CONEXANT SYSTEMS INC
8-K, 1999-06-11
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):

                          June 11, 1999 (June 8, 1999)


                             CONEXANT SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                      000-24923              25-1799439
(State or other jurisdiction of        (Commission            (IRS Employer
        incorporation)                 File Number)         Identification No.)


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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                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.  Other Events.

         Registrant's press release dated June 8, 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 June 8, 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:  June 11, 1999




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                                  EXHIBIT INDEX


Exhibit                                                   Sequentially Numbered
Number           Description                                      Page
- -------          -----------                                      ----
 20         Press release of Registrant dated June 8, 1999.


















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                                                                      EXHIBIT 20


                             [CONEXANT LETTERHEAD]


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 EXPECTS TO SIGNIFICANTLY EXCEED
                   ANALYSTS' THIRD-QUARTER EARNINGS ESTIMATES

                 Sequential Revenue Growth to Exceed 15 Percent

NEWPORT BEACH, CALIF., JUNE 8, 1999 -- Conexant Systems, Inc. (NASDAQ:CNXT),
today announced that it expects revenue for its third fiscal quarter of 1999 to
grow more than 15 percent from the prior quarter. As a result, the company
expects earnings for the quarter, which ends June 30, to significantly exceed
consensus analyst expectations.

         "Quarter to date, we are experiencing strong sequential growth across
all of our expansion platform businesses: wireless, network access, digital
infotainment and personal imaging. Demand is particularly strong for our network
access products as the worldwide Internet infrastructure continues to expand
dramatically," said Dwight W. Decker, chairman and chief executive officer of
Conexant. In addition, unit shipments of our personal computer modem products
continue to grow steadily, but with firmer pricing and a more attractive
portfolio mix than we had previously anticipated.


                                     -more-

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Conexant 2-2-2

     This press release contains statements relating to future results of the
company (including certain projections and business trends) that are
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those projected as
a result of certain risks and uncertainties. These risks and uncertainties
include, but are not limited to: global and market conditions, including, but
not limited to, the cyclical nature of the semiconductor industry and the
markets addressed by the company's and its customers' products; demand for and
market acceptance of new and existing products; successful development of new
products; the timing of new product introductions; the availability and extent
of utilization of manufacturing capacity; pricing pressures and other
competitive factors; changes in product mix; fluctuations in manufacturing
yields; product obsolescence; the ability to develop and implement new
technologies and to obtain protection of the related intellectual property; the
successful implementation of the company's diversification strategy and
restructuring plan; labor relations of the company, its customers and suppliers;
timely completion of Year 2000 modifications by the company and its key
suppliers and customers; and the uncertainties of litigation, as well as other
risks and uncertainties, including but not limited to those detailed from time
to time in the company's Securities and Exchange Commission filings. These
forward-looking statements are made only as of the date hereof, and the company
undertakes no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise. Other brands
and names contained in this release are the property of their respective owners.

Conexant Systems, Inc. is the $1.2 billion company that was created when
Rockwell International Corporation spun off its semiconductor systems business
to shareowners in December 1998. 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
analog modem technology, the company draws upon its expertise in mixed-signal
processing and communications technology 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: Personal Computing, Personal Imaging, Wireless
Communications, Digital Infotainment, and Network Access.

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