Registration Statement No. 333-
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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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Conexant Systems, Inc. Hourly Employees' Savings 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)(3)........... 200,000 shares $31.8125 $6,362,500 $1,680
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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 July 31, 2000, as reported on The
Nasdaq Stock Market, Inc. National Market System.
(3) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
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;
(l) The Company's Current Report on Form 8-K dated June 13, 2000;
(m) The Company's Current Report on Form 8-K dated June 27, 2000;
(n) The Company's Current Report on Form 8-K dated June 29, 2000;
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(o) The Company's Current Report on Form 8-K dated July 19, 2000; and
(p) 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 Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1999.
All documents subsequently filed by the Company and the Conexant
Systems, Inc. Hourly Employees' Savings Plan, as amended (the "Plan"), pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (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.
This Item is not applicable.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law (the "DGCL") permits Delaware
corporations to eliminate or limit the monetary liability of directors for
breach of their fiduciary duty of care, subject to certain limitations. The
Company's Restated Certificate of Incorporation provides that Company directors
are not liable to the Company or its shareowners for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its shareowners, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for willful or negligent violation of the laws governing
the payment of dividends or the purchase or redemption of stock or (iv) for any
transaction from which a director derived an improper personal benefit.
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The DGCL provides for indemnification of directors, officers, employees
and agents subject to certain limitations. The Company's By-Laws and the
appendix thereto provide for the indemnification of directors, officers,
employees and agents of the Company to the extent permitted by Delaware law. The
Company's directors and officers are insured against certain liabilities for
actions taken in such capacities, including liabilities under the Securities
Act.
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 "Salaried 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 By-Laws of the Company, filed as Exhibit 4.2 to the Salaried 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 Salaried 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 Conexant Systems, Inc. Hourly Employees' Savings Plan, as amended.
5.1 Opinion of Jasmina Theodore Boulanger, Esq., Associate General Counsel
and Assistant Secretary of the Company, as to the legality of any newly
issued shares of Common Stock of the Company covered by this
Registration Statement.
5.2 Determination Letter from the Internal Revenue Service with
respect to the qualification of the Plan under Section 401 of the
Internal Revenue Code.
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23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Arthur Andersen LLP, independent public accountants.
23.3 Consent of Jasmina Theodore Boulanger, Esq., contained in her opinion
filed as Exhibit 5.1 to this Registration Statement.
23.4 Consent of Chadbourne & Parke LLP.
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-8
(Registration No. 333-37918), 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
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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.
(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 (and, where applicable, each
filing of the Plan's annual report pursuant to Section 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 foregoing provisions, 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. In the event that 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
THE REGISTRANT. 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 1st
day of August, 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 1st day of August, 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
RICHARD M. BRESSLER* 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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THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Plan 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 1st day of August, 2000.
CONEXANT SYSTEMS, INC.
HOURLY EMPLOYEES' SAVINGS PLAN
By /s/ Bradley W. Yates
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(Bradley W. Yates, Plan Administrator)
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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 "Salaried 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 By-Laws of the Company, filed as Exhibit 4.2 to the Salaried
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 Salaried 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 Conexant Systems, Inc. Hourly Employees' Savings Plan, as amended.
5.1 Opinion of Jasmina Theodore Boulanger, Esq., Associate General
Counsel and Assistant Secretary of the Company, as to the legality
of any newly issued shares of Common Stock of the Company covered
by this Registration Statement.
5.2 Determination Letter from the Internal Revenue Service with respect
to the qualification of the Plan under Section 401 of the Internal
Revenue Code.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
<PAGE>
23.2 Consent of Arthur Andersen LLP, independent public accountants.
23.3 Consent of Jasmina Theodore Boulanger, Esq., contained in her
opinion filed as Exhibit 5.1 to this Registration Statement.
23.4 Consent of Chadbourne & Parke LLP.
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-8 (Registration No. 333-37918),
is incorporated herein by reference.
