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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-32468
PROSPECTUS SUPPLEMENT NO. 14
(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. 14 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,
Prospectus Supplement No. 5 dated May 5, 2000, Prospectus Supplement No. 6 dated
May 12, 2000, Prospectus Supplement No. 7 dated May 18, 2000, Prospectus
Supplement No. 8 dated May 26, 2000, Prospectus Supplement No. 9 dated June 1,
2000, Prospectus Supplement No. 10 dated June 9, 2000, Prospectus Supplement No.
11 dated June 16, 2000, Prospectus Supplement No. 12 dated July 7, 2000 and
Prospectus Supplement No. 13 dated August 4, 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 table on the Prospectus Supplement dated June 9, 2000, is
hereby amended as follows:
The deletion from the Prospectus Supplement dated June 9, 2000
of:
<TABLE>
<S> <C> <C> <C> <C>
Morgan Stanley Dean Witter Convertible
Securities Trust $2,000,000 * 18,518 18,518
and the substitution therefor of:
Morgan Stanley Dean Witter Convertible
Securities Trust $1,000,000 * 9,259 9,259
</TABLE>
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>
BP Amoco PLC Master Trust $ 241,000 * 2,231 2,231
Hotel Union & Hotel Industry of Hawaii $ 440,000 * 4,074 4,074
ITG Inc. $ 190,000 * 1,759 1,759
Morgan Stanley Dean Witter Convertible
Securities Trust $ 3,000,000(1) * 27,777 27,777
Robertson Stephens $14,000,000(2) 2.15% 129,629 129,629
Any other holder of notes or future
transferee from any such holder $ 1,685,000 * 15,601 15,601
</TABLE>
* Less than one percent.
(1) Represents an aggregate principal amount of notes originally registered
on the Prospectus Supplement filed June
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9, 2000 and subsequently amended to a principal amount of $1,000,000 on
the Prospectus Supplement filed August 18, 2000 and the common stock
into which those notes are convertible.
(2) Represents an aggregate principal amount of notes which includes
$4,000,000 previously registered on the Prospectus Supplement filed
April 21, 2000 and the common stock into which those notes are
convertible and $2,000,000 previously registered on the Prospectus
Supplement filed June 9, 2000 and the common stock into which those
notes are convertible.
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 August 18, 2000.
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