As Filed Pursuant to Rule 424(b)(3)
Registration No.: 333-82399
Prospectus Supplement
(To Prospectus Dated July 28, 1999)
$350,000,000
Conexant Systems, Inc.
4 1/4% Convertible Subordinated Notes Due May 1, 2006
Shares of Common Stock Issuable Upon Conversion of the Notes
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This prospectus supplement relates to the resale by holders of our 4 1/4%
Convertible Subordinated Notes Due May 1, 2006 and shares of our common stock
issuable upon the conversion of the notes. This prospectus supplement should be
read in conjunction with the prospectus dated July 28, 1999, which is to be
delivered with this prospectus supplement. All capitalized terms used but not
defined in this prospectus supplement have the meanings given them in the
prospectus.
The information appearing in the table below, as of the date hereof,
supplements and supersedes in part the information in the table appearing under
the heading "Selling Securityholders" in the prospectus:
<TABLE>
<CAPTION>
Principal
Amount Share of Shares of
of Notes Common Common
Beneficially Percentage Stock Owned Stock
Owned and of Notes Prior to the Offered
Name Offered Hereby Outstanding Offering Hereby
- ----------------------------------------------- ----------------- ----------- --------------- -------------
<S> <C> <C> <C> <C>
Boulder II Limited............................. $7,700,000 2.2% 424,279 333,362
Onex Industrial Partners Limited............... $6,350,000 1.8% 339,856 274,915
Pebble Capital Inc............................. $4,218,400 1.2% 182,630 182,630
Silvercreek Limited Partnership................ $6,231,600 1.8% 356,377 269,789
</TABLE>
The number of shares of common stock owned prior to the offering includes
shares of common stock into which the notes being offered hereby or otherwise
held by the selling securityholder are convertible. The number of shares of
common stock offered hereby is based on a conversion price of $23.098 per share
of common stock (adjusted to reflect the 2-for-1 split of the common stock in
the form of a stock dividend effected on October 29, 1999) and a cash payment in
lieu of any fractional share. Information concerning other selling
securityholders will be set forth in prospectus supplements from time to time,
if required.
Investing in the notes or the common stock into which the notes are
convertible involves a high degree of risk. Please consider the "Risk Factors"
beginning on page 6 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of the prospectus or this prospectus supplement. Any
representation to the contrary is a criminal offense.
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The date of this prospectus supplement is May 19, 2000
