CONEXANT SYSTEMS INC
8-K, 2000-06-29
SEMICONDUCTORS & RELATED DEVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                    FORM 8-K

                                ----------------

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): JUNE 27, 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 5. OTHER EVENTS.

On June 27, 2000, Conexant Systems, Inc. announced that it has agreed to acquire
HotRail, Inc. The press release dated June 27, 2000 announcing this transaction
is filed as Exhibit 99.1 hereto and incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits.

       99.1    Press Release dated June 27, 2000 relating to a definitive
               agreement for the acquisition of HotRail, Inc. by Conexant
               Systems, Inc.

                                    SIGNATURE

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, thereunto duly authorized.


                                           CONEXANT SYSTEMS, INC.
                                               (Registrant)


Dated:  June 29, 2000                      By  /s/ Dennis E. O'Reilly
                                               ---------------------------------
                                               Dennis E. O'Reilly
                                               Senior Vice President,
                                               General Counsel and Secretary



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                                  EXHIBIT INDEX


                                                                   Sequentially
Exhibit                                                              Numbered
Number                             Description                         Page
--------                           -----------                     -------------


 99.1                 Press Release dated June 27, 2000
                      relating to a definitive agreement for
                      the acquisition of HotRail, Inc.
                      by Conexant Systems, Inc.





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