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EXHIBIT 99.c
FORM OF PROXY
HARRIS & JEFFRIES, INC.
888 WASHINGTON STREET
DEDHAM, MASSACHUSETTS 02026
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David S. Jeffries and Deepak Shahane, and
each of them, singly, with full power of substitution, as proxies to represent
and to vote, as specified below, all shares of common stock and preferred stock
of Harris & Jeffries, Inc., held of record by the undersigned on August 28,
2000, at the Special Meeting of Stockholders to be held on Thursday,
September 28, 2000 and at any adjournments or postponements thereof. The
undersigned hereby revokes any previous proxies with respect to the matters
covered in this proxy.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER SPECIFIED
BELOW. IF THIS PROXY IS PROPERLY EXECUTED BUT NO VOTE IS SPECIFIED, THIS PROXY
WILL BE VOTED FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE MERGER
AND FOR APPROVAL OF THE OTHER PROPOSALS SET FORTH BELOW.
You can vote by completing, signing, dating and returning this proxy in the
enclosed stamped envelope.
PLEASE MARK YOUR VOTE AS INDICATED IN THIS EXAMPLE: [X]
1. To approve and adopt the Agreement and Plan of Merger, dated as of July 19,
2000, as amended, by and among Conexant Systems, Inc., a Delaware corporation,
H&J Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary
of Conexant, and Harris & Jeffries, Inc., a Massachusetts corporation, and the
merger provided for therein.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To approve an amendment to the Harris & Jeffries Articles of Organization to
increase the number of shares of Harris & Jeffries common stock authorized for
issuance from 14,800,000 shares to 16,280,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To approve an increase in the number of shares of Harris & Jeffries common
stock for which options may be granted under the Harris & Jeffries Stock Option
Plan from 2,000,000 shares to 2,771,022 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To ratify the following actions: (a) the amendment of the Harris & Jeffries
Stock Option Plan on November 26, 1996, March 6, 1997, October 19, 1999 and July
19, 2000; (b) the purchase of NetPlane Network Technologies (India) Private
Limited, a capital contribution by Harris & Jeffries to NetPlane Network
Technologies (India) Private Limited, and the designation of NetPlane Systems
International, LLC as Harris & Jeffries' nominee to hold 7,252 shares of
NetPlane Network Technologies (India) Private Limited on behalf of Harris &
Jeffries; (c) the increase in the number of authorized shares of common stock of
Harris & Jeffries from 6,250,000 shares to 6,900,000 shares effected on October
2, 1999; and (d) the increase in the number of authorized shares of preferred
stock of Harris & Jeffries from 1,150,000 shares to 1,650,000 shares effected on
October 2, 1999.
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[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. To approve an amendment to the Harris & Jeffries Articles of Organization to
eliminate a provision that gives holders of Harris & Jeffries preferred stock
the right to receive a greater share of the merger consideration than holders of
common stock or options, in the event that the average daily closing sales
prices of Conexant common stock for the five trading day period preceding the
day before the day the merger becomes effective is less than $37.13 per share
(or $37.50 per share if items 2 and 3 are approved by the stockholders at the
special meeting).
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments or
postponements thereof.
Dated: _____________________________, 2000
___________________________________________
SIGNATURE (INCLUDING TITLE, IF ANY)
___________________________________________
SIGNATURE IF HELD JOINTLY
PLEASE SIGN YOUR NAME ABOVE EXACTLY AS IT
APPEARS HEREON. JOINT OWNERS SHOULD EACH
SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE AS SUCH. IF A CORPORATION,
PLEASE SIGN IN FULL CORPORATE NAME BY
PRESIDENT OR AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME
BY AUTHORIZED PERSON.
PLEASE CHECK HERE IF YOU PLAN TO ATTEND THE SPECIAL MEETING: [ ]
