<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-32468
PROSPECTUS SUPPLEMENT NO. 4
(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. 4 supplements and amends the Prospectus
dated March 14, 2000, the Prospectus Supplement dated April 7, 2000, Prospectus
Supplement No. 2 dated April 14, 2000 and Prospectus Supplement No. 3 dated
April 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
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 deletion from the Prospectus Supplement dated April 7, 2000 of:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
NOTES COMMON COMMON
BENEFICIALLY PERCENTAGE STOCK OWNED STOCK
OWNED AND OF NOTES PRIOR TO THE OFFERED
NAME OFFERED HEREBY OUTSTANDING OFFERING HEREBY
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
"Diversified Arb Fund $ 575,000 * 5,324 5,324"
"General Motors - LT $ 325,000 * 3,009 3,009"
"General Motors Welfare Benefit Trust Arb Fund $ 675,000 * 6,250 6,250"
"Market Neutral Arb Fund $ 675,000 * 6,250 6,250"
and the substitution therefor of:
"Salomon Brothers Asset Management Inc. $ 2,250,000 * 20,833 20,833"
</TABLE>
The table on the Prospectus Supplement dated April 14, 2000, is hereby
amended as follows:
The deletion from the Prospectus Supplement dated April 14, 2000 of:
<TABLE>
<S> <C> <C> <C> <C>
"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"
"Deutsche Bank $ 1,085,000 * 10,046 10,046"
"First Union $ 170,000 * 1,574 1,574"
"Investor's Bank $ 13,060,000 2.0% 120,925 120,925"
"Northern Trust $ 13,855,000 2.1% 128,287 128,287"
"State Street $ 2,285,000 * 21,157 21,157"
"Union Bank $ 1,285,000 * 11,898 11,898"
and the substitution therefor of:
"The TCW Group, Inc. $ 32,275,000 * 298,842 298,842"
"UBS AG London Branch $150,150,000 23.1% 1,390,277 1,390,277"
</TABLE>
<PAGE> 2
The table on the Prospectus Supplement dated April 21, 2000, is hereby
amended as follows:
The deletion from the Prospectus Supplement dated April 21, 2000 of:
<TABLE>
<S> <C> <C> <C> <C>
"Bank One $ 295,000 * 2,731 2,731"
"Bear Sterns Securities Corp $ 55,650,000 8.6% 515,277 515,277"
"Chase Manhattan Bank $ 238,000 * 2,203 2,203"
"Depository Trust Co $ 1,000,000 * 9,259 9,259"
"Deutsche Bank $ 448,000(1) * 14,194(1) 14,194"
"First Union $ 179,000(2) * 3,231(2) 3,231"
"Gerlach & Co $ 250,000 * 2,314 2,314"
"IFTCO $ 800,000 * 7,407 7,407"
"Mellon Trust $ 193,000 * 1,787 1,787"
"Northern Trust $ 429,000(3) 2.2% 132,259(3) 132,259"
"Patterson & Co $ 200,000 * 1,851 1,851"
"State Street Bank & Trust $ 2,123,000(4) * 40,814(4) 40,814"
</TABLE>
- --------------
(1) This amount excludes $1,085,000 principal amount of registered notes and the
common stock into which those notes are convertible which were included in
the $1,533,000 principal amount of registered notes and the common stock
into which those notes are convertible in the Prospectus Supplement dated
April 21, 2000. The excluded $1,085,000 principal amount of registered notes
and the common stock into which those notes are convertible were initially
included on the Prospectus Supplement dated April 14, 2000, which Prospectus
Supplement has been amended in the preceding table registering said
principal amount of $1,085,000 and the common stock into which those notes
are convertible under the name of The TCW Group, Inc.
(2) This amount excludes $170,000 principal amount of registered notes and the
common stock into which those notes are convertible which were included in
the $349,000 principal amount of registered notes and the common stock into
which those notes are convertible in the Prospectus Supplement dated April
21, 2000. The excluded $170,000 principal amount of registered notes and the
common stock into which those notes are convertible were initially included
on the Prospectus Supplement dated April 14, 2000, which Prospectus
Supplement has been amended in the preceding table registering said
principal amount of $170,000 and the common stock into which those notes are
convertible under the name of The TCW Group, Inc.
