Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Conexant Systems, Inc.
(Exact name of registrant as specified in its charter)
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Delaware 25-1799439
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4311 Jamboree Road
Newport Beach, California 92660-3095
(Address of Principal Executive Offices) (Zip Code)
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Conexant Systems, Inc. 1999 Long-Term Incentives Plan
(Full title of the plan)
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DENNIS E. O'REILLY, ESQ.
Senior Vice President, General Counsel
and Secretary
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
(Name and address of agent for service)
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(949) 483-4600
(Telephone number, including area code, of agent for service)
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Copy to:
PETER R. KOLYER, ESQ.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
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Calculation of Registration Fee
<TABLE>
<CAPTION>
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Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
Title of securities to be registered registered (1) price per unit (2) offering price (2) registration fee
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<S> <C> <C> <C> <C>
Common Stock, par value $1 per share
(including the associated Preferred
Share Purchase Rights).............. 7,500,000 shares $ 33.4375 $ 250,781,250 $ 66,207
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</TABLE>
(1) The shares of Common Stock set forth in the Calculation of Registration Fee
table and which may be offered pursuant to this Registration Statement
include, pursuant to Rule 416 under the Securities Act of 1933, as amended
(the "Securities Act"), such additional number of shares of the
Registrant's Common Stock as may become issuable as a result of any stock
splits, stock dividends or similar events.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act, based upon the average of the high
and low prices of the Common Stock on May 24, 2000, as reported on The
Nasdaq Stock Market, Inc. National Market System.
---------------
Pursuant to Rule 429 of the General Rules and Regulations under the
Securities Act, the prospectus that is part of this Registration Statement
will be used in connection with the offer and sale of Common Stock of the
Registrant previously registered under the Registrant's Registration
Statement on Form S-8 (Registration No. 333-69385).
<PAGE>
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement
hereby incorporates by reference the contents of the Registration Statement on
Form S-8 (Registration No. 333-69385) filed by the Company on December 22, 1998,
relating to the Conexant Systems, Inc. 1999 Long-Term Incentives Plan (the
"Plan") and the Conexant Systems, Inc. Directors Stock Plan, except as expressly
modified herein.
On February 10, 2000, the shareowners of the Company approved an amendment to
the Plan previously adopted by the Board of Directors, subject to shareowner
approval, to increase by 7,500,000 shares the number of shares of Common Stock
of the Company available for issuance under the Plan. This Registration
Statement registers such 7,500,000 additional shares of Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by reference and
made a part hereof:
(a) Annual Report on Form 10-K of Conexant Systems, Inc. (the
"Company") for the year ended September 30, 1999 (including the
portions of the Proxy Statement for the Company's 2000 Annual
Meeting of Shareowners that are incorporated therein by
reference);
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;
(d) The Company's Current Report on Form 8-K dated January 4, 2000, as
amended by the Company's Current Report on Form 8-K/A dated
January 11, 2000;
(e) The Company's Current Report on Form 8-K dated February 16, 2000;
(f) The Company's Current Report on Form 8-K dated March 10, 2000;
(g) The Company's Current Report on Form 8-K dated April 3, 2000;
(h) The Company's Current Report on Form 8-K dated April 12, 2000;
(i) The Company's Current Report on Form 8-K dated May 17, 2000; and
(j) The description of the Company's Common Stock contained in Item 11
of the Company's Registration Statement on Form 10, as amended
(File No. 000-24923), dated December 1, 1998, as amended by Part
II, Item 2 of the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1999.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") prior to
II-1
<PAGE>
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes that statement. Any such statement so modified or
superseded shall not constitute a part of this Registration Statement, except as
so modified or superseded.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Company, filed as
Exhibit 4.1 to the Company's Registration Statement on Form S-8
(Registration No. 333-68755) (the "Savings Plan Form S-8"), is
incorporated herein by reference.
4.2 Amendment to Restated Certificate of Incorporation of the Company,
filed as Exhibit 4.a.2 to the Company's Registration Statement on
Form S-3 (Registration No. 333-30596), is incorporated herein by
reference.
4.3 Amended By-Laws of the Company, filed as Exhibit 4.2 to the Savings
Plan Form S-8, is incorporated herein by reference.
4.4 Specimen certificate for the Company's Common Stock, par value $1 per
share, filed as Exhibit 4.3 to the Company's Registration Statement
on Form 10 (File No. 000-24923), is incorporated herein by reference.
4.5 Rights Agreement, dated as of November 30, 1998, by and between the
Company and ChaseMellon Shareholder Services, L.L.C., as rights
agent, filed as Exhibit 4.4 to the Savings Plan Form S-8, is
incorporated herein by reference.
4.6 First Amendment to Rights Agreement, dated as of December 9, 1999,
filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1999, is incorporated herein by
reference.
