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. 2000 NON-QUALIFIED STOCK PLAN
(Full title of the plan)
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DENNIS E. O'REILLY, ESQ.
Senior Vice President, General Counsel and Secretary
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).............. 15,000,000 shares $59.875 $898,125,000 $249,679
- ------------------------------------ ----------------- -------------------------- -------------------------- ----------------
<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 per share
market price of the Common Stock on November 16, 1999, as reported on The
Nasdaq Stock Market, Inc. National Market System.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by reference and
made a part hereof:
(a) Registration Statement on Form 10, as amended (the "Form 10"),
of Conexant Systems, Inc. ("Conexant") (File No. 000-24923)
(including the description of Conexant's Common Stock and
Preferred Share Purchase Rights).
(b) Quarterly Reports on Form 10-Q of Conexant for the quarters
ended December 31, 1998, March 31, 1999 and June 30, 1999.
(c) Current Reports on Form 8-K of Conexant dated January 12,
1999, January 20, 1999, May 3, 1999, May 12, 1999, June 11,
1999, July 22, 1999 and September 13, 1999.
All documents subsequently filed by Conexant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(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.
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Item 5. Interests of Named Experts and Counsel.
Dennis E. O'Reilly, Esq., who has passed upon the legality of any newly
issued shares of Common Stock of Conexant covered by this Registration
Statement, is Senior Vice President, General Counsel and Secretary of Conexant.
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.
Conexant's Restated Certificate of Incorporation provides that Conexant
directors are not liable to Conexant 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 Conexant 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. Conexant's Amended By-Laws and the
appendix thereto provide for the indemnification of directors, officers,
employees and agents of Conexant to the extent permitted by Delaware law.
Conexant's directors and officers are 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.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of Conexant, filed as Exhibit 4.1
to Conexant's Registration Statement on Form S-8 (Registration No.
333-68755), is incorporated herein by reference.
4.2 Amended By-Laws of Conexant, filed as Exhibit 99.3 to Conexant's
Current Report on Form 8-K dated January 12, 1999, is incorporated
herein by reference.
4.3 Specimen certificate for Conexant's Common Stock, par value $1 per
share, filed as Exhibit 4.3 to Conexant's Registration Statement on
Form 10 (File No. 000-24923), is incorporated herein by reference.
4.4 Rights Agreement, dated as of November 30, 1998, by and between
Conexant and ChaseMellon Shareholder Services, L.L.C., as rights
agent, filed as Exhibit 4.4 to
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<PAGE>
Conexant's Registration Statement on Form S-8 (Registration No.
333-68755), is incorporated herein by reference.
4.5 Conexant Systems, Inc. 2000 Non-Qualified Stock Plan.
5 Opinion of Dennis E. O'Reilly, Esq., Senior Vice President, General
Counsel and Secretary of Conexant, as to the legality of any newly
issued shares of Common Stock of Conexant covered by this Registration
Statement.
23.1 Consent of Deloitte & Touche LLP, independent auditors, set forth on
Page II-6 of this Registration Statement.
23.2 Consent of Dennis E. O'Reilly, Esq., Senior Vice President, General
Counsel and Secretary of Conexant, contained in his opinion filed as
Exhibit 5 to this Registration Statement.
23.3 Consent of Chadbourne & Parke LLP, set forth on Page II-6 of this
Registration Statement.
24 Power of Attorney authorizing certain persons to sign this Registration
Statement on behalf of certain directors and officers of Conexant.
Item 9. Undertakings.
A. Conexant 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
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<PAGE>
Conexant 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 Conexant'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 Conexant
pursuant to the foregoing provisions, or otherwise, Conexant 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 Conexant of expenses incurred or paid by a director, officer or
controlling person of Conexant 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, Conexant 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.
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<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 19th day
of November, 1999.
CONEXANT SYSTEMS, INC.
By /s/ Dennis E. O'Reilly
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(Dennis E. O'Reilly, Senior Vice President,
General Counsel and Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 19th day of November, 1999 by the
following persons in the capacities indicated:
Signature Title
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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/ Dennis E. O'Reilly
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(Dennis E. O'Reilly, Attorney-in-fact)**
** By authority of the power of attorney filed as Exhibit 24 to this
Registration Statement.
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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.
