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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)
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
(949) 483-4600
(Address of Principal Executive Offices)
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1999 EMPLOYEE STOCK PURCHASE PLAN
1999 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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DENNIS E. O'REILLY
Senior Vice President,
General Counsel and Secretary
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
(949) 483-4600
(Name, Address and Telephone Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered(1) Share(2) Price(2) Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,700,000 shares(4) $66.4375 $112,943,750 $31,398.37
par value $1.00 per share
(including associated Preferred
Stock purchase rights)(3)
======================================================================================================================
</TABLE>
(1) There is also being registered hereunder such additional undetermined
number of shares of common stock that may be issued from time to time as a
result of the anti-dilution provisions of the Plans.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h), and based on the average of the high
and low prices of the common stock of Conexant Systems, Inc. as reported
on July 27, 1999 on The Nasdaq Stock Market, Inc. National Market System.
(3) This Registration Statement includes associated stock purchase rights
under the Rights Agreement, dated as of November 30, 1998, by and between
the Registrant and ChaseMellon Shareholder Services, LLC, as rights agent.
(4) Represents 1,500,000 shares authorized for issuance under the Registrant's
1999 Employee Stock Purchase Plan and 200,000 shares under the
Registrant's 1999 Non-Qualified Employee Stock Purchase Plan.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Conexant Systems,
Inc. (the "Company") relating to 1,500,000 shares of the Company's common stock,
par value $1.00 per share (the "Common Stock"), issuable to eligible employees
of the Company and its affiliates under the Conexant Systems, Inc. 1999 Employee
Stock Purchase Plan and 200,000 shares of the Company's Common Stock, issuable
to eligible employees of the Company and its subsidiaries under the Conexant
Systems, Inc. 1999 Non-Qualified Employee Stock Purchase Plan (collectively, the
"Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the
Company with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:
(a) The Company's Registration on Form 10 (File No. 000-24923);
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
January 1, 1999 and March 31, 1999;
(c) The description of the Company's Common Stock contained in Item 11
of the Company's Registration Statement on Form 10 (File No.
000-24923), including any amendment or report filed for the purpose
of updating such description; and
(d) The Company's current Reports on Form 8-K dated January 12, 1999,
January 20, 1999, May 4, 1999, May 13, 1999, June 11, 1999, and
July 22, 1999.
(e) The description of the Company's Rights contained in Item 11 of the
Company's Registration Statement on Form 10 (File No. 000-24923),
including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto that indicates that all securities
offered hereunder have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the
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extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated herein by reference
modifies or supersedes such statement in such document. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
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 stockholders 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 stockholders, (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 allows for indemnification of directors, officers, employees
and agents subject to certain limitations. The Company's By-Laws, as amended,
and the appendix thereto provide for the indemnification of directors, officers,
employees and agents of the Company to the extent permitted by Delaware law.
The Company has a directors' and officers' liability insurance policy
which insures the Company's directors and officers against certain liabilities
for actions taken in such capacities, including liabilities under the Securities
Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
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")
and incorporated herein by this reference.
4.2* Amended By-Laws of the Company, filed as Exhibit 4.2 to the
Savings Plan Form S-8 and incorporated herein by this
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") and incorporated herein by this 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 and incorporated herein by this reference.
5 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Deloitte & Touche LLP, independent auditors
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5
hereto)
24 Power of Attorney (contained on signature page hereto)
- -----------------
* Incorporated herein by reference
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Item 9. Undertakings.
(a) The undersigned registrant 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 the 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 the
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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 registrant 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by a final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for a 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 July 30, 1999.
CONEXANT SYSTEMS, INC.
By: /s/ Dwight W. Decker
-----------------------------------
Dwight W. Decker
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
DWIGHT W. DECKER his or her true and lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent with full powers and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as full to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming that said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Dwight W. Decker Chairman of the Board, Chief Executive July 30, 1999
- -------------------------------- Officer and Director
Dwight W. Decker (Principal Executive Officer)
/s/ Donald R. Beall Director July 30, 1999
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Donald R. Beall
/s/ Richard M. Bressler Director July 30, 1999
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Richard M. Bressler
/s/ F. Craig Farrill Director July 30, 1999
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F. Craig Farrill
/s/ Jerre L. Stead Director July 30, 1999
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Jerre L. Stead
/s/ Balakrishnan S. Iyer Senior Vice President and Chief July 30, 1999
- -------------------------------- Financial Officer
Balakrishnan S. Iyer (Principal Financial Officer)
/s/ Steven M. Thomson Vice President and Controller July 30, 1999
- -------------------------------- (Principal Accounting Officer)
Steven M. Thomson
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description
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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")
4.2* Amended By-Laws of the Company, filed as Exhibit 4.2 to the
Savings Plan Form S-8
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")
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
5 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Deloitte & Touche LLP, independent auditors
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5
hereto)
24 Power of Attorney (contained on signature page hereto)
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* Incorporated herein by reference. See sequentially numbered page 3.
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EXHIBIT 5
GIBSON, DUNN & CRUTCHER
Jamboree Center
4 Park Plaza
Irvine, California 92614-8557
(949) 451-3800
Facsimile: (949) 451-4220
July 30, 1999
(714) 451-3800 C 18945-00002
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, CA 92660-3095
Re: Registration Statement on Form S-8 for 1999 Employee Stock Purchase
Plan and 1999 Non-Qualified Employee Stock Purchase Plan
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission, to register under the Securities
Act of 1933, as amended (the "Act"), 1,500,000 shares of the common stock of
Conexant Systems, Inc. (the "Company"), par value $1.00 per share (the "Common
Stock"), available to be issued pursuant to awards granted under the Company's
1999 Employee Stock Purchase Plan and 200,000 shares of the Company's Common
Stock available to be issued pursuant to awards granted under the Company's 1999
Non-Qualified Employee Stock Purchase Plan (collectively, the "Plans").
For purposes of rendering this opinion, we have made such legal and
factual examinations as we have deemed necessary under the circumstances and, as
part of such examination, we have examined originals and copies, certified or
otherwise, identified to our satisfaction, of the Plans, the Company's
Certificate of Incorporation and Bylaws, and the records of corporate
proceedings and other actions taken by the Company in connection with the Plans
<PAGE> 2
Conexant Systems, Inc.
July 30, 1999
Page 2
and the Common Stock issuable thereunder, and such other documents, corporate
records and other instruments as we have deemed necessary or appropriate under
the circumstances. For the purposes of such examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.
Based upon the foregoing and in reliance thereon, and subject to (i)
compliance with applicable state securities laws and (ii) the effectiveness of
the Registration Statement pursuant to the Act, it is our opinion that the
Common Stock, when issued, delivered and paid for pursuant to and in accordance
with the Registration Statement and the Plans, will be validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
-------------------------------
GIBSON, DUNN & CRUTCHER LLP
TDM/MAH
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Conexant Systems, Inc. on Form S-8 for the 1999 Employee Stock Purchase Plan
and the 1999 Non-Qualified Employee Stock Purchase Plan, 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.
DELOITTE & TOUCHE LLP
Costa Mesa, California
July 28, 1999