4.7 Conexant Systems, Inc. 1999 Long-Term Incentives Plan, as amended.
5 Opinion of Jasmina A. Theodore, Esq., Associate General Counsel and
Assistant Secretary of the Company, as to the legality of any newly
issued shares of Common Stock of the Company covered by this
Registration Statement.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Arthur Andersen LLP, independent public accountants.
II-2
<PAGE>
23.3 Consent of Jasmina A. Theodore, Esq., contained in her opinion filed
as Exhibit 5 to this Registration Statement.
23.4 Consent of Chadbourne & Parke LLP.
24 Power of Attorney authorizing certain persons to sign this
Registration Statement on behalf of certain directors and officers of
the Company.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on the 26th day
of May, 2000.
CONEXANT SYSTEMS, INC.
By /s/ Dwight W. Decker
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(Dwight W. Decker, Chairman and
Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 26th day of May, 2000 by the
following persons in the capacities indicated:
Signature Title
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DWIGHT W. DECKER* Chairman of the Board and Chief Executive
Officer (principal executive officer)
and Director
DONALD R. BEALL* Director
RICHARD M. BRESSLER* Director
F. CRAIG FARRILL* Director
JERRE L. STEAD* Director
BALAKRISHNAN S. IYER* Senior Vice President and Chief Financial
Officer (principal financial officer)
STEVEN M. THOMSON* Vice President and Controller
(principal accounting officer)
*By /s/ Dennis E. O'Reilly
----------------------------------------
(Dennis E. O'Reilly, Attorney-in-fact)**
** By authority of the power of attorney filed as Exhibit 24 to this
Registration Statement.
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EXHIBIT INDEX
Exhibit
Number Page
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4.1 Restated Certificate of Incorporation of the Company, filed
as Exhibit 4.1 to the Company's Registration Statement on
Form S-8 (Registration No. 333-68755) (the "Savings Plan Form
S-8"), is incorporated herein by reference.
4.2 Amendment to Restated Certificate of Incorporation of the
Company, filed as Exhibit 4.a.2 to the Company's Registration
Statement on Form S-3 (Registration No. 333-30596), is
incorporated herein by reference.
4.3 Amended By-Laws of the Company, filed as Exhibit 4.2 to the
Savings Plan Form S-8, is incorporated herein by reference.
4.4 Specimen certificate for the Company's Common Stock, par
value $1 per share, filed as Exhibit 4.3 to the Company's
Registration Statement on Form 10 (File No. 000-24923), is
incorporated herein by reference.
4.5 Rights Agreement, dated as of November 30, 1998, by and
between the Company and ChaseMellon Shareholder Services,
L.L.C., as rights agent, filed as Exhibit 4.4 to the Savings
Plan Form S-8, is incorporated herein by reference.
4.6 First Amendment to Rights Agreement, dated as of December 9,
1999, filed as Exhibit 4.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1999, is
incorporated herein by reference.
4.7 Conexant Systems, Inc. 1999 Long-Term Incentives Plan, as
amended.
5 Opinion of Jasmina A. Theodore, Esq., Associate General
Counsel and Assistant Secretary of the Company, as to the
legality of any newly issued shares of Common Stock of the
Company covered by this Registration Statement.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Arthur Andersen LLP, independent public
accountants.
23.3 Consent of Jasmina A. Theodore, Esq., contained in her
opinion filed as Exhibit 5 to this Registration Statement.
23.4 Consent of Chadbourne & Parke LLP.
24 Power of Attorney authorizing certain persons to sign this
Registration Statement on behalf of certain directors and
officers of the Company.
Exhibit 4.7
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CONEXANT SYSTEMS, INC.
1999 LONG-TERM INCENTIVES PLAN
AS AMENDED FEBRUARY 10, 2000
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Section 1: Purpose
The purpose of the Plan is to provide incentive compensation to officers,
executives and other employees, and prospective employees, contractors and
consultants of the Corporation and its Subsidiaries; to attract and retain
individuals of outstanding ability; and to align the interests of such officers,
executives and other employees, and prospective employees, contractors and
consultants with the interests of the Corporation's shareowners.
Section 2: Definitions
The following terms, as used herein, shall have the meaning specified:
"Award" means an award granted pursuant to Section 4.
"Award Agreement" means an agreement described in Section 6 entered
into between the Corporation and a Participant, setting forth the terms
and conditions applicable to the Award granted to the Participant.
"Board of Directors" means the Board of Directors of the Corporation as
it may be comprised from time to time.