2000 Non-Qualified Stock Plan (the "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 on
December 1, 1998, of Conexant Systems, Inc. We also consent to the reference to
us under the heading "Experts" in the prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
Costa Mesa, California
November 17, 1999
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CONSENT OF COUNSEL
We hereby consent to the reference to this firm and to the inclusion of
the summary of our opinion under the caption "Tax Consequences" in the
Prospectus related to this Registration Statement on Form S-8 filed by Conexant
Systems, Inc. in respect of the Conexant Systems, Inc. 2000 Non-Qualified Stock
Plan.
CHADBOURNE & PARKE LLP
30 Rockefeller Plaza
New York, New York 10112
November 19, 1999
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EXHIBIT INDEX
Exhibit
Number Page
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4.1 Restated Certificate of Incorporation of Conexant, filed as
Exhibit 4.1 to Conexant's Registration Statement on Form S-8
(Registration No. 333-68755), is incorporated herein by
reference.
4.2 Amended By-Laws of Conexant, filed as Exhibit 99.3 to Conexant's
Current Report on Form 8-K dated January 12, 1999, is incorporated
herein by reference.
4.3 Specimen certificate for Conexant's Common Stock, par value $1
per share, filed as Exhibit 4.3 to Conexant's Registration
Statement on Form 10 (File No. 000-24923), is incorporated herein
by reference.
4.4 Rights Agreement, dated as of November 30, 1998, by and between
Conexant and ChaseMellon Shareholder Services, L.L.C., as rights
agent, filed as Exhibit 4.4 to Conexant's Registration Statement
on Form S-8 (Registration No. 333-68755), is incorporated herein
by reference.
4.5 Conexant Systems, Inc. 2000 Non-Qualified Stock Plan.
5 Opinion of Dennis E. O'Reilly, Esq., Senior Vice President,
General Counsel and Secretary of Conexant, as to the legality
of any newly issued shares of Common Stock of Conexant covered
by this Registration Statement.
23.1 Consent of Deloitte & Touche LLP, independent auditors, set
forth on Page II-6 of this Registration Statement.
23.2 Consent of Dennis E. O'Reilly, Esq., Senior Vice President,
General Counsel and Secretary of Conexant, contained in his
opinion filed as Exhibit 5 to this Registration Statement.
23.3 Consent of Chadbourne & Parke LLP, set forth on Page II-6 of
this Registration Statement.
24 Power of Attorney authorizing certain persons to sign this
Registration Statement on behalf of certain directors and
officers of Conexant.
Exhibit 4.5
CONEXANT SYSTEMS, INC.
2000 NON-QUALIFIED STOCK PLAN
Section 1: Purpose
The purpose of this Conexant Systems, Inc. 2000 Non-Qualified Stock
Plan (the "Plan") is to provide incentive compensation to employees and
prospective employees, contractors and consultants of the Company and its
Subsidiaries; to attract and retain individuals of outstanding ability; and to
align the interests of such persons with the interests of the Company's
shareowners.
Section 2: Definitions
The following terms, as used herein, shall have the meaning specified:
"Award" means a Non-Qualified Stock Option or Restricted Stock granted
pursuant to Section 4.
"Award Agreement" means an agreement entered into between the Company
and a Participant, or a confirming memorandum issued by the Company to a
Participant, setting forth the terms and conditions applicable to an Award
granted to the Participant.
"Board of Directors" means the Board of Directors of the Company as it
may be comprised from time to time.
"Committee" means the Compensation and Management Development Committee
of the Board of Directors as it may be comprised from time to time or such other
Committee of the Board of Directors designated by the Board of Directors to
administer the Plan.
"Company" means Conexant Systems, Inc., a Delaware corporation, and any
successor corporation.
"Disability" means permanent and total disability within the meaning of
the Company's long-term disability plan, as it may be amended from time to time,
or, if there is no such plan, as determined by the Committee.
"Employees" means persons who at the time of grant of an Award are
employees of the Company or a Subsidiary, but excludes members of the Board of
Directors who are not also employees of the Company or a Subsidiary. Subject to
the exclusions set forth below, the terms "employee" and "employees" shall
include those individuals who were hired (and advised that they were being
hired) directly by the Company or a Subsidiary as regular employees and who
perform regular employment services directly for the Company or a Subsidiary.
