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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): MAY 23, 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)
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ITEM 5. OTHER EVENTS.
On May 23, 2000, Conexant Systems, Inc. announced that it has agreed to acquire
Sierra Imaging, Inc. The press release dated May 23, 2000 announcing this
transaction is filed as Exhibit 99.1 hereto and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated May 23, 2000 relating to a definitive
agreement for the acquisition of Sierra Imaging, Inc. 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)
By /s/ Dennis E. O'Reilly
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Dennis E. O'Reilly
Senior Vice President,
General Counsel and Secretary
Dated: May 25, 2000
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
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99.1 Press Release dated May 23, 2000
relating to a definitive agreement for
the acquisition of Sierra Imaging, Inc.
by Conexant Systems, Inc.
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Conexant Editorial Contact: Investor Relations Contact:
Lisa Thielmann Mike Cortright
Conexant Systems, Inc. Conexant Systems, Inc.
(949) 285-5582 (949) 483-6773
[email protected] [email protected]
CONEXANT TO ACQUIRE SIERRA IMAGING, A LEADING SUPPLIER OF
DIGITAL CAMERA IMAGE-PROCESSING SOLUTIONS
Combination Will Allow Conexant To Offer Industry's First Complete
Camera Solutions To Fast-Growing Imaging Appliance Markets
Newport Beach, Calif., May 23, 2000 - Conexant Systems Inc. (NASDAQ: CNXT) today
announced that it has agreed to acquire Sierra Imaging, Inc., of Scotts Valley,
Calif. Founded in 1994, the privately held company helped pioneer the
development of software and silicon digital image-processing solutions for the
fast-growing digital still camera market. The combination of Sierra's "back-end"
digital image processors and image management software, together with Conexant's
"front-end" complementary metal oxide semiconductor (CMOS) image sensors, offers
digital camera manufacturers the industry's first complete camera solution. Also
today, Conexant introduced its high-resolution, megapixel digital CMOS image
sensor for digital cameras.
The Sierra team will join Conexant's Personal Imaging Division, which provides
semiconductor solutions for image capture, processing, communications and
output. Sierra will continue to operate in Scotts Valley to provide
best-in-class digital camera solutions that can be leveraged into other emerging
imaging markets. The Personal Imaging Division's family of CMOS digital image
sensors and image processing "back-ends" provide total solutions for
low-resolution PC and Internet cameras, and now, in combination with Sierra,
high-resolution digital still cameras. Conexant will also soon have solutions
for personal digital assistants (PDAs) and mobile handsets that can capture and
transmit digital snapshots and video over wireless networks. According to IDC,
the worldwide digital still camera market for 1999 was 6.6 million units. The
projections for 2004 are more than 40 million units, growing at a cumulative
annual growth rate of 45 percent.
Sierra's imaging products include digital image-processing chips, real-time
digital signal processor (DSP) and reduced instruction set computer (RISC)-based
firmware for camera image processing and control and web-enabled image
management software. The company's third-generation digital image processing
chip, Raptor II(TM), is faster than general-purpose DSPs by a factor of 10,
features an "instant-on" operating environment and throughput rates of up to 3.3
megapixels per second. The highly-scaleable and programmable device incorporates
unprecedented processing speed and flexibility, supports multiple storage media
and display types, and works with CMOS and charge coupling device (CCD) sensors
as large as 16 million pixels. Sierra also recently introduced Image Expert
2000(TM) image management software which provides core imaging functionality
that people use on a daily basis such as e-mailing, printing, sharing, building
web pages and uploading images to on-line print and sharing services.
"The acquisition of Sierra Imaging will allow us to aggressively penetrate
multiple markets with total OEM customer solutions," said Kevin Strong, senior
vice president and general manager of Conexant's Personal Imaging Division.
"Sierra possesses an outstanding team, an industry-leading portfolio of products
and technologies and a new base of top-tier digital camera customers for
Conexant. Last year we enhanced our multifunction peripheral systems capability
with the acquisition of DeviceGuys. This latest transaction rounds out our
camera systems competency and uniquely positions Conexant to become the leader
in both of our core imaging markets."
"We look forward to joining with Conexant to offer 'best-in-class' digital
imaging solutions," said Wendell Balc, Sierra Imaging president and chief
executive officer. "We are particularly excited about taking advantage of
Conexant's imaging expertise, complementary communications solutions,
manufacturing strengths and global sales force. This will complement Sierra's
relationships with the world's leading digital camera companies such as Agfa,
Eastman Kodak, Epson, Hewlett-Packard, Polaroid and Toshiba Corporation."
Conexant will issue approximately 1.25 million shares to acquire all the shares
and options of Sierra Imaging. The all-stock transaction has been approved by
the boards of directors of both companies and is scheduled to close within
approximately 30 days, subject to customary closing conditions. The transaction
will utilize the purchase method of accounting and is expected to be accretive
by Conexant's fiscal third quarter of 2001. The Sierra product portfolio is
expected to generate an annualized revenue run-rate of more than $50 million in
fiscal Q4 of 2001.
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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 ability of the Sierra product portfolio to generate projected
revenues and become accretive on a cash earnings basis by the fourth quarter of
fiscal 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; 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 a revenue run-rate of approximately $2 billion per year, Conexant is the
world's largest independent company focused exclusively on providing
semiconductor 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 S&P 500 and Nasdaq-100 Indices. For more information, visit Conexant at
www.conexant.com.
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