"Cause" means (i) a felony conviction of a Participant; (ii) the
commission by a Participant of an act of fraud or embezzlement against
the Corporation and/or a Subsidiary; (iii) willful misconduct or gross
negligence materially detrimental to the Corporation and/or a
Subsidiary; (iv) the Participant's continued failure to implement
reasonable requests or directions received in
<PAGE>
the course of his employment; (v) the Participant's wrongful
dissemination or use of confidential or proprietary information; or
(vi) the intentional and habitual neglect by the Participant of his
duties to the Corporation and/or a Subsidiary.
"Change of Control" means Change of Control as defined in Section 10.
"Code" means the Internal Revenue Code of 1986, and any successor
statute, as it or they may be amended from time to time.
"Committee" means the Compensation and Management Development Committee
of the Board of Directors as it may be comprised from time to time or
such other Committee of the Board of Directors designated by the Board
of Directors to administer the Plan.
"Corporation" means Conexant Systems, Inc., a Delaware corporation, and
any successor corporation.
"Disability" means permanent and total disability within the meaning of
the Corporation's long-term disability plan, as it may be amended from
time to time, or, if there is no such plan, as determined by the
Committee.
"Employee", subject to the exclusions set forth below, shall include
those individuals who were hired (and advised that they were being
hired) directly by the Corporation as regular employees and who perform
regular employment services directly for the Corporation.
Exclusions:
The terms "Employee" or "Employees" as used in this Plan shall
not include any individuals who work, or who were hired to
work, or who were advised that they work:
1. as independent contractors or employees of independent
contractors; or
2. as temporary employees, regardless of the length of time
that they work at the Corporation; or
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3. through a temporary employment agency, job placement
agency or other third party; or
4. as part of an employee leasing arrangement between the
Corporation and any third party.
For the purposes of this Plan, the exclusions described above
shall remain in effect even if the described individuals could
otherwise be construed as employees under any applicable
common law.
"Exchange Act" means the Securities Exchange Act of 1934, and any
successor statute, as it may be amended from time to time.
"Fair Market Value" means the closing price of the Stock as reported in
the NASDAQ reporting system on the relevant date, or if no sale of the
Stock is reported for such date, the next preceding day for which there
is a reported sale.
"Incentive Stock Option" means an option to purchase Stock that is
granted pursuant to Section 4(b) or pursuant to any other Plan of the
Corporation or its Subsidiaries that complies with Code section 422.
"Non-Employee" means an individual who (1) has been extended an offer
of employment with the Corporation or a Subsidiary but who has not yet
accepted said offer and become an Employee or (2) performs consulting,
contracting or other services for the Corporation or a Subsidiary other
than in a capacity as an Employee or who has been extended an offer to
perform consulting, contracting or other services for the Corporation
or a Subsidiary.
"Participant" means any Employee or Non-Employee who has been granted
an Award pursuant to this Plan.
"Retirement" means retirement at or after age 62 or, with the advance
consent of the Committee, before age 62 but at or after age 55.
"Stock" means shares of common stock of the Corporation, or any
security of the Corporation issued in substitution, exchange or lieu
thereof.
3
<PAGE>
"Subsidiary" means any corporation in which the Corporation, directly
or indirectly, controls 50% or more of the total combined voting power
of all classes of such corporation's stock.
"Ten-percent Shareowner" means any person who owns, directly or
indirectly, on the relevant date securities having ten percent (10%) or
more of the combined voting power of all classes of the Corporation's
securities or of its parent or subsidiaries. For purposes of applying
the foregoing ten percent (10%) limitation, the rules of Code section
425(d) shall apply.
Section 3: Eligibility
Persons eligible for Awards shall consist of Employees and Non-Employees who
hold or are proposed to hold positions of significant responsibility with the
Corporation and/or a Subsidiary or whose performance or potential contribution,
in the judgment of the Committee, will benefit the future success of the
Corporation and/or a Subsidiary. Notwithstanding the foregoing, only Employees
will be eligible for Awards of Incentive Stock Options and/or Restricted Stock
under this Plan.
Section 4: Awards
The Committee may grant any of the following types of Awards, either singly, in
tandem or in combination with other types of Awards, as the Committee may in its
sole discretion determine:
a. Non-qualified Stock Options. A Non-qualified Stock Option is an
Award to an Employee or Non-Employee in the form of an option to
purchase a specific number of shares of Stock exercisable at such
time or times, and during such specified time not to exceed ten
(10) years, as the Committee may determine, at a price not less
than 100% of the Fair Market Value of the Stock on the date the
option is granted.
(i) The purchase price of the Stock subject to the option may be
paid in cash. At the discretion of the Committee, the
purchase price may also be paid by the tender of Stock (the
value of such Stock shall be its Fair Market Value on the
date of exercise), or
4
<PAGE>
through a combination of Stock and cash, or through such
other means as the Committee determines are consistent with
the Plan's purpose and applicable law. No fractional shares
of Stock will be issued or accepted.
