<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-32468
PROSPECTUS SUPPLEMENT NO. 2
(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. 2 supplements and amends the Prospectus
dated March 14, 2000 and the Prospectus Supplement dated April 7, 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. This prospectus
supplement should be read in conjunction with the Prospectus.
The table on the Prospectus Supplement dated April 7, 2000, is hereby
amended as follows:
The deletion from the Prospectus Supplement dated April 7, 2000 of:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF COMMON STOCK
NOTES BENEFICIALLY PERCENTAGE OF OWNED PRIOR TO COMMON STOCK
NAME OWNED AND OFFERED HEREBY NOTES OUTSTANDING THE OFFERING OFFERED HEREBY
---- ------------------------ ----------------- -------------- --------------
<S> <C> <C> <C> <C>
"Hull Overseas, Ltd $100,000 * 926 926"
"J. M. Hull Associates $250,000 * 2,315 2,315"
</TABLE>
The information appearing in the table below, as of the date hereof,
supplements and amends the information in the table appearing under the heading
"Selling Securityholders" in the Prospectus:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF COMMON STOCK
NOTES BENEFICIALLY PERCENTAGE OF OWNED PRIOR TO COMMON STOCK
NAME OWNED AND OFFERED HEREBY NOTES OUTSTANDING THE OFFERING OFFERED HEREBY
---- ------------------------ ----------------- -------------- --------------
<S> <C> <C> <C> <C>
Argent Classic Convertible Arbitrage Fund
(Bermuda) L.P. $ 7,000,000 1.1% 64,814 64,814
Argent Classic Convertible Arbitrage Fund L.P. $ 2,000,000 * 18,518 18,518
Arkansas Teachers Retirement System $ 4,877,000 * 45,157 45,157
Bank of New York $ 535,000 * 4,953 4,953
Bank of New York/UBS Warburg $150,150,000 23.1% 1,390,277 1,390,277
Baptist Health of South Florida $ 231,000 * 2,138 2,138
Boston Museum of Fine Arts $ 190,000 * 1,759 1,759
Champion International Corporation $ 800,000 * 7,407 7,407
Deutsche Bank $ 1,085,000 * 10,046 10,046
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
Donaldson, Lufkin & Jenrette Securities Corp. $ 750,000 * 6,944 6,944
Engineers Joint Pension Fund $ 661,000 * 6,120 6,120
Fidelity Advisor Series I: Fidelity Advisor
Balanced Fund $ 4,270,000 * 39,537 39,537
Fidelity Financial Trust: Fidelity
Convertible Securities Fund $ 12,250,000 1.8% 113,425 113,425
Fidelity Management Trust Company on behalf
of accounts managed by it $ 2,270,000 * 21,018 21,018
First Union $ 170,000 * 1,574 1,574
Investor's Bank $ 13,060,000 2.0% 120,925 120,925
Morgan Stanley Dean Witter $ 12,000,000 1.9% 111,111 111,111
Nicholas-Applegate Convertible Fund $ 1,493,000 * 13,824 13,824
Northern Trust $ 13,855,000 2.1% 128,287 128,287
Physicians Life $ 518,000 * 4,796 4,796
Pilgrim Convertible Fund $ 5,946,000 * 55,055 55,055
Quattro Fund Ltd. $ 750,000 * 6,944 6,944
San Diego City Retirement $ 1,326,000 * 12,277 12,277
San Diego County Convertible $ 3,190,000 * 29,537 29,537
State Street $ 2,285,000 * 21,157 21,157
Union Bank $ 1,285,000 * 11,898 11,898
Variable Insurance Products Fund III:
Balanced Portfolio $ 460,000 * 4,259 4,259
Wake Forest University $ 1,601,000 * 14,824 14,824
Writers Guild-Industry Health Fund $ 412,000 * 3,814 3,814
Any other holder of notes or future
transferee from any such holder $255,845,000 39.4% 2,368,935 2,368,935
</TABLE>
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*Less than one percent.
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 April 14, 2000.
