As Filed Pursuant to Rule 424(b)(3)
Registration No.: 333-82399
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 28, 1999)
$350,000,000
CONEXANT SYSTEMS, INC.
4 1/4% CONVERTIBLE SUBORDINATED NOTES DUE MAY 1, 2006
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
------------------------------------------------------
This prospectus supplement relates to the resale by holders of our
4 1/4% Convertible Subordinated Notes Due May 1, 2006 and shares of our common
stock issuable upon the conversion of the notes. This prospectus supplement
should be read in conjunction with the prospectus dated July 28, 1999, which is
to be delivered with this prospectus supplement. All capitalized terms used but
not defined in this prospectus supplement have the meanings given them in the
prospectus.
The information appearing in the table below, as of the date hereof,
supplements and supersedes in part the information in the table appearing under
the heading "Selling Securityholders" in the prospectus:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
NOTES BENEFICIALLY PERCENTAGE OF COMMON STOCK
OWNED AND OFFERED NOTES OWNED PRIOR TO COMMON STOCK
NAME HEREBY OUTSTANDING THE OFFERING OFFERED HEREBY
- -------------------------------------- ------------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Arpeggio Fund, LP..................... $ 600,000 * 12,988 12,988
Gryphon Domestic III, LLC............. 2,700,000 * 58,446 58,446
Investcorp SAM Fund Limited........... 5,000,000 1.4% 108,234 108,234
Putnam Convertible Income-Growth
Trust.............................. 2,500,000 * 54,117 54,117
Rhapsody Fund, LP..................... 700,000 * 15,152 15,152
Value Line Convertible Fund, Inc...... 1,000,000 * 21,646 21,646
Any other holder of notes or future
transferee from any such holder..... 54,402,000 15.5% 1,177,688 1,177,688
</TABLE>
The number of shares of common stock owned prior to the offering
includes shares of common stock into which the notes are convertible. The number
of shares of common stock offered hereby is based on a conversion price of
$46.196 per share of common stock and a cash payment in lieu of any fractional
share. Information concerning other selling securityholders will be set forth in
prospectus supplements from time to time, if required. The number of shares of
common stock owned by the other selling securityholders or any future transferee
from any such holder assumes that they do not beneficially own any common stock
other than common stock into which the notes are convertible at a conversion
price of $46.196 per share.
INVESTING IN THE NOTES OR THE COMMON STOCK INTO WHICH THE NOTES ARE
CONVERTIBLE INVOLVES A HIGH DEGREE OF RISK. PLEASE CONSIDER THE "RISK FACTORS"
BEGINNING ON PAGE 6 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------------------------------------------
The date of this prospectus supplement is September 28, 1999
