SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
JANUARY 11, 2000 (DECEMBER 18, 1999)
CONEXANT SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-24923 25-1799439
(STATE OR JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
4311 JAMBOREE ROAD
NEWPORT BEACH, CA 92660-3095
(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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INFORMATION TO BE INCLUDED IN THE REPORT
This Amended Current Report on Form 8-K amends and restates
the information included in Registrant's Current Report on Form 8-K dated
January 4, 2000 (the "Form 8-K"), including changing the reference in the Form
8-K from Item 2 to Item 5 and deleting the references in the Form 8-K to Items
7(a) and 7(b).
ITEM 5. OTHER EVENTS.
On December 18, 1999, Conexant Systems, Inc. ("Conexant" or the "Company"), a
Delaware corporation, Maker Communications, Inc. ("Maker"), a Delaware
corporation, and Merlot Acquisition Corporation ("Merger Sub"), a Delaware
corporation and a wholly-owned subsidiary of Conexant, entered into an Agreement
and Plan of Merger, dated as of December 18, 1999 (the "Merger Agreement"),
pursuant to which, among other things, Merger Sub will merge with and into
Maker, with Maker as the surviving corporation. The total consideration for the
acquisition of Maker will be approximately $990 million, based on the closing
price of Conexant common stock on December 17, 1999 ($69.625), to be paid in the
form of 0.66 share of Conexant common stock, par value of $1.00 per share, in
exchange for each share of Maker common stock, par value of $0.01 per share.
The transaction is subject to customary regulatory approvals and the approval of
Maker's shareholders. Holders of approximately 35% of Maker's outstanding common
stock have executed agreements to vote their shares in favor of the transaction.
The press release dated December 20, 1999 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 December 20, 1999
relating to a definitive agreement for
the acquisition of Maker Communications, Inc.
by Conexant Systems, Inc.
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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)
By /s/ Steven M. Thomson
---------------------------
Steven M. Thomson
Vice President
and Controller
Dated: January 11, 2000
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Page
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Description
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99.1 Press Release dated December 20, 1999
relating to a definitive agreement for
the acquisition of Maker Communications, Inc.
by Conexant Systems, Inc.
EXHIBIT 99.1
Conexant editorial contact: Conexant investor relations contact:
- --------------------------- ------------------------------------
Carol Thornton Mike Cortright
Conexant Systems, Inc. Conexant Systems, Inc.
(949) 483-7413 (949) 483-6773
[email protected] [email protected]
Maker editorial contact: Maker investor relations contact:
- ------------------------ ------------------------------------
Roman Kichorowsky Michael Rubino
Director, Marketing Communications Vice President of Finance and CFO
Maker Communications Maker Communications
(508) 766-3257 (508) 766-3268
[email protected] [email protected]
CONEXANT TO ACQUIRE MAKER COMMUNICATIONS
Combined company will be the leading provider of
network processing and physical layer
semiconductor products for the
Internet infrastructure
NEWPORT BEACH, Calif., December 20, 1999 - Conexant Systems, Inc. (NASDAQ:
CNXT), announced today that it is acquiring Maker Communications (NASDAQ: MAKR),
of Framingham, Mass., the industry's leading provider of programmable,
high-performance network processors, software solutions and development tools.
The combination will create the industry's broadest portfolio of network
processor and physical layer semiconductor products for the Internet
infrastructure and will enable a level of systems integration unmatched by any
other communications semiconductor company.
In an all-stock transaction, which has been approved by the boards of directors
of both companies, Maker shareholders will receive 0.66 of a share of Conexant
common stock for each share of Maker common stock they own. At Conexant's
closing stock price on Friday, December 17, 1999, the transaction is valued at
approximately $990 million.
"Maker is a pioneer in the network processor market, with real products,
customers and revenue. This acquisition strategically extends Conexant's network
access product portfolio into high value, software-intensive, protocol
processing applications," said Dwight W. Decker, chairman and chief executive
officer of Conexant.
Conexant, through its Network Access Division, provides the industry's broadest
portfolio of physical-layer communications products, including asynchronous
transfer mode (ATM), T1/E1 and T3/E3 carrier, optical
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networking (SONET/SDH), digital subscriber line (DSL), and multi-service voice
and data access concentration.
"Going forward, we expect to provide our customers with an unequaled level of
systems integration as we combine our current physical layer products with
Maker's higher layer protocol processors to deliver high-performance solutions
tailored for the Internet infrastructure, broadband access, and next generation
packet-based telecommunications networks," Decker added.
"Combining forces with a market leader that has the product breadth and
geographical scope of Conexant gives Maker the opportunity to dramatically
expand our network processor business worldwide," said William N. Giudice,
president and chief executive officer of Maker Communications. "The combination
of our two companies will bring our customers a powerful new partner in
designing and supplying the critical product technologies driving broadband
Internet services and content to an exploding subscriber base."
The transaction is subject to customary regulatory approvals and the approval of
Maker's shareholders. Holders of approximately 35% of Maker's outstanding common
stock have executed agreements to vote their shares in favor of the transaction.
The acquisition is expected to close within 90 days.
"This transaction will utilize the purchase method of accounting and is expected
to be slightly dilutive to our fiscal year 2000 earnings, before one-time
charges and goodwill authorization," said Bala Iyer, senior vice president and
chief financial officer of Conexant. "We expect, however, that the acquisition
will become accretive, on a cash earnings basis, within 12 months after closing
the transaction, and we further expect to build the business to an annualized
revenue run-rate of $100 million by the end of calendar 2001."
Note To Analysts and Editors
Conexant and Maker Communications will conduct an analyst telephone conference
today at 9:00 a.m. EST and a telephone press briefing today at 1:00 p.m. EST.
The dial-in numbers for both are (800) 633-8481 (Domestic) and (212) 676-5391
(International). A recorded playback of the analyst teleconference will be
available on Dec. 20, 1999, from 8:00 a.m. PST to 7:00 p.m. PST. To access the
playback, call (800) 633-8284 (Domestic) or (858) 812-6440 (International);
enter reservation number: 13906721.
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
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necessary to produce accretion to cash earnings within 12 months of the close of
the transaction; growth of the market for Maker's products as to achieve an
annualized revenue run rate of $100 million by the end of 2001; 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 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.
About Conexant
With revenues of approximately $1.5 billion, Conexant is the world's largest
independent company focused exclusively on providing semiconductor products and
systems 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 Nasdaq-100 Index, which represents the largest and most active stocks listed
on The Nasdaq Stock Market across major industry groups. For more information,
visit Conexant at www.conexant.com.
About Maker Communications
Founded in 1994, Maker Communications, Inc. is a fabless semiconductor company
that designs, develops and markets high-performance programmable network
processors, development tools and application software for use in a variety of
communications systems including routers, switches, edge devices and access
products. Maker focuses on emerging high-growth segments of the communications
systems market that require sophisticated traffic management and
internetworking. The company's MXT3010 Cell Processor and related software
target the high performance segment of the
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ATM market. The MXT4000 Traffic Stream Processor family and related software
provides a complete solution for building Packet-over-SONET and ATM core
networking equipment. The new MXT5100 Edge Stream Processor and software address
the growing market for flexible multi-service access equipment. Maker
Communications is based in Framingham, Massachusetts, and on the Web at
http://www.maker.com.