(3) This amount excludes $13,855,000 principal amount of registered notes and
the common stock into which those notes are convertible which were included
in the $14,284,000 principal amount of registered notes and the common stock
into which those notes are convertible in the Prospectus Supplement dated
April 21, 2000. The excluded $13,855,000 principal amount of registered
notes and the common stock into which those notes are convertible were
initially included on the Prospectus Supplement dated April 14, 2000, which
Prospectus Supplement has been amended in the preceding table registering
said principal amount of $13,855,000 and the common stock into which those
notes are convertible under the name of The TCW Group, Inc.
(4) This amount excludes $2,285,000 principal amount of registered notes and the
common stock into which those notes are convertible which were included in
the $4,408,000 principal amount of registered notes and the common stock
into which those notes are convertible in the Prospectus Supplement dated
April 21, 2000. The excluded $2,285,000 principal amount of registered notes
and the common stock into which those notes are convertible were initially
included on the Prospectus Supplement dated April 14, 2000, which Prospectus
Supplement has been amended in the preceding table registering said
principal amount of $2,285,000 and the common stock into which those notes
are convertible under the name of The TCW Group, Inc.
<PAGE> 3
and the substitution therefor of:
<TABLE>
<S> <C> <C> <C> <C>
"Attorney's Title Insurance Fund, Inc. $ 200,000 * 1,851 1,851"
"1976 Distribution Trust FBO Aerin $ 18,000 * 166 166"
Lauder/Zinterhoffer
"1976 Distribution Trust FBO Jane A. Lauder $ 18,000 * 166 166"
"Bear Stearns & Co Inc. $ 15,650,000(1) 2.4% 144,907(1) 144,907"
"BVI Social Security Board $ 51,000 * 472 472"
"Canyon Value Realization (Cayman) Ltd. $ 21,280,000 3.3% 197,037 197,037"
"City University of New York $ 93,000 * 861 861"
"Delphi Financial Group, Inc. $ 940,000 * 8,703 8,703"
"Grable Foundation $ 184,000 * 1,703 1,703"
"Grady Hospital $ 139,000 * 1,287 1,287"
"Independence Blue Cross (KHPE)) $ 179,000 * 1,657 1,657"
"Local Initiatives Support Corporation $ 58,000 * 537 537"
"Maryland State Retirement System $ 1,984,000 * 18,370 18,370"
"Merrill Lynch Insurance Group $ 448,000 * 4,148 4,148"
"New Orleans Firefighters Pension Trust $ 145,000 * 1,342 1,342"
"Occidental Petroleum $ 245,000 * 2,268 2,268"
"Ohio Bureau of Workers Compensation $ 150,000 * 1,388 1,388"
"Pacific Specialty (Convertibles) $ 250,000 * 2,314 2,314"
"Pimco Total Return Fund $ 800,000 * 7,407 7,407"
"SG Cowen Securities Corp $ 1,000,000 * 9,259 9,259"
"Shell Pension Trust $ 193,000 * 1,787 1,787"
"Value Realization Fund B, LP $ 1,120,000 * 10,370 10,370"
"Value Realization Fund, LP $ 16,660,000 2.6% 154,259 154,259"
</TABLE>
- -----------------
(1) Represents an aggregate principal amount of notes which includes $15,250,000
previously registered on the Prospectus Supplement filed April 7, 2000 and
the common stock into which those notes are convertible and $400,000
previously registered on the Prospectus Supplement filed April 21, 2000 and
the common stock into which those notes are convertible.
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 COMMON COMMON
BENEFICIALLY PERCENTAGE STOCK OWNED STOCK
OWNED AND OF NOTES PRIOR TO THE OFFERED
NAME OFFERED HEREBY OUTSTANDING OFFERING HEREBY
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Allstate Insurance Company $ 3,500,000 * 32,407 32,407
CIBC World Markets International Arbitrage Corp. $10,000,000 1.5% 92,592 92,592
Granville Capital Corporation $14,000,000 2.2% 129,629 129,629
OZ Master Fund, Ltd. $ 7,000,000 1.1% 64,814 64,814
</TABLE>
- -----------------
*Less than one percnet.
