKRISHNAN S. IYER* Senior Vice President and Chief Financial Officer
(principal financial officer)
STEVEN M. THOMSON* Vice President and Controller
(principal accounting officer)
*By /s/ Dwight W. Decker
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(Dwight W. Decker, Attorney-in-fact)**
** By authority of the power of attorney filed as Exhibit 24 to this
Registration Statement.
II-6
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Conexant Systems, Inc. on Form S-8 for the Conexant Systems, Inc.
1999 Long-Term Incentives Plan and the Conexant Systems, Inc. Directors Stock
Plan (collectively, the Plans), of our report dated November 4, 1998 on the
combined financial statements and financial statement schedule of the
semiconductor systems business of Rockwell International Corporation, appearing
in the Registration Statement on Form 10 (File No. 000-24923), as amended, of
Conexant Systems, Inc. We also consent to the reference to us under the heading
"Experts" in the prospectus for the Plans.
DELOITTE & TOUCHE LLP
Costa Mesa, California
December 21, 1998
II-7
<PAGE>
EXHIBIT INDEX
Exhibit
Number Page
- ------ ----
4.1 Restated Certificate of Incorporation of the Company, filed
as Exhibit 4.1 to the Company's Registration Statement on
Form S-8 (Registration No. 333-68755) (the "Savings Plan
Form S-8"), is incorporated herein by reference.
4.2 Amended By-Laws of the Company, filed as Exhibit 4.2 to the
Savings Plan Form S-8, is incorporated herein by reference.
4.3 Specimen certificate for the Company's Common Stock, par
value $1 per share, filed as Exhibit 4.3 to the Company's
Registration Statement on Form 10 (File No. 000-24923)
(the "Form 10"), is incorporated herein by reference.
4.4 Rights Agreement, dated as of November 30, 1998, by and
between the Company and ChaseMellon Shareholder Services,
L.L.C., as rights agent, filed as Exhibit 4.4 to the Form 10,
is incorporated herein by reference.
4.5 Conexant Systems, Inc. 1999 Long-Term Incentives Plan, filed
as Exhibit 10.1 to the Form 10, is incorporated herein by
reference.
4.6 Conexant Systems, Inc. Directors Stock Plan, filed as
Exhibit 10.2 to the Form 10, is incorporated herein by
reference.
5 Opinion of Chadbourne & Parke LLP as to the legality of any
newly issued shares of Common Stock of the Company covered
by this Registration Statement.
23.1 Consent of Deloitte & Touche LLP, independent auditors, set
forth on Page II-7 of this Registration Statement.
23.2 Consent of Chadbourne & Parke LLP, contained in its opinion
filed as Exhibit 5 to this Registration Statement.
24 Power of Attorney authorizing certain persons to sign this
Registration Statement on behalf of certain directors and
officers of the Company, filed as Exhibit 24 to the Savings
Plan Form S-8, is incorporated herein by reference.
Exhibit 5
Letterhead of Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
December 21, 1998
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
Dear Sirs:
In connection with the registration under the Securities Act
of 1933, as amended (the "Securities Act"), by Conexant Systems, Inc., a
Delaware corporation (the "Company"), of 10,500,000 shares (the "Shares") of
Common Stock, par value $1 per share, of the Company (including the associated
Preferred Share Purchase Rights, the "Common Stock"), to be issued from time to
time in connection with the Conexant Systems, Inc. 1999 Long-Term Incentives
Plan and the Conexant Systems, Inc. Directors Stock Plan (collectively, the
"Plans"), we advise as follows:
As counsel for the Company, we are familiar with the Restated
Certificate of Incorporation and Amended By-Laws of the Company, each as amended
to the date hereof, and we have reviewed (i) the Registration Statement on Form
S-8 to be filed by the Company under the Securities Act with respect to the
Shares to be issued from time to time in connection with the Plans (the
"Registration Statement") and (ii) the corporate proceedings taken by the
Company in connection with the authorization of the Shares to be issued from
time to time in connection with the Plans. We have also examined originals, or
copies certified to our satisfaction, of such corporate records of the Company
and other instruments, certificates of public officials and representatives of
the Company, and other documents as we have deemed necessary as a
<PAGE>
Conexant Systems, Inc. -2- December 21, 1998
basis for the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with the originals of all
documents submitted to us as copies. As to questions of fact material to this
opinion, we have, when relevant facts were not independently established, relied
upon certificates of officers of the Company and appropriate public officials.
On the basis of the foregoing, and having regard for such
legal considerations as we deem relevant, we are of the opinion that when the
Registration Statement has become effective under the Securities Act, any Shares
issued by the Company in connection with the Plans, when delivered in accordance
with the provisions of the Plans, will, when so delivered, be legally and
validly issued, fully paid and non-assessable.
We express no opinion herein as to any laws other than the
laws of the State of New York, the General Corporation Law of the State of
Delaware and the Federal laws of the United States.
We hereby consent to the reference to us and our opinion in
the Registration Statement and to the filing of this opinion as an Exhibit to
the Registration Statement. We also hereby consent to the reference to this firm
under the caption "Tax Consequences" in the Prospectus constituting a part of
the Registration Statement.
Very truly yours,
CHADBOURNE & PARKE LLP