(ii) Without limiting the foregoing, the Committee may permit
Participants, either on a selective or aggregate basis, to
simultaneously exercise options and sell the shares of Stock
thereby acquired, pursuant to a brokerage or similar
arrangement approved in advance by the Committee, and use
the proceeds from such sale as payment of the purchase price
of such Stock and any applicable withholding taxes.
b. Incentive Stock Options. An Incentive Stock Option is an Award to
an Employee in the form of an option to purchase a specified
number of shares of Stock that complies with the requirements of
Code Section 422, which option shall, subject to the following
provisions, be exercisable at such time or times, and during such
specified time, as the Committee may determine.
(i) The aggregate Fair Market Value (determined at the time of
the grant of the Award) of the shares of Stock subject to
Incentive Stock Options which are exercisable by one person
for the first time during a particular calendar year shall
not exceed $100,000.
(ii) No Incentive Stock Option may be granted under this Plan on
or after the tenth anniversary of the date this Plan is
adopted, or the date this Plan is approved by shareowners,
whichever is earlier.
(iii) No Incentive Stock Option may be exercisable more than:
a) in the case of an Employee who is not a Ten-Percent
Shareowner on the date that the option is granted, ten
(10) years after the date the option is granted, and
b) in the case of an Employee who is a Ten-Percent
Shareowner on the date the option is granted, five (5)
years after the date the option is granted.
5
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(iv) The exercise price of any Incentive Stock Option shall not be
less than:
a) in the case of an Employee who is not a Ten-Percent
Shareowner on the date that the option is granted, the
Fair Market Value of the Stock subject to the option on
such date; and
b) in the case of an Employee who is a Ten-Percent
Shareowner on the date that the option is granted, 110%
of the Fair Market Value of the Stock subject to the
option on such date.
(v) The Committee may provide that the exercise price of an
Incentive Stock Option may be paid by one or more of the
methods available for paying the exercise price of a
Non-qualified Stock Option.
c. Restricted Stock. Restricted Stock is an Award of Stock that is
issued to an Employee subject to restrictions on transfer and such
other restrictions on incidents of ownership as the Committee may
determine. Subject to such restrictions, the Participant as owner
of such shares of Restricted Stock shall have the rights of the
holder thereof, except that the Committee may provide at the time
of the Award that any dividends or other distributions paid on
such Stock while subject to such restrictions shall be accumulated
or reinvested in Stock and held subject to the same restrictions
as the Restricted Stock and such other terms and conditions as the
Committee shall determine. A certificate for the shares of
Restricted Stock, which certificate shall be registered in the
name of the Participant, shall bear an appropriate restrictive
legend and shall be subject to appropriate stop-transfer orders;
provided, however, that the certificates representing shares of
Restricted Stock shall be held in custody by the Corporation until
the restrictions relating thereto otherwise lapse, and the
Participant shall deliver to the Corporation a stock power
endorsed in blank relating to the Restricted Stock.
6
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Section 5: Shares of Stock Available Under Plan
a. Subject to the adjustment provisions of Section 9, the number of
shares of Stock with respect to which Awards may be granted under
the Plan shall not exceed 27,870,000 shares of Stock; provided
that no more than 8,200,000 of the shares of Stock available for
Awards shall be available for Awards in the form of Restricted
Stock. No single Participant shall receive, in any one calendar
year, Awards which, over any three-year period exceed a per-year
average of (i) 1,000,000 stock options, whether Non-qualified
Stock Options or (in the case of Employees only) Incentive Stock
Options and (ii) 200,000 shares (in the case of Employees only) of
Restricted Stock.
b. Shares of Stock with respect to the unexercised or undistributed
portion of any terminated or forfeited Award shall be available
for further Awards in addition to those shares of Stock available
under Section 5(a). Additional rules for determining the number of
shares of Stock granted under the Plan may be adopted by the
Committee, as it deems necessary and appropriate.
c. The Stock that may be issued pursuant to an Award under the Plan
may be treasury or authorized but unissued Stock, or Stock may be
acquired, subsequently or in anticipation of the transaction, in
the open market to satisfy the requirements of the Plan.
Section 6: Award Agreements
Each Award under the Plan shall be evidenced by an Award Agreement. Each Award
Agreement shall set forth the number of shares of Stock subject to the Award and
shall include the terms set forth below and such other terms and conditions
applicable to the Award, as determined by the Committee, not inconsistent with
the terms of the Plan. Notwithstanding the foregoing, the provisions of
subsection (b) below may be modified to the extent deemed advisable by the
Committee in Award Agreements pertaining to Non-Employees providing consulting,
contracting or other services to the Corporation or a Subsidiary. In the event
of any conflict between an Award Agreement and this Plan, the terms of the Plan
shall govern.