For purposes of clarity, the following table restates, as of April 28,
2000, the total respective principal amount of convertible notes, beneficially
owned and offered hereby by each selling securityholder, the common stock owned
by each selling securityholder prior to the offering and the common stock
issuable upon conversion of such convertible notes, which may be sold from time
to time by such selling securityholder pursuant to the Prospectus. Such
information has been obtained from the selling securityholders.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
NOTES COMMON COMMON
BENEFICIALLY PERCENTAGE STOCK OWNED STOCK
OWNED AND OF NOTES PRIOR TO THE OFFERED
NAME OFFERED HEREBY OUTSTANDING OFFERING HEREBY
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1976 Distribution Trust FBO Aerin $ 18,000 * 166 166
Lauder/Zinterhoffer
1976 Distribution Trust FBO Jane A. Lauder $ 18,000 * 166 166
ABN-AMRO Inc. $ 2,750,000 * 25,462 25,462
Allstate Insurance Company $ 3,500,000 * 32,407 32,407
Aragon Investments Ltd. $ 70,000 * 648 648
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 PERS $ 5,255,000 * 48,657 48,657
Arkansas Teachers Retirement System $ 4,877,000 * 45,157 45,157
Attorney's Title Insurance Fund, Inc. $ 200,000 * 1,851 1,851
Baptist Health of South Florida $ 231,000 * 2,138 2,138
BBT Fund, L.P. $ 10,000,000 1.5% 92,592 92,592
Bear Stearns Securities Corp $ 15,650,000 2.4% 144,907 144,907
Boston Museum of Fine Arts $ 190,000 * 1,759 1,759
Bull HN Information Systems, Inc. $ 250,000 * 2,314 2,314
Burroughs Wellcome Fund $ 250,000 * 2,314 2,314
BVI Social Security Board $ 51,000 * 472 472
Canyon Value Realization (Cayman) Ltd. $ 21,280,000 3.3% 197,037 197,037
Champion International Corporation $ 800,000 * 7,407 7,407
CIBC World Markets International Arbitrage Corp. $ 10,000,000 1.5% 92,592 92,592
Citadel Trading Group LLC $ 40,000 * 370 370
City University of New York $ 93,000 * 861 861
Cornell University $ 1,250,000 * 11,574 11,574
Credit Suisse First Boston Corporation $ 53,500,000 8.2% 495,370 495,370
CSX Pension Plan $ 650,000 * 6,018 6,018
Delaware PERS $ 3,345,000 * 30,972 30,972
Delphi Financial Group, Inc. $ 940,000 * 8,703 8,703
Delta Air Lines Master Trust $ 445,000 * 4,120 4,120
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 $ 4,270,000 * 39,537 39,537
Balanced Fund
Fidelity Financial Trust: Fidelity Convertible $ 12,250,000 1.9% 113,425 113,425
Securities Fund
Fidelity Management Trust Company on behalf of $ 2,270,000 * 21,018 21,018
accounts managed by it
First Republic Bank $ 140,000 * 1,296 1,296
FirstEnergy System Master Retirement Trust $ 500,000 * 4,629 4,629
Grable Foundation $ 184,000 * 1,703 1,703
Grady Hospital $ 139,000 * 1,287 1,287
Granville Capital Corporation $ 14,000,000 2.2% 129,629 129,629
Holy Cross Health System Corporation $ 250,000 * 2,314 2,314
Hull Overseas, Ltd. $ 0 - 0 0
ICI American Holdings Trust $ 2,475,000 * 22,916 22,916
Independence Blue Cross (KHPE) $ 179,000 * 1,657 1,657
Island Holdings $ 75,000 * 694 694
J.M. Hull Associates $ 0 - 0 0
Jackson Investment Fund Ltd. $ 1,155,000 * 10,694 10,694
JMG Convertible Investments, LP $ 1,500,000 * 13,888 13,888
Kauffman Foundation $ 500,000 * 4,629 4,629
Lehman Brothers Intl. Europe $ 25,000,000 3.9% 231,481 231,481
Local Initiatives Support Corporation $ 58,000 * 537 537
Maryland State Retirement System $ 1,984,000 * 18,370 18,370
Merrill Lynch Insurance Group $ 448,000 * 4,148 4,148
