===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 3, 1999 (May 3, 1999)
CONEXANT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-24923 25-1799439
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4311 Jamboree Road, Newport Beach, California 92660-3095
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (949) 483-4600
===============================================================================
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Registrant's press release dated May 3, 1999 is filed herewith as
Exhibit 20 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
20 Press release of Registrant dated May 3, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONEXANT SYSTEMS, INC.
(Registrant)
By /s/ Dennis E. O'Reilly
----------------------
Dennis E. O'Reilly
Senior Vice President,
General Counsel and
Secretary
Dated: May 3, 1999
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- ----
20 Press release of Registrant dated May 3, 1999.
Exhibit 20
Editorial contact: Investor relations contact:
- ----------------- --------------------------
Tom Stites Mike Cortright
Conexant Systems, Inc. Conexant Systems, Inc.
(949) 483-1492 (949) 483-6773
[email protected] [email protected]
- -------------------------- -------------------------------
www.conexant.com
CONEXANT ANNOUNCES PROPOSED OFFERING
OF CONVERTIBLE SUBORDINATED NOTES
NEWPORT BEACH, Calif., May 3, 1999 -- Conexant Systems, Inc. (NASDAQ:CNXT) today
announced that it intends, subject to market and other conditions, to raise
approximately $250 million (excluding proceeds of an over-allotment option, if
any) through a private offering of convertible subordinated notes to certain
qualified institutional investors. No other terms were disclosed.
The company stated that it intends to use the net proceeds of the
offering to repay amounts outstanding under its bank credit facility, to acquire
additional manufacturing equipment, to make strategic investments to secure
long-term access to advanced silicon wafer fabrication capacity from third
parties, and for general corporate purposes.
The securities to be offered will not be registered under the
Securities Act of 1933, as amended, or applicable state securities laws, and may
not be offered or sold in the United States absent registration under the
Securities Act and applicable state securities laws or available exemptions from
such registration requirements.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy the securities. Any offer of the securities will
be made only by means of a private offering memorandum.
# # #