7
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a. Assignability. A provision setting forth the conditions pursuant
to which an Award may be assigned or transferred.
b. Termination of Employment.
(i) A provision describing the treatment of an Award in the
event of the Retirement, Disability, death or other
termination of a Participant's employment with the
Corporation or a Subsidiary, including but not limited to
terms relating to the vesting, time for exercise, forfeiture
or cancellation of an Award in such circumstances.
Participants who terminate employment due to Retirement,
Disability, or death prior to the satisfaction of applicable
conditions and restrictions associated with their Award(s)
may be entitled to a prorated Award(s) as and to the extent
determined by the Committee.
(ii) A provision that for purposes of the Plan, (i) a transfer of
an Employee from the Corporation to a Subsidiary or
affiliate of the Corporation, whether or not incorporated,
or visa versa, or from one Subsidiary or affiliate of the
Corporation to another, and (ii) a leave of absence, duly
authorized in writing by the Corporation, shall not be
deemed a termination of employment.
(iii) A provision stating that in the event the Participant's
employment is terminated for Cause, anything else in the
Plan or the Award Agreement to the contrary notwithstanding,
all Awards granted to such Participant shall immediately
terminate and be forfeited.
c. Rights as a Shareowner. A provision stating that a Participant
shall have no rights as a shareowner with respect to any Stock
covered by an Award until the date the Participant becomes the
holder of record thereof. Except as provided in Section 9, no
adjustment shall be made for dividends or other rights, unless the
Award Agreement specifically requires such adjustment.
d. Withholding. A provision requiring the withholding of applicable
taxes required by law from all amounts paid in satisfaction of an
Award. A
8
<PAGE>
Participant may satisfy the withholding obligation by paying the
amount of any taxes in cash or, with the approval of the
Committee, shares of Stock may be deducted from the payment or, in
accordance with Section 4(a)(ii), sold to satisfy the obligation
in full or in part.
e. Treatment of Options. Each Award of an option shall state whether
it will or will not be treated as an Incentive Stock Option.
f. Performance Conditions. The Committee may condition, or provide
for the acceleration of, the exercisability or vesting of any
Award upon such prerequisites as it, in its sole discretion, deems
appropriate, including, but not limited to, achievement of
specific objectives, whether absolute or relative to a peer group
or index designated by the Committee, with respect to one or more
measures of the performance of the Corporation and/or one or more
Subsidiaries, including earnings per share, revenue, net income
(whether before or after extraordinary items), net operating
income, earnings before interest, taxes, depreciation and
amortization (EBIDTA), stock price and total shareholder return.
Such performance objectives shall be determined in accordance with
the Corporation's audited financial statements, to the extent
applicable, and so that a third party having knowledge of the
relevant facts could determine whether such performance objective
is met.
Section 7: Amendment and Termination
The Board of Directors may at any time amend, suspend or discontinue the Plan,
in whole or in part, and the Committee may at any time alter or amend any or all
Award Agreements under the Plan to the extent permitted by law, but no such
alteration or amendment shall impair the rights of any holder of an Award
without the holder's consent. Notwithstanding the foregoing, no such action may,
without approval of the shareowners of the Corporation, increase the number of
shares of Stock with respect to which Awards may be granted or reduce the
exercise price of any Option below Fair Market Value on the date of grant.
9
<PAGE>
Section 8: Administration
a. The Committee shall have full and complete authority, in its sole
and absolute discretion, (i) to exercise all of the powers granted
to it under the Plan, (ii) to construe, interpret and implement
the Plan and any related document, (iii)to prescribe, amend and
rescind rules relating to the Plan, (iv) to make all
determinations necessary or advisable in administering the Plan,
and (v) to correct any defect, supply any omission and reconcile
any inconsistency in the Plan. The actions and determinations of
the Committee on all matters relating to the Plan and any Awards
will be final and conclusive. The Committee's determinations under
the Plan need not be uniform and may be made by it selectively
among Employees and Non-Employees who receive, or who are eligible
to receive, Awards under the Plan, whether or not such persons are
similarly situated.
b. The Committee and others to whom the Committee has delegated such
duties shall keep a record of all their proceedings and actions
and shall maintain all such books of account, records and other
data as shall be necessary for the proper administration of the
Plan.
c. The Corporation shall pay all reasonable expenses of administering
the Plan, including, but not limited to, the payment of
professional fees.
d. The Committee may appoint such accountants, counsel, and other
experts as it deems necessary or desirable in connection with the
administration of the Plan. The Committee may delegate to the
officers or employees of the Corporation and its Subsidiaries the
authority to execute and deliver such instruments and documents,
to do all such acts and things, and to take all such other steps
deemed necessary, advisable or convenient for the effective
administration of the Plan in accordance with its terms and
purpose, except that the Committee may not delegate any
discretionary authority with respect to substantive decisions or
functions regarding the Plan or Awards thereunder as these relate
to executive officers (within the meaning of Rule 3b-7 under the
Exchange Act, or any successor provision) of the Corporation.