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
NOTES COMMON COMMON
BENEFICIALLY PERCENTAGE STOCK OWNED STOCK
OWNED AND OF NOTES PRIOR TO THE OFFERED
NAME OFFERED HEREBY OUTSTANDING OFFERING HEREBY
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Midwest Operating Engineers Pension Trust Fund $ 750,000 * 6,944 6,944
Morgan Stanley Dean Witter $ 12,000,000 1.9% 111,111 111,111
Motion Picture Industry Health Plan - Active
Member Fund $ 140,000 * 1,296 1,296
Motion Picture Industry Health Plan - Retiree $ 0 * 0 0
Member Fund
Nebraska Investment Council (Endowment) $ 250,000 * 2,314 2,314
Nebraska Investment Council (Pension) $ 750,000 * 6,944 6,944
New Orleans Firefighters Pension Trust $ 145,000 * 1,342 1,342
Nicholas-Applegate Convertible Fund $ 1,493,000 * 13,824 13,824
Occidental Petroleum $ 245,000 * 2,268 2,268
OCM Convertible Trust $ 0 - 0 0
Ohio Bureau of Workers Compensation $ 150,000 * 1,388 1,388
Olin Corporation $ 500,000 * 4,629 4,629
Onyx Fund Holdings, LDC $ 4,000,000 * 37,037 37,037
Oregon Retail Employees Pension Trust $ 400,000 * 3,703 3,703
OZ Master Fund, Ltd. $ 7,000,000 1.1% 64,814 64,814
Pace Strategic Axed Income Investments $ 500,000 * 4,629 4,629
Pacific Specialty (Convertibles) $ 250,000 * 2,314 2,314
Partner Reinsurance Company Ltd $ 250,000 * 2,314 2,314
Physicians Life $ 518,000 * 4,796 4,796
Pilgrim Convertible Fund $ 5,946,000 * 55,055 55,055
Pimco Total Return Fund $ 800,000 * 7,407 7,407
Pimco Trust Company Moderate Duration Fund $ 250,000 * 2,314 2,314
Pimco Trust Company Total Return Fund $ 250,000 * 2,314 2,314
Prim Board $ 2,875,000 * 26,620 26,620
Quattro Fund Ltd. $ 750,000 * 6,944 6,944
Ratheon Master Pension Fund $ 500,000 * 4,629 4,629
Robertson Stephens $ 4,000,000 * 37,037 37,037
Salomon Brothers Asset Management, Inc. $ 2,250,000 *
San Diego City Retirement $ 1,326,000 * 12,277 12,277
San Diego County Convertible $ 3,190,000 * 29,537 29,537
SG Cowen Securities Corp $ 1,000,000 * 9,259 9,259
Shell Pension Trust $ 193,000 * 1,787 1,787
State of Connecticut Combined Investment Funds $ 165,000 * 1,527 1,527
State of Oregon Equity $ 7,200,000 1.1% 66,666 66,666
Stichting Pensioenfonds ABP $ 500,000 * 4,629 4,629
Teachers Insurance and Annuity Association of $ 6,000,000 * 55,555 55,555
America
The Lutheran Church - Missouri Synod Foundation $ 250,000 * 2,314 2,314
The TCW Group, Inc. $ 32,275,000 5.0% 298,842 298,842
Triton Capital Investments, Ltd. $ 1,500,000 * 13,888 13,888
UBS AG London Branch $150,150,000 23.1% 1,390,277 1,390,277
University & Community College System $ 250,000 * 2,314 2,314
UPS Retirement Plan Total Return Account $ 500,000 * 4,629 4,629
US Trust Company, Custodian, FCI Pimco $ 250,000 * 2,314 2,314
Value Realization Fund B, LP $ 1,120,000 * 10,370 10,370
Value Realization Fund, LP $ 16,660,000 2.6% 154,259 154,259
Vanguard Convertible Securities Fund, Inc. $ 2,500,000 * 23,148 23,148
Variable Insurance Products Fund III: Balanced $ 460,000 * 4,259 4,259
Portfolio
Wake Forest University $ 1,601,000 * 14,824 14,824
White River Securities LLC $ 15,250,000 2.4% 141,203 141,203
Workers' Compensation Reinsurance Association $ 450,000 * 4,166 4,166
Writers Guild-Industry Health Fund $ 412,000 * 3,814 3,814
Zeneca Holdings Trust $ 1,355,000 * 12,546 12,546
Any other holder of notes or future transferee
from any such holders $145,040,000 22.3% 1,342,962 1,342,962
</TABLE>
- -------------------
* 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 28, 2000.
