CONEXANT SYSTEMS INC
8-K, 1999-09-14
SEMICONDUCTORS & RELATED DEVICES
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                       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):

                     September 13, 1999 (September 13, 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



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<PAGE>

                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.  Other Events.

         Registrant's press release dated September 13, 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 September 13, 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: September 13, 1999







                                       2

<PAGE>

                                  EXHIBIT INDEX


                                                                 Sequentially
Exhibit                                                            Numbered
Number                             Description                       Page
- ------                             -----------                       ----

  20     Press release of Registrant dated September 13, 1999.





























                                       3

                                                                      Exhibit 20

Editorial contacts:                          Investor Relations contacts:
- ------------------                           ---------------------------
Thomas Stites                                Michael Cortright
Conexant Systems Inc.                        Conexant Systems Inc.
(949) 483-1492                               (949) 483-6773
[email protected]                   [email protected]


                   CONEXANT ANNOUNCES TWO-FOR-ONE STOCK SPLIT


NEWPORT BEACH, Calif., Sept. 13, 1999 - Conexant Systems, Inc. (NASDAQ: CNXT),
today announced that its board of directors has declared a two-for-one stock
split in the form of a stock dividend. Shareholders of record on September 24,
1999 will receive one additional share of stock for each share of Conexant
common stock outstanding. The shares will be distributed on Friday, October 29,
1999. After the dividend, Conexant will have approximately 195 million shares
outstanding.

         "We are pleased at the recognition and support Conexant has received
from the investment community and our shareholders as the world's largest
pure-play communications semiconductor company," said Dwight W. Decker, chairman
and chief executive officer of Conexant. "Doubling the number of outstanding
shares should make Conexant stock more available to investors and continue
broadening our shareholder base."

         With revenues of more than $1.2 billion, Conexant is the world's
largest independent company focused exclusively on providing semiconductor
products for communications electronics. With more than 30 years of experience
in developing communications technology, the company draws upon its expertise in
mixed-signal processing to deliver integrated systems and semiconductor products
for a broad range of communications applications. These products facilitate
communications worldwide through wireline voice and data communications
networks, cordless and cellular wireless telephony systems, personal imaging
devices and equipment, and emerging cable and wireless broadband communications
networks. The company aligns its business into five product platforms: Network
Access, Wireless Communications, Digital Infotainment, Personal Imaging, and
Personal Computing. Conexant is a member of the Nasdaq-100 Index, which
represents the largest and most active stocks listed on the Nasdaq Stock Market
across major industry groups.

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