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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MARCH 10, 2000
CONEXANT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-24923 25-1799439
(State or jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4311 JAMBOREE ROAD
NEWPORT BEACH, CA 92660
(Address of principal executive offices)(ZIP Code)
Registrant's telephone number, including area code: (949) 483-4600
N/A
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 10, 2000, Conexant Systems, Inc. ("Conexant" or the "Company")
completed its previously-announced acquisition of Maker Communications, Inc.
("Maker"), a leading provider of programmable, high-performance network
processors, software solutions and development tools. Maker will operate as part
of Conexant's Network Access Division. Conexant will also use the Maker
facilities as the Company's base of operations in the eastern U.S. for its
network access business.
Conexant issued 0.66 of a share of its common stock, par value $1.00 per share,
in exchange for each share of Maker common stock, par value $0.01 per share. The
total value of the consideration for the acquisition of Maker is approximately
$957.1 million, based on the closing price of Conexant common stock on December
17, 1999 ($69.625). The transaction will be accounted for as a purchase.
The Company's press release dated March 13, 2000, announcing the completion of
the acquisition of Maker, is filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired
The financial Statements of Maker Communications, Inc. on pages F-1
through F-19 of Conexant's Form 8-K Current Report dated February 16,
2000 are incorporated herein by reference.
(b) Pro forma financial information
The unaudited pro forma condensed combined financial information on
pages F-20 through F-25 of Conexant's Form 8-K Current Report dated
February 16, 2000 are incorporated herein by reference.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of December 18, 1999, among
Conexant Systems, Inc., Merlot Acquisition Corp. and Maker
Communications, Inc., filed as Exhibit 2.01 to Conexant's Registration
Statement on Form S-4 (Registration No. 333-96033), is incorporated
herein by reference.
23.1 Consent of Arthur Andersen LLP
99.1 Press release dated March 13, 2000, announcing the completion of
Conexant's acquisition of Maker Communications, Inc.
SIGNATURES
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 hereunto duly authorized.
CONEXANT SYSTEMS, INC.
(Registrant)
Date: March 16, 2000 By /s/ DENNIS E. O'REILLY
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Dennis E. O'Reilly
Senior Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
23.1 Consent of Arthur Andersen LLP
99.1 Press release dated March 13, 2000, announcing the completion
of Conexant's acquisition of Maker Communications, Inc.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated February 10, 1999 incorporated by reference into this Form 8-K into
the Company's previously filed Registration Statements File Nos. 333-70085,
333-69385, 333-68755, 333-84187, 333-91347, 333-82399, 333-92437, 333-96033,
333-30596, 333-32468 and 333-32448.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
March 16, 2000
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EXHIBIT 99.1
[Conexant logo] CONEXANT SYSTEMS, INC.
4311 Jamboree Road
Newport Beach, CA 92660-3095
NEWS RELEASE
Conexant editorial contact: Maker editorial contact:
Carol Thornton Roman Kichorowsky
Conexant Systems, Inc. Maker Communications
(949) 483-7413 (508) 766-3257
[email protected] [email protected]
CONEXANT SYSTEMS COMPLETES MAKER ACQUISITION
NEWPORT BEACH, Calif., March 13, 2000 - Conexant Systems, Inc. (NASDAQ: CNXT)
today announced that it completed its acquisition of Maker Communications of
Westborough, Mass. Maker is the industry's leading provider of programmable,
high-performance network processors, software solutions and development tools.
Maker shareholders received 0.66 of a share of Conexant common stock for each
share of Maker common stock.
Maker will operate as part of Conexant's Network Access Division, which provides
the industry's broadest portfolio of physical-layer communications products,
including asynchronous transfer mode (ATM), T1/E1 and T3/E3 carriers, optical
networking (SONET/SDH), digital subscriber line (DSL), and multi-service voice
and data access concentration. Conexant will also use the Maker facilities as
the company's base of operations in the eastern U.S. for its network access
business. This month, Maker completed a move from its previous headquarters in
Framingham, Mass., to larger, 40,000-square-foot facilities in Westborough,
Mass. that will support planned growth. This operation will continue to be run
by William N. Giudice, Maker Communications' co-founder, and former president
and CEO.
About Conexant Systems
With revenues of approximately $1.5 billion, Conexant is the world's largest
independent company focused exclusively on providing semiconductor solutions 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 S&P 500 and Nasdaq-100 Indices. For more
information, visit Conexant at www.conexant.com.
Safe Harbor Statement
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: the company's ability to integrate Maker into its operations; to
achieve the synergies necessary to produce accretion to cash earnings; growth of
the market for Maker's products as to achieve anticipated annualized revenue run
rates; 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 for
the related intellectual property; the successful implementation of the
company's diversification strategy; 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
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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.
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