Exclusions: The terms "employee" or "employees" as used in the Plan shall not
include any individuals who
<PAGE>
work, or who were hired to work, or who were advised that they work: (1) as
independent contractors or employees of independent contractors; or (2) as
temporary employees, regardless of the length of time that they work at the
Company or a Subsidiary; or (3) through a temporary employment agency, job
placement agency, or other third party; or (4) as part of an employee leasing
arrangement between the Company or a Subsidiary and any third party. For the
purposes of the Plan, the exclusions described above shall remain in effect even
if the described individuals could otherwise be construed as employees under any
applicable common law.
"Exchange Act" means the Securities Exchange Act of 1934, and any
successor statute, as it may be amended from time to time.
"Fair Market Value" means the closing price of the Stock as reported in
the NASDAQ reporting system on the relevant date, or if no sale of the Stock is
reported for such date, the next preceding day for which there is a reported
sale.
"Non-Employee" means an individual who at the time of the grant (1) has
been extended an offer of employment with the Company or a Subsidiary but who
has not yet accepted said offer and become an Employee, or (2) performs
consulting, contracting or other services for the Company or a Subsidiary other
than in a capacity as an Employee or who has been extended an offer to perform
such consulting, contracting or other services for the Company or a Subsidiary.
"Participant" means any Employee or Non-Employee who has been granted
an Award pursuant to the Plan.
"Stock" means shares of common stock of the Company, or any security of
the Company issued in substitution, exchange or lieu thereof.
"Subsidiary" means any corporation or other entity in which the
Company, directly or indirectly, controls 50% or more of the total combined
voting power of such corporation or other entity.
Section 3: Eligibility
Persons eligible for Awards shall consist of Employees and
Non-Employees whose performance or potential contribution, in the judgment of
the Committee, will benefit the future success of the Company and/or a
Subsidiary.
Section 4: Awards
a. Non-Qualified Stock Options. The Committee may grant Awards of
Non-Qualified Stock Options, as the Committee in its discretion may determine. A
"Non-Qualified Stock Option" is an Award to an Employee or Non-Employee in the
form of an option to purchase a specific number of shares of Stock exercisable
at such time or times, and during such specified time not to exceed eight (8)
years, as the Committee may determine, at a price not less than 100% of the Fair
Market Value of the Stock on the date the option is granted.
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i) The purchase price of the Stock subject to the option may be
paid in cash. At the discretion of the Committee, the purchase price
may also be paid by the tender of Stock (the value of such Stock shall
be its Fair Market Value on the date of exercise), or through a
combination of Stock and cash, or through such other means as the
Committee determines are consistent with the Plan's purpose and
applicable law. No fractional shares of Stock will be issued or
accepted.
ii) Without limiting the foregoing, the Committee may permit
Participants, either on a selective or aggregate basis, to
simultaneously exercise options and sell the shares of Stock thereby
acquired, pursuant to a brokerage or similar arrangement approved in
advance by the Committee, and use the proceeds from such sale as
payment of the purchase price of such Stock and any applicable
withholding taxes.
b. Restricted Stock. The Committee may grant Awards of Restricted
Stock, as the Committee in its discretion may determine. Restricted Stock is
Stock that is issued to a Participant subject to restrictions on transfer and
such other restrictions on incidents of ownership as the Committee may
determine. Subject to such restrictions, the Participant as owner of such shares
of Restricted Stock shall have the rights of the holder thereof, except that the
Committee may provide at the time of the Award that any dividends or other
distributions paid on such Stock while subject to such restrictions shall be
accumulated or reinvested in Stock and held subject to the same restrictions as
the Restricted Stock and such other terms and conditions as the Committee shall
determine. Shares of Restricted Stock shall be registered in the name of the
Participant and, at the Company's sole discretion, (i) shall be held in book
entry form subject to the Company's instructions until the restrictions relating
thereto lapse, or (ii) shall be evidenced by a certificate, which shall bear an
appropriate restrictive legend, shall be subject to appropriate stop-transfer
orders and shall be held in custody by the Company until the restrictions
relating thereto lapse, and the Participant shall deliver to the Company a stock
power endorsed in blank relating to the Restricted Stock.
