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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 18, 1999
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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 18, 1999, Conexant Systems, Inc. ("Conexant" or the "Company"), a
Delaware corporation, Maker Communications, Inc. ("Maker"), a Delaware
corporation, and Merlot Acquisition Corporation ("Merger Sub"), a Delaware
corporation and wholly-owned subsidiary of Conexant, entered into an Agreement
and Plan of Merger, dated as of December 18, 1999 (the "Merger Agreement"),
pursuant to which, among other things, Maker will merge with and into Merger
Sub, with Maker as the surviving corporation (the "Merger"). The total
consideration for the acquisition of Maker will be approximately $990 million,
to be paid in the form of 0.66 share of common stock, par value of $1.00 per
share, of Conexant in exchange for each share of Maker common stock, par value
of $0.01 per share.
The transaction is subject to customary regulatory approvals and the approval of
Maker's shareholders. Holders of approximately 35% of Maker's outstanding common
stock have executed agreements to vote their shares in favor of the transaction.
The press release announcing this transaction is filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The required financial statements are not currently available. Pursuant to
paragraph (a) (4) of Item 7, the required financial statements will be filed as
soon as practicable, but not later than 60 days after the date this Form 8-K is
required to be filed.
(b) Proforma Financial Information
The required pro forma financial information is not currently available.
Pursuant to paragraph (b) (2) of Item 7, the required proforma financial
information will be filed as soon as practicable, but not later than 60 days
after the date this Form 8-K is required to be filed.
(c) Exhibits
99.1 Press Release dated December 20, 1999 relating to a definitive
agreement for the acquisition of Maker Communications, Inc. by Conexant
Systems, Inc.
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SIGNATURES
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)
Date: January 4, 2000 By /s/ DENNIS E. O'REILLY
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Dennis E. O'Reilly
Senior Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.1 Press Release dated December 20, 1999 relating to a definitive
agreement for the acquisition of Maker Communications, Inc. by
Conexant Systems, Inc.
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EXHIBIT 99.1
Conexant editorial contact: Conexant investor relations contact:
- --------------------------- ------------------------------------
Carol Thornton Mike Cortright
Conexant Systems, Inc. Conexant Systems, Inc.
(949) 483-7413 (949) 483-6773
[email protected] [email protected]
Maker editorial contact: Maker investor relations contact:
- ------------------------ ---------------------------------
Roman Kichorowsky Michael Rubino
Director, Marketing Communications Vice President of Finance and CFO
Maker Communications Maker Communications
(508) 766-3257 (508) 766-3268
[email protected] [email protected]
CONEXANT TO ACQUIRE MAKER COMMUNICATIONS
Combined company will be the leading provider of
network processing and physical layer
semiconductor products for the
Internet infrastructure
NEWPORT BEACH, Calif., December 20, 1999 - Conexant Systems, Inc. (NASDAQ:
CNXT), announced today that it is acquiring Maker Communications (NASDAQ: MAKR),
of Framingham, Mass., the industry's leading provider of programmable,
high-performance network processors, software solutions and development tools.
The combination will create the industry's broadest portfolio of network
processor and physical layer semiconductor products for the Internet
infrastructure and will enable a level of systems integration unmatched by any
other communications semiconductor company.
In an all-stock transaction, which has been approved by the boards of directors
of both companies, Maker shareholders will receive 0.66 of a share of Conexant
common stock for each share of Maker common stock they own. At Conexant's
closing stock price on Friday, December 17, 1999, the transaction is valued at
approximately $990 million.
"Maker is a pioneer in the network processor market, with real products,
customers and revenue. This acquisition strategically extends Conexant's network
access product portfolio into high value, software-intensive, protocol
processing applications," said Dwight W. Decker, chairman and chief executive
officer of Conexant.
Conexant, through its Network Access Division, provides the industry's broadest
portfolio of physical-layer communications products, including asynchronous
transfer mode (ATM), T1/E1 and T3/E3 carrier, optical networking (SONET/SDH),
digital subscriber line (DSL), and multi-service voice and data access
concentration.
"Going forward, we expect to provide our customers with an unequaled level of
systems integration as we combine our current physical layer products with
Maker's higher layer protocol processors to deliver high-performance solutions
tailored for the Internet infrastructure, broadband access, and next generation
packet-based telecommunications networks," Decker added.
