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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): APRIL 12, 2000
CONEXANT SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-24923 25-1799439
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(State or jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4311 JAMBOREE ROAD
NEWPORT BEACH, CA 92660
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(Address of principal executive offices)(ZIP Code)
Registrant's telephone number, including area code: (949) 483-4600
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On April 12, 2000, Conexant Systems, Inc. announced that it has agreed to
acquire Philsar Semiconductor Inc. The press release dated April 12, 2000
announcing this transaction is filed as Exhibit 99.1 hereto and incorporated
herein by reference.
On April 13, 2000, Conexant Systems, Inc. announced that it had acquired Applied
Telecom, Inc. The press release dated April 13, 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.
(c) Exhibits.
99.1 Press release dated April l2, 2000 announcing the
agreement for the acquisition of Philsar
Semiconductor Inc. by Conexant Systems, Inc.
99.2 Press release dated April 13, 2000 announcing the
acquisition of Applied Telecom, 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: April 13, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated April l2, 2000 announcing the agreement for
the acquisition of Philsar Semiconductor Inc. by Conexant Systems,
Inc.
99.2 Press release dated April 13, 2000 announcing the
acquisition of Applied Telecom, Inc. by Conexant
Systems, Inc.
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EXHIBIT 99.1
Editorial Contact: Investor Relations Contact:
Scott Allen Mike Cortright
Conexant Systems, Inc. Conexant Systems, Inc.
(949) 483-6849 (949) 483-6773
[email protected] [email protected]
CONEXANT TO ACQUIRE PHILSAR, A PIONEER IN LOW-POWER
BLUETOOTH AND 3G DIGITAL CELLULAR RADIO FREQUENCY
SEMICONDUCTOR COMPONENTS
Acquisition Will Significantly Strengthen Conexant's
Radio Frequency (RF) Leadership
NEWPORT BEACH, Calif., April 12, 2000 - Conexant Systems, Inc. (NASDAQ: CNXT)
today announced that it has agreed to acquire Philsar Semiconductor Inc. of
Ottawa, Ontario, Canada. Philsar is a privately held, leading developer of RF
semiconductor solutions for personal wireless connectivity, including emerging
standards such as Bluetooth, and RF components for third-generation (3G) digital
cellular handsets. Bluetooth is an open specification for short-range wireless
connectivity and networking that is supported by more than 1,500 companies
worldwide.
The Philsar team will join Conexant's Wireless Communications Division,
which provides a broad range of wireless components, RF subsystems, and complete
semiconductor system solutions for digital cellular and cordless telephone
handsets, as well as global positioning system (GPS) products.
"The addition of Philsar's world-class RF team will allow us to
accelerate our time to market with ultra-low-power Bluetooth devices and key RF
components for wireless applications," said Dwight W. Decker, chairman and chief
executive officer of Conexant. "The Philsar team has developed the world's
lowest-power Bluetooth radio, which makes it an ideal solution for digital
cellular handsets and a variety of emerging mobile Internet access devices. With
this acquisition, we also establish a major design presence in Ottawa, a
recognized center for wireless and network communications technologies."
"Philsar's engineering and management team has a proven track record of
innovation and execution," said Moiz Beguwala, senior vice president and general
manager of Conexant's Wireless Communications Division. "They have an impressive
portfolio of products which are being designed in by major global wireless
handset manufacturers. In addition to a single-chip, ultra-low-power radio that
supports the Bluetooth standard version 1.0, Philsar offers a family of
Fractional-N synthesizers, a GPS receiver front-end, and a multipurpose RF
transceiver. These products are an excellent complement to Conexant's portfolio
of RF components and subsystems."
"We are pleased to join forces with the acknowledged worldwide leader
in semiconductor components and systems solutions for communications
applications," said Antoine Paquin, president and chief executive officer of
Philsar. "As part of Conexant, we will be able to maximize the penetration of
our products into the marketplace. Conexant offers technology, systems expertise
and an established market presence. Together, we will have expanded capabilities
to design and deliver compelling solutions to address the explosive growth in
emerging wireless applications."