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<PAGE>
Section 9: Adjustment Provisions
a. In the event of any change in the outstanding shares of Stock by
reason of a stock dividend or split, recapitalization, merger or
consolidation (whether or not the Corporation is a surviving
corporation), reorganization, combination or exchange of shares or
other similar corporate changes or an extraordinary dividend
payback in cash or property, the number of shares of Stock (or
other securities) then remaining subject to this Plan, and the
maximum number of shares that may be issued to any single
Participant pursuant to this Plan, including those that are then
covered by outstanding Awards, shall (i) in the event of an
increase in the number of outstanding shares, be proportionately
increased and the price for each share then covered by an
outstanding Award shall be proportionately reduced, and (ii) in
the event of a reduction in the number of outstanding shares, be
proportionately reduced and the price for each share then covered
by an outstanding Award shall be proportionately increased.
b. The Committee shall make any further adjustments as it deems
necessary to ensure equitable treatment of any holder of an Award
as the result of any transaction affecting the securities subject
to the Plan not described in (a), or as is required or authorized
under the terms of any applicable Award Agreement.
c. The existence of the Plan and the Awards granted hereunder shall
not affect or restrict in any way the right or power of the Board
of Directors or the shareholders of the Corporation to make or
authorize any adjustment, recapitalization, reorganization or
other capital structure of its business, any merger or
consolidation of the Corporation, any issue of bonds, debentures,
preferred or prior preference stock ahead of or affecting the
Stock or the rights thereof, the dissolution or liquidation of the
Corporation or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding.
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Section 10: Change of Control
a. Subject to the provisions of Section 10(c), in the event a Change
of Control shall occur, then, (i) all Awards granted on or before
December 9, 1999 as Non-qualified Stock Options or Incentive Stock
Options then outstanding pursuant to the Plan shall forthwith
become fully exercisable whether or not otherwise then exercisable
and (ii) the restrictions on all Stock granted as Restricted Stock
under the Plan on or before December 9, 1999 shall forthwith
lapse.
b. Change of Control means:
(i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (a Person) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20%
or more of either (A) the then outstanding shares of Common Stock
of Conexant (the Outstanding Conexant Common Stock) or (B) the
combined voting power of the then outstanding voting securities of
Conexant entitled to vote generally in the election of directors
(the Outstanding Conexant Voting Securities); provided, however,
that for purposes of this subparagraph (i), the following
acquisitions shall not constitute a Change of Control: (w) any
acquisition directly from Conexant, (x) any acquisition by
Conexant, (y) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by Conexant, Rockwell
International Corporation (Rockwell) or any corporation controlled
by Conexant or Rockwell or (z) any acquisition pursuant to a
transaction which complies with clauses (A), (B) and (C) of
subsection (iii) of this Section 10(b); or
(ii) Individuals who, as of the date of the pro rata
distribution of all the outstanding Stock by Rockwell to its
shareowners (Conexant Distribution Date), constitute the Board of
Directors (the Incumbent Board) cease for any reason to constitute
at least a majority of the Board of Directors; provided, however,
that any individual becoming a director subsequent to that date
whose election, or nomination for election by Conexant's
shareowners, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such
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<PAGE>
individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board of Directors; or
(iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially
all of the assets of Conexant or the acquisition of assets of
another entity (a Corporate Transaction), in each case, unless,
following such Corporate Transaction, (A) all or substantially all
of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Conexant Common Stock and
Outstanding Conexant Voting Securities immediately prior to such
Corporate Transaction beneficially own, directly or indirectly,
more than 60% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from
such Corporate Transaction (including, without limitation, a
corporation which as a result of such transaction owns the
Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately
prior to such Corporate Transaction of the Outstanding Conexant
Common Stock and Outstanding Conexant Voting Securities, as the
case may be, (B) no Person (excluding any employee benefit plan
(or related trust) of the Corporation or such corporation
resulting from such Corporate Transaction) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation resulting
from such Corporate Transaction or the combined voting power of
the then outstanding voting securities of such corporation except
to the extent that such ownership existed prior to the Corporate
Transaction and (C) at least a majority of the members of the
board of directors of the corporation resulting from such
Corporate Transaction were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action
of the Board of Directors, providing for such Corporate
Transaction; or
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<PAGE>
(iv) Approval by Conexant's shareowners of a complete
liquidation or dissolution of Conexant.
c. The Change of Control provisions of Section 10(a) shall not apply
to any Awards granted after December 9, 1999.