Section 5: Shares of Stock Available Under Plan
a. Subject to adjustment as set forth in Section 9, the maximum
number of shares of Stock that may be delivered pursuant to the Plan shall be
15,000,000 (fifteen million), of which not more than 3,000,000 (three million)
shares shall be available for Awards of Restricted Stock. No single Participant
shall receive, in any one calendar year, Awards which, over any three-year
period, exceed a per-year average of (i) options with respect to 500,000 (five
hundred thousand) shares of Stock or (ii) 100,000 (one hundred thousand) shares
of Restricted Stock, in each case subject to adjustment as set forth in Section
9.
b. Shares of Stock with respect to the unexercised, undistributed or
unearned portion of any terminated or forfeited Award shall be available for
further Awards in addition to those shares of Stock available under Section
5(a). Additional rules for determining the number of shares of Stock granted
under the Plan may be adopted by the Committee, as it deems necessary and
appropriate.
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c. The Stock that may be delivered pursuant to an Award under the
Plan may be treasury or authorized but unissued Stock, or Stock may be acquired,
subsequently or in anticipation of the transaction, in the open market to
satisfy the requirements of the Plan.
Section 6: Award Provisions
a. Award Agreements. Each Award under the Plan shall be evidenced by
an Award Agreement. Each Award Agreement shall set forth the number of shares of
Stock subject to the Award and such other terms and conditions applicable to the
Award, as determined by the Committee, not inconsistent with the terms of the
Plan. In the event of any conflict between an Award Agreement and the Plan, the
terms of the Plan shall govern.
b. Non-Assignability. No Award, or the right to purchase Stock
thereunder, shall be assignable or transferable, except by will, by the laws of
descent or distribution, or upon dissolution of marriage pursuant to a qualified
domestic relations order, and during the lifetime of a Participant, an Award
shall be exercised only by the Participant or by the Participant's guardian or
legal representative; provided however, that the Committee may, on a
case-by-case basis, authorize assignment or transfer of an Award on such
conditions as the Committee shall determine.
c. Termination of Employment.
(i) Awards will be exercisable by a Participant (or the
Participant's permitted successor-in-interest) following the Participant's
termination of employment with the Company or a Subsidiary only to the extent
that installments thereof had become exercisable on or prior to the date of such
termination, provided, however, that the Committee may, in its discretion, elect
to accelerate the vesting of all or any portion of any Award that had not become
exercisable on or prior to the date of such termination or to extend the vesting
period beyond the date of such termination.
(ii) Awards shall include a provision describing the treatment
of an Award in the event of the Disability, death or other termination of a
Participant's employment with the Company or a Subsidiary or leave of absence,
including, but not limited to, terms relating to the vesting, time for exercise,
forfeiture or cancellation of an Award in such circumstances. Participants who
terminate employment due to Disability or death or who are on a leave of absence
prior to the satisfaction of applicable conditions and restrictions associated
with their Award(s) may be entitled to a prorated Award(s) as and to the extent
determined by the Committee.
(iii) For purposes of the Plan, (A) a transfer of an Employee
from the Company to a Subsidiary or affiliate of the Company, whether or not
incorporated, or visa versa, or from one Subsidiary or affiliate of the Company
to another, and (B) a leave of absence, duly authorized in writing by the
Company, shall not be deemed a termination of employment.
(iv) Awards shall include a provision stating that in the event
a Participant's employment is terminated for cause, anything else in the Plan
or the Award Agreement to the
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contrary notwithstanding, all unexercised or unearned Awards granted to the
Participant shall immediately terminate and be forfeited.
(v) The provisions of this subsection (c) may be modified to the
extent deemed advisable by the Committee in Award Agreements pertaining to
Non-Employees providing consulting, contracting or other services to the Company
or a Subsidiary.
d. Rights as a Shareowner. A Participant shall have no rights as a
shareowner with respect to any Stock covered by an Award until the date the
Participant becomes the holder of record thereof. Except as provided in Section
9, no adjustment shall be made for dividends or other rights, unless the Award
Agreement specifically requires such adjustment.
e. Withholding. Whenever the granting, vesting or exercise of any
Award, or the delivery of any Stock upon exercise of an Award or transfer
thereof, gives rise to any taxes required by law to be withheld, the Committee
will have the right as a condition thereto to require the Participant to remit
to the Company an amount sufficient to satisfy such tax withholding obligation.
