Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Conexant Systems, Inc.
(Exact name of registrant as specified in its charter)
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Delaware 25-1799439
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4311 Jamboree Road
Newport Beach, California 92660-3095
(Address of Principal Executive Offices) (Zip Code)
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Philsar Semiconductor Inc. Stock Option Plan
(Full title of the plan)
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DENNIS E. O'REILLY, ESQ.
Senior Vice President, General Counsel
and Secretary
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
(Name and address of agent for service)
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(949) 483-4600
(Telephone number, including area code, of agent for service)
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Copy to:
PETER R. KOLYER, ESQ.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
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Calculation of Registration Fee
<TABLE>
<CAPTION>
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Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
Title of securities to be registered registered (1) price per unit (2) offering price (2) registration fee
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<S> <C> <C> <C> <C>
Common Stock, par value $1 per share
(including the associated Preferred
Share Purchase Rights).............. 406,795 shares $44.90625 $18,267,638 $4,823
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</TABLE>
(1) The shares of Common Stock set forth in the Calculation of Registration Fee
table and which may be offered pursuant to this Registration Statement
include, pursuant to Rule 416 under the Securities Act of 1933, as amended
(the "Securities Act"), such additional number of shares of the
Registrant's Common Stock as may become issuable as a result of any stock
splits, stock dividends or similar events.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act, based upon the average of the high
and low prices of the Common Stock on June 12, 2000, as reported on The
Nasdaq Stock Market, Inc. National Market System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by reference and
made a part hereof:
(a) Annual Report on Form 10-K of Conexant Systems, Inc. (the
"Company") for the year ended September 30, 1999 (including
the portions of the Proxy Statement for the Company's 2000
Annual Meeting of Shareowners that are incorporated therein by
reference);
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1999;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000;
(d) The Company's Current Report on Form 8-K dated January 4,
2000, as amended by the Company's Current Report on Form 8-K/A
dated January 11, 2000;
(e) The Company's Current Report on Form 8-K dated February 16,
2000;
(f) The Company's Current Report on Form 8-K dated March 10, 2000;
(g) The Company's Current Report on Form 8-K dated April 3, 2000;
(h) The Company's Current Report on Form 8-K dated April 12, 2000;
(i) The Company's Current Report on Form 8-K dated May 17, 2000;
(j) The Company's Current Report on Form 8-K dated May 23, 2000;
(k) The Company's Current Report on Form 8-K dated May 30, 2000;
and
(l) The description of the Company's Common Stock contained in
Item 11 of the Company's Registration Statement on Form 10, as
amended (File No. 000-24923), dated December 1, 1998, as
amended by Part II, Item 2 of the
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Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes that statement. Any such statement so
modified or superseded shall not constitute a part of this Registration
Statement, except as so modified or superseded.
Item 4. Description of Securities.
This Item is not applicable.
Item 5. Interests of Named Experts and Counsel.
Dennis E. O'Reilly, Esq., who has passed upon the legality of any newly
issued shares of Common Stock of the Company covered by this registration
statement, is Senior Vice President, General Counsel and Secretary of the
Company.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors for breach of their
fiduciary duty of care, subject to certain limitations. Our restated certificate
of incorporation provides that our directors are not liable to the Company or
its shareowners for monetary damages for breach of fiduciary duty as a director,
except for liability (1) for any breach of the director's duty of loyalty to the
Company or its shareowners, (2) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (3) for willful or
negligent violation of the laws governing the payment of dividends or the
purchase or redemption of stock or (4) for any transaction from which a director
derived an improper personal benefit.
The Delaware General Corporation Law provides for indemnification of
directors, officers, employees and agents subject to certain limitations. Our
by-laws and the appendix thereto provide for the indemnification of our
directors, officers, employees and agents to the extent permitted by Delaware
law. Our directors and officers are insured against certain liabilities for
actions taken in such capacities, including liabilities under the Securities
Act.
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Item 7. Exemption from Registration Claimed.
This Item is not applicable.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Company, filed as Exhibit
4.1 to the Company's Registration Statement on Form S-8 (Registration
No. 333-68755) (the "Savings Plan Form S-8"), is incorporated herein by
reference.
4.2 Amendment to Restated Certificate of Incorporation of the Company,
filed as Exhibit 4.a.2 to the Company's Registration Statement on Form
S-3 (Registration No. 333-30596), is incorporated herein by reference.
4.3 Amended By-Laws of the Company, filed as Exhibit 4.2 to the Savings
Plan Form S-8, is incorporated herein by reference.
4.4 Specimen certificate for the Company's Common Stock, par value $1 per
share, filed as Exhibit 4.3 to the Company's Registration Statement on
Form 10 (File No. 000-24923), is incorporated herein by reference.
4.5 Rights Agreement, dated as of November 30, 1998, by and between the
Company and ChaseMellon Shareholder Services, L.L.C., as rights agent,
filed as Exhibit 4.4 to the Savings Plan Form S-8, is incorporated
herein by reference.
4.6 First Amendment to Rights Agreement, dated as of December 9, 1999,
filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1999, is incorporated herein by
reference.