Section 11: Miscellaneous
a. Other Payments or Awards. Nothing contained in the Plan shall be
deemed in any way to limit or restrict the Corporation or a
Subsidiary from making any award or payment to any person under
any other plan, arrangement or understanding, whether now existing
or hereafter in effect.
b. Payments to Other Persons. If payments are legally required to be
made to any person other than the person to whom any amount is
made available under the Plan, payments shall be made accordingly.
Any such payment shall be a complete discharge of the liability
hereunder.
c. Unfunded Plan. The Plan shall be unfunded. No provision of the
Plan or any Award Agreement shall require the Corporation or a
Subsidiary, for the purpose of satisfying any obligations under
the Plan, to purchase assets or place any assets in a trust or
other entity to which contributions are made or otherwise to
segregate any assets, nor shall the Corporation or a Subsidiary
maintain separate bank accounts, books, records or other evidence
of the existence of a segregated or separately maintained or
administered fund for such purposes. Participants shall have no
rights under the Plan other than as unsecured general creditors of
the Corporation or a Subsidiary, except that insofar as they may
have become entitled to payment of additional compensation by
performance of services, they shall have the same rights as other
employees under generally applicable law.
d. Limits of Liability. Any liability of the Corporation or a
Subsidiary to any Participant with respect to an Award shall be
based solely upon contractual obligations created by the Plan and
the Award Agreement. Neither the Corporation or its Subsidiaries,
nor any member of the Board of Directors
14
<PAGE>
or of the Committee, nor any other person participating in any
determination of any question under the Plan, or in the
interpretation, administration or application of the Plan, shall
have any liability to any party for any action taken, or not
taken, in good faith under the Plan.
e. Rights of Employees and Non-Employees. Status as an eligible
Employee or Non-Employee shall not be construed as a commitment
that any Award shall be made under this Plan to such eligible
Employee or Non-Employee or to eligible Employees or Non-Employees
generally. Nothing contained in this Plan or in any Award
Agreement shall confer upon any Employee or Non-Employee any right
to continue in the employ or other service of or, in the case of
prospective employees, become employed by the Corporation or a
Subsidiary or constitute any contract or limit in any way the
right of the Corporation or a Subsidiary to change such person's
compensation or other benefits or, in the case of prospective
employees, prospective compensation or benefits or to terminate
the employment or other service or, in the case of prospective
employees, withdraw an offer of employment of such person with or
without Cause.
f. Section Headings. The section headings contained herein are for
the purpose of convenience only, and in the event of any conflict,
the text of the Plan, rather than the section headings, shall
control.
g. Gender, Etc. In interpreting the Plan, the masculine gender shall
include the feminine, the neuter gender shall include the
masculine or feminine, and the singular shall include the plural
unless the context clearly indicates otherwise.
h. Invalidity. If any term or provision contained herein or in any
Award Agreement shall to any extent be invalid or unenforceable,
such term or provision will be reformed so that it is valid, and
such invalidity or unenforceability shall not affect any other
provision or part thereof.
i. Applicable Law. The Plan, the Award Agreements and all actions
taken hereunder or thereunder shall be governed by, and construed
in accordance with, the laws of the State of California without
regard to the conflict of law principles thereof.
15
<PAGE>
j. Compliance with Laws. Notwithstanding anything contained herein or
in any Award Agreement to the contrary, the Corporation shall not
be required to sell or issue shares of Stock hereunder or
thereunder if the issuance thereof would constitute a violation by
the Participant or the Corporation of any provisions of any law or
regulation of any governmental authority or any national
securities exchange; and as a condition of any sale or issuance
the Corporation may require such agreements or undertakings, if
any, as the Corporation may deem necessary or advisable to assure
compliance with any such law or regulation.
k. Non-Assignability. Except as otherwise determined by the Committee
in an Award Agreement, no Award shall be assignable or
transferable except by will or by the laws of descent and
distribution, and, during the lifetime of a Participant, an Award
shall be exercised only by such Participant or by his or her
guardian or legal representative.
l. Effective Date and Term. The Plan was adopted by the Board of
Directors and sole shareowner of the Corporation on November 4,
1998 and became effective as of December 31, 1998. The Committee
may grant Awards prior to shareowner approval, provided, however,
that Awards granted prior to such shareowner approval are
automatically canceled if shareowner approval is not obtained at
or prior to the period ending twelve months after the date the
Plan is effective and provided further that no Award may be
exercisable prior to the date shareowner approval is obtained. The
Plan shall remain in effect until all Awards under the Plan have
been exercised or terminated under the terms of the Plan and
applicable Award Agreements, provided that Awards under the Plan
may only be granted within ten (10) years from the effective date
of the Plan.