A Participant may satisfy the withholding obligation by paying the amount of any
taxes in cash or, with the approval of the Committee, shares of Stock may be
delivered to the Company or deducted from the payment or, in accordance with
Section 4(a)(ii), sold to satisfy the obligation in full or in part. If such tax
withholding obligation is paid in shares of Stock, tax amounts shall be limited
to the statutory minimum as required by law.
f. Performance Conditions. The Committee may condition, or provide
for the acceleration of the exercisability or vesting of any Award upon such
prerequisites as it, in its sole discretion, deems appropriate, including, but
not limited to, achievement of specific objectives, whether absolute or relative
to a peer group or index designated by the Committee, with respect to one or
more measures of the performance of the Company and/or one or more Subsidiaries,
including, but not limited to, earnings per share, revenue, net income (whether
before or after extraordinary items), net operating income, earnings before
interest, taxes, depreciation and amortization (EBITDA), stock price and total
shareowner return. Such performance objectives shall be determined in accordance
with the Company's audited financial statements, to the extent applicable, and
so that a third party having knowledge of the relevant facts could determine
whether such performance objective is met.
Section 7: Amendment and Termination
The Board of Directors may at any time amend, suspend or discontinue
the Plan, in whole or in part, and the Committee may at any time alter or amend
any or all Awards and Award Agreements under the Plan to the extent permitted by
law, except that, subject to the provisions of Section 9, no such alteration or
amendment shall impair the rights of any holder of an Award without the holder's
consent.
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<PAGE>
Section 8: Administration
a. The Committee's determinations under the Plan need not be uniform
and may be made by it selectively among Employees and Non-Employees who receive,
or who are eligible to receive, Awards under the Plan, whether or not such
persons are similarly situated.
b. The Committee and others to whom the Committee has delegated such
duties shall keep a record of all their proceedings and actions and shall
maintain all such books of account, records and other data as shall be necessary
for the proper administration of the Plan.
c. The Company shall pay all reasonable expenses of administering
the Plan, including, but not limited to, the payment of professional fees.
d. The Committee may appoint such accountants, counsel, and other
experts as it deems necessary or desirable in connection with the administration
of the Plan. The Committee may delegate to the officers or employees of the
Company and its Subsidiaries the authority to execute and deliver such
instruments and documents, to do all such acts and things, and to take all such
other steps deemed necessary, advisable or convenient for the effective
administration of the Plan in accordance with its terms and purpose.
e. The Committee may adopt such procedures and sub-plans as are
necessary or appropriate to permit participation in the Plan by employees who
are foreign nationals or employed outside the U.S.
f. Subject to the express provisions of the Plan, the Committee
shall have the power to implement (including the power to delegate such
implementation to appropriate officers of the Company), interpret and construe
the Plan and Awards and Award Agreements or other documents defining the rights
and obligations of the Company and Participants hereunder and thereunder, to
determine all questions arising hereunder and thereunder, and to adopt and amend
such rules and regulations for the administration hereof and thereof as it may
deem desirable. The interpretation and construction by the Committee of any
provisions of the Plan or of any Award or Award Agreement shall be conclusive
and binding. Any action taken by, or inaction of, the Committee relating to the
Plan or any Award or Award Agreement shall be within the discretion of the
Committee and shall be conclusive and binding upon all persons. Subject only to
compliance with the express provisions hereof, the Committee may act in its
discretion in matters related to the Plan and any and all Awards and Award
Agreements.
Section 9: Adjustment Provisions
a. In the event of any change in the outstanding shares of Stock by
reason of a stock dividend or split, recapitalization, reclassification, merger
or consolidation (whether or not the Company is a surviving corporation),
reorganization, combination or exchange of shares or other similar corporate
changes or an extraordinary dividend in cash, securities or other property, the
Board of Directors shall make or take such amendments to the Plan and
outstanding Awards and Award Agreements and such adjustments and actions
hereunder and thereunder as it deems appropriate, in its sole discretion, under
the circumstances, and its determination in that respect
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shall be final and binding. Such amendments, adjustments and actions may
include, but are not limited to, changes in the number of shares of Stock (or
other securities) then remaining subject to the Plan, and the maximum number of
shares that may be delivered to any single Participant pursuant to the Plan,
including those that are then covered by outstanding Awards, so that upon such
adjustment, the number of shares of Stock shall: (i) in the event of an increase
in the number of outstanding shares, be proportionately increased and the price
for each share then covered by an outstanding Award shall be proportionately
reduced; and (ii) in the event of a reduction in the number of outstanding
shares, be proportionately reduced and the price for each share then covered by
an outstanding Award shall be proportionately increased. No fractional interests
will be issued under the Plan resulting from any adjustments.
