<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-32468
PROSPECTUS SUPPLEMENT NO. 11
(TO PROSPECTUS DATED MARCH 14, 2000)
$650,000,000
CONEXANT SYSTEMS, INC.
4% CONVERTIBLE SUBORDINATED NOTES DUE FEBRUARY 1, 2007
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
This Prospectus Supplement No. 11 supplements and amends the Prospectus
dated March 14, 2000, the Prospectus Supplement dated April 7, 2000, Prospectus
Supplement No. 2 dated April 14, 2000, Prospectus Supplement No. 3 dated April
21, 2000, Prospectus Supplement No. 4 dated April 28, 2000, Prospectus
Supplement No. 5 dated May 5, 2000, Prospectus Supplement No. 6 dated May 12,
2000, Prospectus Supplement No. 7 dated May 18, 2000, Prospectus Supplement No.
8 dated May 26, 2000, Prospectus Supplement No. 9 dated June 1, 2000 and
Prospectus Supplement No. 10 dated June 9, 2000 (as amended, the "Prospectus"),
relating to the resale from time to time by holders of our 4% Convertible
Subordinated Notes Due February 1, 2007 and shares of our common stock issuable
upon the conversion of the notes. Such information has been obtained from the
selling securityholders. This prospectus supplement should be read in
conjunction with the Prospectus.
The information appearing in the table below, as of the date hereof,
further supplements and amends the information in the table appearing under the
heading "Selling Securityholders" in the Prospectus:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF COMMON
NOTES BENEFICIALLY PERCENTAGE STOCK OWNED COMMON STOCK
OWNED AND OF NOTES PRIOR TO OFFERED
NAME OFFERED HEREBY OUTSTANDING THE OFFERING HEREBY
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<S> <C> <C> <C> <C>
Morgan Stanley Dean Witter $18,000,000(1) 2.8% 166,666 166,666
Sage Capital $ 2,000,000 * 18,518 18,518
Any other holder of notes or future
transferee from any such holder $14,720,000 2.26% 136,296 136,296
</TABLE>
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* Less than one percent.
(1) Represents an aggregate principal amount of notes which includes $12,000,000
previously registered on the Prospectus Supplement filed April 14, 2000 and
the common stock into which those notes are convertible and $1,000,000
previously registered on the Prospectus Supplement filed April 26, 2000 and
the common stock into which those notes are convertible.
The number of shares of common stock owned prior to the offering
includes shares of common stock into which the notes are convertible. The number
of shares of common stock offered hereby is based on a conversion price of
$108.00 per share of common stock 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. The number of shares of
common stock owned by the other selling securityholders or any future transferee
from any such holder assumes that they do not beneficially own any common stock
other than common stock into which the notes are convertible at a conversion
price of $108.00 per share.
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 3 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 THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is June 16, 2000.
