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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-32468
PROSPECTUS SUPPLEMENT NO. 22
(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. 22 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, Prospectus
Supplement No. 10 dated June 9, 2000, Prospectus Supplement No. 11 dated June
16, 2000, Prospectus Supplement No. 12 dated July 7, 2000, Prospectus Supplement
No. 13 dated August 4, 2000, Prospectus Supplement No. 14 dated August 18, 2000,
Prospectus Supplement No. 15 dated August 25, 2000, Prospectus Supplement No. 16
dated September 15, 2000, Prospectus Supplement No. 17 dated October 9, 2000,
Prospectus Supplement No. 18 dated October 19, 2000, Prospectus Supplement No.
19 dated December 8, 2000, Prospectus Supplement No. 20 dated December 15, 2000
and Prospectus Supplement No. 21 dated December 21, 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 (the "Notes") 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
NOTES BENEFICIALLY COMMON STOCK OWNED
OWNED AND OFFERED PERCENTAGE OF PRIOR TO THE COMMON STOCK
NAME HEREBY(1) NOTES OUTSTANDING OFFERING OFFERED HEREBY(1)
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<S> <C> <C> <C> <C> <C>
Jefferies & Company $20,000,000 3.85%(2) 46,296(3) 185,185
</TABLE>
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(1) We believe any excess of the total amount of registered sales by
Selling Securityholders is the result of (i) sales by Selling Securityholders
who previously registered their shares in unregistered offers and the subsequent
registration by the purchaser thereof, or (ii) registration by Selling
Securityholders who had acquired their shares in a previously registered
transaction.
(2) Represents the total percentage of Notes currently outstanding
comprised of 185,185 shares of common stock beneficially owned and offered
hereby and 46,292 shares of common stock beneficially owned and previously
registered as set forth in footnote (3) below.
(3) Represents common stock beneficially owned under $5,000,000 principal
amount of Notes previously registered on the Prospectus Supplement filed May 12,
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.
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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 December 27, 2000.
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