b. The Committee shall in its discretion make any further
adjustments as it deems necessary to ensure equitable treatment of any holder of
an Award as the result of any transaction affecting the securities subject to
the Plan not described in subsection (a), or as is required or authorized under
the terms of any applicable Award Agreement.
c. The existence of the Plan and the Awards granted hereunder shall
not affect or restrict in any way the right or power of the Board of Directors
or the shareowners of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in its capital structure or its
business, any merger or consolidation of the Company, any issue of bonds,
debentures, preferred or prior preference stock or other securities ahead of or
affecting the Stock or the rights thereof, the dissolution or liquidation of the
Company or any sale or transfer of all or any part of its assets or business, or
any other corporate act or proceeding.
Section 10: Miscellaneous
a. Other Payments or Awards. Nothing contained in the Plan shall be
deemed in any way to limit or restrict the Company or a Subsidiary from making
any award or payment to any person under any other plan, arrangement or
understanding, whether now existing or hereafter in effect.
b. Payments to Other Persons. If payments are legally required to be
made to any person other than the person to whom any amount is made available
under the Plan, payments shall be made accordingly. Any such payment shall be a
complete discharge of the liability hereunder.
c. Unfunded Plan. The Plan shall be unfunded. No provision of the
Plan or any Award or Award Agreement shall require the Company or a Subsidiary,
for the purpose of satisfying any obligations under the Plan, to purchase assets
or place any assets in a trust or other entity to which contributions are made
or otherwise to segregate any assets, nor shall the Company or a Subsidiary
maintain separate bank accounts, books, records or other evidence of the
existence of a segregated or separately maintained or administered fund for such
purposes. Participants shall have no rights under the Plan other than as
unsecured general creditors of the Company or a Subsidiary, except that insofar
as they may have become entitled to payment of additional compensation by
performance of services, they shall have the same rights as other employees or
consultants, as applicable, under generally applicable law.
-7-
<PAGE>
d. Limits of Liability. Any liability of the Company or a Subsidiary
to any Participant with respect to an Award shall be based solely upon
contractual obligations created by the Plan and the Award Agreement. Neither the
Company or its Subsidiaries, nor any member of the Board of Directors or of the
Committee, nor any other person participating in any determination of any
question under the Plan, or in the interpretation, administration or application
of the Plan, shall have any liability to any party for any action taken, or not
taken, in good faith under the Plan.
e. Rights of Employees and Non-Employees. Status as an eligible
Employee or Non-Employee shall not be construed as a commitment that any Award
shall be made under the Plan to such eligible Employee or Non-Employee or to
eligible Employees or Non-Employees generally. Nothing contained in the Plan or
in any Award Agreement shall confer upon any Employee or Non-Employee any right
to continue in the employ or other service of or, in the case of prospective
employees, contractors or consultants, become employed by or render service to
the Company or a Subsidiary or constitute any contract or limit in any way the
right of the Company or a Subsidiary to change such person's compensation or
other benefits or, in the case of prospective employees, contractors or
consultants, prospective compensation or benefits or to terminate the employment
or other service or, in the case of prospective employees, contractors or
consultants, withdraw an offer of employment or offer to retain such person with
or without cause.
f. Section Headings. The section headings contained herein are for
the purpose of convenience only, and in the event of any conflict, the text of
the Plan, rather than the section headings, shall control.
g. Gender, Etc. In interpreting the Plan, the masculine gender shall
include the feminine, the neuter gender shall include the masculine or feminine,
and the singular shall include the plural unless the context clearly indicates
otherwise.
h. Invalidity. If any term or provision contained herein or in any
Award Agreement shall to any extent be invalid or unenforceable, such term or
provision, to the extent practicable, will be reformed so that it is valid and
as consistent as possible with the original provisions hereof, and such
invalidity or unenforceability shall not affect any other provision or part
thereof.
i. Applicable Law. The Plan, the Award Agreements and all actions
taken hereunder or thereunder shall be governed by, and construed in accordance
with, the laws of the State of Delaware without regard to the conflict of law
principles thereof.
j. Compliance with Laws. Notwithstanding anything contained herein
or in any Award Agreement to the contrary, the Company shall not be required to
sell or deliver shares of Stock or other securities hereunder or thereunder if
the sale or delivery thereof would constitute a violation by the Participant or
the Company of any provisions of any law or regulation of any governmental
authority or any national securities exchange or interdealer quotation system,
and as a condition of any sale or delivery the Company may require such
agreements or undertakings, if any, as the Company may deem necessary or
advisable in its discretion to assure compliance with any such law or
regulation.
