<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-32468
PROSPECTUS SUPPLEMENT NO. 6
(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. 6 supplements and amends the Prospectus
dated March 14, 2000, the Prospectus Supplement dated April 7, 2000, Prospectus
Supplement No. 2 dated April 14, 2000, Prospectus Supplement No. 3 dated April
21, 2000, Prospectus Supplement No. 4 dated April 28, 2000 and Prospectus
Supplement No. 5 dated May 5, 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 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>
COMMON
PRINCIPAL AMOUNT OF COMMON STOCK OWNED STOCK
NOTES BENEFICIALLY PERCENTAGE OF PRIOR TO THE OFFERED
NAME OWNED AND OFFERED NOTES OUTSTANDING OFFERING HEREBY
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jefferies & Company $ 5,000,000 * 46,296 46,296
KBC Financial Products $ 4,000,000 * 37,037 37,037
Kentfield Trading Ltd. $10,610,000 1.6% 98,240 98,240
Prudential Securities $ 80,000 * 740 740
St. Thomas Trading Ltd. $ 430,000 * 3,981 3,981
Transamerica Life Insurance & Annuity Company $10,000,000 1.5% 92,592 92,592
Transamerica Premier High Yield Fund $ 1,500,000 * 13,888 13,888
Any other holder of notes or future transferee
from any such holder $84,620,000 13.0% 783,518 783,518
</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 May 12, 2000.