4.7.1 Philsar Semiconductor Inc. Stock Option Plan, dated December 18, 1997.
4.7.2 Philsar Semiconductor Inc. Stock Option Plan, as amended January 5,
1998.
4.7.3 Philsar Semiconductor Inc. Stock Option Plan, as amended August 13,
1998.
4.7.4 Philsar Semiconductor Inc. Stock Option Plan, as amended November 9,
1998.
4.7.5 Philsar Semiconductor Inc. Stock Option Plan, as amended October 21,
1999.
4.7.6 Philsar Semiconductor Inc. Stock Option Plan, as amended March 9, 2000.
5 Opinion of Dennis E. O'Reilly, Esq., Senior Vice President, General
Counsel and Secretary of the Company, as to the legality of any newly
issued shares of Common Stock of the Company covered by this
Registration Statement.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
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23.2 Consent of Arthur Andersen LLP, independent public accountants.
23.3 Consent of Dennis E. O'Reilly, Esq., contained in his opinion filed as
Exhibit 5 to this Registration Statement.
23.4 Consent of Chadbourne & Parke LLP.
23.5 Consent of McCarthy Tetrault.
24 Power of Attorney authorizing certain persons to sign this Registration
Statement on behalf of certain directors and officers of the Company,
filed as Exhibit 24 to the Company's Registration Statement on Form S-3
(Registration No. 333-38890), is incorporated herein by reference.
Item 9. Undertakings.
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
this Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed with or furnished
to the Commission by the Company pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
B. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the provisions described above, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on the 13th day
of June, 2000.
CONEXANT SYSTEMS, INC.
By /s/ DWIGHT W. DECKER
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(Dwight W. Decker, Chairman and
Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 13th day of June, 2000 by the
following persons in the capacities indicated:
Signature Title
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DWIGHT W. DECKER* Chairman of the Board and Chief Executive Officer
(principal executive officer) and Director
DONALD R. BEALL* Director
F. CRAIG FARRILL* Director
JERRE L. STEAD* Director
BALAKRISHNAN S. IYER* Senior Vice President and Chief Financial Officer
(principal financial officer)
STEVEN M. THOMSON* Vice President and Controller
(principal accounting officer)
*By /s/ DENNIS E. O'REILLY
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(Dennis E. O'Reilly, Attorney-in-fact)**
** By authority of the power of attorney filed as Exhibit 24 to this
Registration Statement.
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EXHIBIT INDEX
Exhibit
Number Page
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4.1 Restated Certificate of Incorporation of the Company, filed
as Exhibit 4.1 to the Company's Registration Statement on
Form S-8 (Registration No. 333-68755) (the "Savings Plan
Form S-8"), is incorporated herein by reference.
4.2 Amendment to Restated Certificate of Incorporation of the
Company, filed as Exhibit 4.a.2 to the Company's
Registration Statement on Form S-3 (Registration No.
333-30596), is incorporated herein by reference.
4.3 Amended By-Laws of the Company, filed as Exhibit 4.2 to the
Savings Plan Form S-8, is incorporated herein by reference.
4.4 Specimen certificate for the Company's Common Stock, par value
$1 per share, filed as Exhibit 4.3 to the Company's Registration
Statement on Form 10 (File No. 000-24923), is incorporated
herein by reference.
4.5 Rights Agreement, dated as of November 30, 1998, by and between
the Company and ChaseMellon Shareholder Services, L.L.C., as
rights agent, filed as Exhibit 4.4 to the Savings Plan Form
S-8, is incorporated herein by reference.
4.6 First Amendment to Rights Agreement, dated as of December 9,
1999, filed as Exhibit 4.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1999, is
incorporated herein by reference.
4.7.1 Philsar Semiconductor Inc. Stock Option Plan, dated December 18,
1997.
4.7.2 Philsar Semiconductor Inc. Stock Option Plan, as amended
January 5, 1998.
4.7.3 Philsar Semiconductor Inc. Stock Option Plan, as amended
August 13, 1998.
4.7.4 Philsar Semiconductor Inc. Stock Option Plan, as amended
November 9, 1998.
4.7.5 Philsar Semiconductor Inc. Stock Option Plan, as amended
October 21, 1999.
4.7.6 Philsar Semiconductor Inc. Stock Option Plan, as amended
March 9, 2000.
5 Opinion of Dennis E. O'Reilly, Esq., Senior Vice President,
General Counsel and Secretary of the Company, as to the
legality of any newly issued shares of Common Stock of the
Company covered by this Registration Statement.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Arthur Andersen LLP, independent public accountants.
<PAGE>
23.3 Consent of Dennis E. O'Reilly, Esq., contained in his opinion
filed as Exhibit 5 to this Registration Statement.
23.4 Consent of Chadbourne & Parke LLP.
23.5 Consent of McCarthy Tetrault
24 Power of Attorney authorizing certain persons to sign this
Registration Statement on behalf of certain directors and
officers of the Company, filed as Exhibit 24 to the Company's
Registration Statement on Form S-3 (Registration No. 333-38890),
is incorporated herein by reference.