16
Exhibit 5
---------
Letterhead of Jasmina A. Theodore, Esq.
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
May 26, 2000
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
Re: Opinion Letter LTIP 1999
Ladies and Gentlemen:
I am Associate General Counsel and Assistant Secretary of Conexant
Systems, Inc., a Delaware corporation ("Conexant"), and am delivering this
opinion in connection with the filing by Conexant of a Registration Statement on
Form S-8 (the "Registration Statement") registering under the Securities Act of
1933, as amended (the "Act"), 7,500,000 shares of Common Stock, par value $1 per
share, of Conexant (including the associated Preferred Share Purchase Rights,
the "Common Stock"), which may be delivered from time to time pursuant to the
Conexant Systems, Inc. 1999 Long-Term Incentives Plan (the "Plan").
I have examined such documents, records and matters of law as I have
deemed necessary as a basis for the opinion hereinafter expressed. On the basis
of the foregoing, and having regard for legal considerations that I deem
relevant, I am of the opinion that when the Registration Statement becomes
effective under the Act, any newly issued shares of Common Stock delivered in
accordance with the Plan will, when so delivered, be legally issued, fully paid
and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
I express no opinion herein as to any laws other than the laws of the
State of California, the Delaware General Corporation Law (including the
applicable provisions of the Delaware Constitution and the applicable reported
judicial decisions related thereto) and the Federal laws of the United States.
Very truly yours,
/s/ Jasmina A. Theodore
Jasmina A. Theodore
Exhibit 23.1
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Conexant Systems, Inc. on Form S-8 of our report dated October 29, 1999,
appearing in the Annual Report on Form 10-K of Conexant Systems, Inc. for the
year ended September 30, 1999, and to the reference to us under the heading
"Experts" in the prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Costa Mesa, California
May 24, 2000
Exhibit 23.2
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of
Conexant Systems, Inc. of our report dated January 18, 2000 on the consolidated
financial statements of Maker Communications, Inc. included in Conexant Systems,
Inc.'s Form 8-K dated April 3, 2000 and to all references to our Firm in the
prospectus which is a part of this Registration Statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 24, 2000
Exhibit 23.4
------------
CONSENT OF COUNSEL
We hereby consent to the reference to this firm and to the inclusion of
the summary of our opinion under the caption "Tax Consequences" in the
Prospectus related to this Registration Statement on Form S-8 filed by Conexant
Systems, Inc. in respect of the Conexant Systems, Inc. 1999 Long-Term Incentives
Plan.
CHADBOURNE & PARKE LLP
30 Rockefeller Plaza
New York, New York 10112
May 26, 2000
Exhibit 24
----------
POWER OF ATTORNEY
I, the undersigned Director and/or Officer of Conexant Systems, Inc., a
Delaware corporation ("Conexant"), hereby constitute DWIGHT W. DECKER, DENNIS E.
O'REILLY and JASMINA A. THEODORE, and each of them singly, my true and lawful
attorneys with full power to them and each of them to sign for me, and in my
name and in the capacity or capacities indicated below, (i) a Registration
Statement on Form S-8 and any and all amendments (including post-effective
amendments) and supplements thereto for the purpose of registering under the
Securities Act of 1933, as amended, 7,500,000 additional shares of Common Stock,
par value $1 per share, of Conexant (including the associated preferred share
purchase rights) to be offered and sold pursuant to Conexant's 1999 Long-Term
Incentives Plan, as amended and (ii) a Registration Statement on Form S-8 and
any and all amendments (including post-effective amendments) and supplements
thereto for the purpose of registering under the Securities Act of 1933, as
amended, securities to be sold pursuant to Conexant's Hourly Employees' Savings
Plan, as amended.
Signature Title Date
--------- ----- ----
/s/ Dwight W. Decker Chairman of the Board and
- -------------------------- Chief Executive Officer (principal
Dwight W. Decker executive officer) and Director May 9, 2000
/s/ Donald R. Beall Director May 8, 2000
- --------------------------
Donald R. Beall
/s/ Richard M. Bressler Director May 8, 2000
- --------------------------
Richard M. Bressler
/s/ F. Craig Farrill Director May 9, 2000
- --------------------------
F. Craig Farrill
/s/ Jerre L. Stead Director May 9, 2000
- --------------------------
Jerre L. Stead
Senior Vice President and
/s/ Balakrishnan S. Iyer Chief Financial Officer
- --------------------------- (principal financial officer) May 9, 2000
Balakrishnan S. Iyer
Vice President and Controller
/s/ Steven M. Thomson (principal accounting officer) May 9, 2000
- ---------------------------
Steven M. Thomson
