<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-K
----------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JULY 19, 2000
CONEXANT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-24923 25-1799439
(State or jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4311 JAMBOREE ROAD
NEWPORT BEACH, CA 92660
(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)
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS.
On July 19, 2000, Conexant Systems, Inc. ("Conexant") announced that it has
agreed to acquire NetPlane Systems, Inc. of Dedham, Massachusetts. The press
release dated July 19, 2000 announcing this transaction is filed as Exhibit 99.1
hereto and incorporated herein by reference.
Also on July 19, 2000, Conexant announced that it has agreed to acquire Novanet
Semiconductor Ltd. of Ra'anana, Israel. The press release dated July 19, 2000
announcing this transaction is filed as Exhibit 99.2 hereto and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
99.1 Press release dated July 19, 2000 relating to a definitive
agreement for the acquisition of NetPlane Systems, Inc. by
Conexant Systems, Inc.
99.2 Press release dated July 19, 2000 relating to a definitive
agreement for the acquisition of Novanet Semiconductor Ltd.
by Conexant Systems, Inc.
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)
Dated: July 21, 2000 By /s/ Dennis E. O'Reilly
----------------------------------
Dennis E. O'Reilly
Senior Vice President,
General Counsel and Secretary
<PAGE> 3
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
-------- ----------- ------------
99.1 Press release dated July 19, 2000 relating to a
definitive agreement for the acquisition of NetPlane
Systems, Inc. by Conexant Systems, Inc.
99.2 Press release dated July 19, 2000 relating to a
definitive agreement for the acquisition of Novanet
Semiconductor Ltd. by Conexant Systems, Inc.