"Combining forces with a market leader that has the product breadth and
geographical scope of Conexant gives Maker the opportunity to dramatically
expand our network processor business worldwide," said William N. Giudice,
president and chief executive officer of Maker Communications. "The combination
of our two companies will bring our customers a powerful new partner in
designing and supplying the critical product technologies driving broadband
Internet services and content to an exploding subscriber base."
The transaction is subject to customary regulatory approvals and the approval of
Maker's shareholders. Holders of approximately 35% of Maker's outstanding common
stock have executed agreements to vote their shares in favor of the transaction.
The acquisition is expected to close within 90 days.
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"This transaction will utilize the purchase method of accounting and is expected
to be slightly dilutive to our fiscal year 2000 earnings, before one-time
charges and goodwill authorization," said Bala Iyer, senior vice president and
chief financial officer of Conexant. "We expect, however, that the acquisition
will become accretive, on a cash earnings basis, within 12 months after closing
the transaction, and we further expect to build the business to an annualized
revenue run-rate of $100 million by the end of calendar 2001."
Note To Analysts and Editors
Conexant and Maker Communications will conduct an analyst telephone conference
today at 9:00 a.m. EST and a telephone press briefing today at 1:00 p.m. EST.
The dial-in numbers for both are (800) 633-8481 (Domestic) and (212) 676-5391
(International). A recorded playback of the analyst teleconference will be
available on Dec. 20, 1999, from 8:00 a.m. PST to 7:00 p.m. PST. To access the
playback, call (800) 633-8284 (Domestic) or (858) 812-6440 (International);
enter reservation number: 13906721.
Safe Harbor Statement
This press release contains statements relating to future results of the company
(including certain projections and business trends) that are "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those projected as a result of certain
risks and uncertainties. These risks and uncertainties include, but are not
limited to: the company's ability to integrate Maker into its operations; to
achieve the synergies necessary to produce accretion to cash earnings within 12
months of the close of the transaction; growth of the market for Maker's
products as to achieve an annualized revenue run rate of $100 million by the end
of 2001; global and market conditions, including, but not limited to, the
cyclical nature of the semiconductor industry and the markets addressed by the
company's and its customers' products; demand for and market acceptance of new
and existing products; successful development of new products; the timing of new
product introductions; the availability and extent of utilization of
manufacturing capacity; pricing pressures and other competitive factors; changes
in product mix; fluctuations in manufacturing yields; product obsolescence; the
ability to develop and implement new technologies and to obtain protection for
the related intellectual property; the successful implementation of the
company's diversification strategy; labor relations of the company, its
customers and suppliers; timely completion of Year 2000 modifications by the
company and its key suppliers and customers; and the uncertainties of
litigation, as well as other risks and uncertainties, including but not limited
to those detailed from time to time in the company's Securities and Exchange
Commission filings. These forward-looking statements are made only as of the
date hereof, and the company undertakes no obligation to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise. Other brands and names contained in this release are the
property of their respective owners.
About Conexant
With revenues of approximately $1.5 billion, Conexant is the world's largest
independent company focused exclusively on providing semiconductor products and
systems solutions for communications electronics. With more than 30 years of
experience in developing communications technology, the company draws upon its
expertise in mixed-signal processing to deliver integrated systems and
semiconductor products for a broad range of communications applications. These
products facilitate communications worldwide through wireline voice and data
communications networks, cordless and cellular wireless telephony systems,
personal imaging devices and equipment, and emerging cable and wireless
broadband communications networks. The company aligns its business into five
product platforms: Network Access, Wireless Communications, Digital
Infotainment, Personal Imaging, and Personal Computing. Conexant is a member of
the Nasdaq-100 Index, which represents the largest and most active stocks listed
on The Nasdaq Stock Market across major industry groups. For more information,
visit Conexant at www.conexant.com.
About Maker Communications
Founded in 1994, Maker Communications, Inc. is a fabless semiconductor company
that designs, develops and markets high-performance programmable network
processors, development tools and application software for use in a variety of
communications systems including routers, switches, edge devices and access
products. Maker focuses on emerging high-growth segments of the communications
systems market that require sophisticated traffic management and
internetworking. The company's MXT3010 Cell Processor and related software
target the high performance segment of the ATM market. The MXT4000 Traffic
Stream Processor family and related software provides a complete solution for
building Packet-over-SONET and ATM core networking equipment. The new MXT5100
Edge Stream Processor and software address the growing market for flexible
multi-service access equipment. Maker Communications is based in Framingham,
Massachusetts, and on the Web at http://www.maker.com.
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