Filed Pursuant to Rule 424(b)(3)
Registration No. 333-48270
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 6, 2000)
CONEXANT SYSTEMS, INC.
2,075,260 SHARES
OF
COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
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This prospectus supplement should be read in conjunction with the
prospectus dated November 6, 2000, which is to be delivered with this prospectus
supplement. The information in the third, fourth and fifth paragraphs appearing
under the heading "Selling Securityholders" on pages 34 and 35 of the prospectus
is superseded by the following:
The following table sets forth information with respect to the selling
securityholders and the shares of common stock beneficially owned by each
selling securityholder that may be offered pursuant to this prospectus. The
information is based on information provided by or on behalf of the selling
securityholders. The information is as of October 18, 2000 for Ericsson
Microelectronics AB and November 17, 2000 for other selling securityholders
listed in the table. The selling securityholders may offer all, some or
none of the shares of common stock. Because the selling securityholders may
offer all or some portion of the common stock, we cannot estimate the
amount of the common stock that will be held by the selling securityholders
upon termination of any of these sales. In addition, the selling
securityholders identified below may have sold, transferred or otherwise
disposed of all or a portion of their shares of common stock since the date
on which they provided the information regarding their shares. No selling
securityholder named in the table below beneficially owns one percent or
more of our common stock based on 230,727,338 shares of common stock
outstanding on October 27, 2000.
<PAGE>
SHARES OF SHARES OF
COMMON STOCK OWNED COMMON STOCK
NAME PRIOR TO THE OFFERING OFFERED HEREBY
------------------------------ --------------------- --------------
A.B. Barcom Holding Ltd....... 209,006 209,006
Moshe Bar-Lev................. 4,384 4,384
Nadav Barnea.................. 1,461 1,461
C. Mer Industries Ltd......... 382,123 382,123
Peggy Jean DiMauro............ 2,923 2,923
Ericsson Microelectronics AB.. 805,510 805,510
Moshiko Levhar................ 5,846 5,846
Avishay Noam.................. 211,447 211,447
Margalit Noam................. 14,615 14,615
Novacom Technologies Ltd...... 271,561 271,561
Novest Ltd.................... 105,716 105,716
Oliben Ltd.................... 4,384 4,384
TOTAL:........................ 2,018,976 2,018,976
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Novacom Technologies Ltd., Ericsson Microelectronics AB and C. Mer
Industries Ltd. are parties to the Share and Option Sale and Purchase
Agreement dated as of July 19, 2000 with Conexant and Novanet and a
Registration Rights Agreement dated as of September 22, 2000 with Conexant.
All of the shares received by Novacom Technologies Ltd., Ericsson
Microelectronics AB and C. Mer Industries Ltd. at the closing of the
Novanet acquisition transaction or by other selling securityholders and C.
Mer Industries Ltd. from Novacom Technologies Ltd. were "restricted
securities" under the Securities Act.
Information concerning other selling securityholders will be set forth
in prospectus supplements from time to time, if required.
INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PLEASE
CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 2 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 THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this prospectus supplement is November 22, 2000