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<PAGE>
k. Effective Date and Term. The Plan was adopted by the Board of
Directors of the Company and became effective as of November 5, 1999. The Plan
shall remain in effect until all Awards granted under the Plan have been
exercised or terminated under the terms of the Plan and applicable Award
Agreements, provided that Awards under the Plan may only be granted within ten
(10) years from the effective date of the Plan.
l. Broadly Based Plan; Awards for Compensation Purposes Only. The
Plan is intended to constitute (i) a "broadly based plan" within the meaning of
Rule 4460(i)(1)(A) of the NASD Marketplace Rules and (ii) an "employee benefit
plan" as defined in Rule 405 promulgated under the Securities Act of 1933, as
amended, and the Plan shall be administered accordingly. The Plan is not
intended to constitute an "employee benefit plan" within the meaning of Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended.
-9-
Exhibit 5
Letterhead of Dennis E. O'Reilly
November 19, 1999
To Conexant Systems, Inc.
Dear Sirs:
I am Senior Vice President, General Counsel and Secretary of Conexant
Systems, Inc., a Delaware corporation ("Conexant"), and am delivering this
opinion in connection with the filing by Conexant of a Registration Statement on
Form S-8 (the "Registration Statement") registering under the Securities Act of
1933, as amended (the "Act"), 15,000,000 shares of Common Stock, par value $1
per share, of Conexant (including the associated Preferred Share Purchase
Rights, the "Common Stock"), which may be delivered from time to time pursuant
to the Conexant Systems, Inc. 2000 Non-Qualified Stock Plan (the "Plan").
I have examined such documents, records and matters of law as I have
deemed necessary as a basis for the opinion hereinafter expressed. On the basis
of the foregoing, and having regard for legal considerations that I deem
relevant, I am of the opinion that when the Registration Statement becomes
effective under the Act, any newly issued shares of Common Stock delivered in
accordance with the Plan will, when so delivered, be legally issued, fully paid
and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
I express no opinion herein as to any laws other than the General
Corporation Law of the State of Delaware and the Federal laws of the United
States.
Very truly yours,
/s/ Dennis E. O'Reilly
Dennis E. O'Reilly
Exhibit 24
POWER OF ATTORNEY
I, the undersigned Director and/or Officer of Conexant Systems, Inc., a
Delaware corporation ("Conexant"), hereby constitute DWIGHT W. DECKER, DENNIS E.
O'REILLY and JASMINA A. THEODORE, and each of them singly, my true and lawful
attorneys with full power to them and each of them to sign for me, and in my
name and in the capacity or capacities indicated below, a Registration Statement
on Form S-8 and any and all amendments (including supplements and post-effective
amendments) thereto for the purpose of registering under the Securities Act of
1933, as amended, securities to be sold pursuant to Conexant's 2000
Non-Qualified Stock Plan.
Signature Title Date
--------- ----- ----
/s/ Dwight W. Decker Chairman of the Board and
- ------------------------ Chief Executive Officer (principal
Dwight W. Decker executive officer) and Director November 12, 1999
/s/ Donald R. Beall
- ------------------------ Director November 12, 1999
Donald R. Beall
/s/ Richard M. Bressler
- ------------------------ Director November 12, 1999
Richard M. Bressler
/s/ F. Craig Farrill
- ------------------------ Director November 12, 1999
F. Craig Farrill
/s/ Jerre L. Stead
- ------------------------ Director November 12, 1999
Jerre L. Stead
/s/ Balakrishnan S. Iyer Senior Vice President and
- ------------------------ Chief Financial Officer
Balakrishnan S. Iyer (principal financial officer) November 12, 1999
/s/ Steven M. Thomson Vice President and Controller
- ------------------------ (principal accounting officer) November 12, 1999
Steven M. Thomson