Philsar's products are focused on providing highly integrated radio
solutions for mobile devices. Manufactured in an advanced silicon germanium
bipolar complementary metal oxide semiconductor (BiCMOS) process, Philsar's
Fractional-N frequency synthesizers are high-performance building blocks for
applications such as wideband CDMA and software-defined radios. The Bluetooth
radio employs an innovative, near-zero intermediate frequency (IF) architecture
and provides best-in-class power consumption.
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 obtaining required consents from Philsar shareholders and meeting
other customary closing conditions. Philsar shareholders will receive between
2.685 million and 3 million Conexant common shares, depending on closing prices
for Conexant shares during an agreed upon period preceding the closing.
"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 amortization," said Bala Iyer, senior vice
president and chief financial officer of Conexant. "We expect, however, that
Philsar's product portfolio will generate an annualized revenue run rate of $50
million, and become accretive, on a cash earnings basis, in the fourth quarter
of calendar 2001."
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Philsar is Conexant's fourth major acquisition this year. Last month
the company completed its purchase of Maker Communications, a leading provider
of programmable, high-performance network processors, software solutions and
development tools. In January, the company purchased Microcosm Communications, a
leading supplier of high-speed integrated circuits for optical communications.
Maker and Microcosm are now part of the company's Network Access Division. Also
in January, Conexant purchased the digital-terrestrial TV broadband
communications unit of Oak Technology, Inc., now a part of the company's Digital
Infotainment Division.
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 Philsar product portfolio's ability to
achieve an annualized run-rate of $50 million and to produce accretion to cash
earnings in the fourth quarter of calendar 2001; growth in the market for
Philsar's and Conexant's products; 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 Systems
With revenues of approximately $1.5 billion, 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.
About Philsar Semiconductor, Inc.
Philsar, a leading developer of Bluetooth and related technology for
the personal wireless connectivity market, delivers ultra-low power, highly
configurable, high-performance chipsets for mobile and handheld computing, home
and enterprise wireless connectivity and other emerging markets. For more
information, visit Philsar at www.philsar.com.
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EXHIBIT 99.2
Editorial Contact: Investor Relations Contact:
Roman Kichorowsky Mike Cortright
Conexant Systems, Inc. Conexant Systems, Inc.
(508) 621-0657 (949) 483-6773
[email protected] [email protected]
CONEXANT ACQUIRES APPLIED TELECOM; EXPANDS PHYSICAL-LAYER
NETWORKING PORTFOLIO WITH COMPLETE SOFTWARE SOLUTIONS
Acquisition Will Enable Conexant To Accelerate Time-To-Market For Customers
Designing Network Products For The Internet Infrastructure
NEWPORT BEACH, Calif., April 13, 2000 - Conexant Systems, Inc. (NASDAQ: CNXT)
today announced that it has acquired Applied Telecom, Inc. of Lisle, Ill., a
leading supplier of telecommunications software and hardware products to the
industry's top communications equipment companies. Terms of the transaction were
not disclosed.
Conexant's acquisition of Applied Telecom further extends the company's
broad portfolio of semiconductor system solutions targeted at the fast-growing
market for network equipment used in the Internet infrastructure. Applied
Telecom's family of software and hardware products includes telecommunications
system software solutions that make it easier to integrate silicon into complete
physical-layer system designs, physical-layer interface modules and
inverse-multiplexing ATM (IMA) products. IMA technology allows multiple,
low-cost T1/E1 circuits to be combined into a single broadband facility for the
transmission of ATM cells, providing the cost and bandwidth benefits to enable
widespread deployment of commercial ATM services.
"This acquisition brings Conexant extensive telecommunications system
and software expertise, and further strengthens our industry-leading portfolio
of physical-layer semiconductor solutions to accelerate our customers'
time-to-market," said Warner Andrews, vice president of Broadband
Internetworking Solutions at Conexant's Network Access Division. "Conexant gains
immediate access to a broad range of production-level software drivers, which we
will port to our physical-layer devices to create complete solutions for our
customers. At the same time, we gain early entry into the emerging IMA market."
"The acquisition of Applied Telecom also establishes a Conexant design
center located in Illinois' high-tech growth corridor. We plan to expand our
engineering team for WAN software and solutions development in the Chicago
region," Andrews added.
Conexant's industry-leading family of physical-layer communications
products include ATM, T1/E1 and T3/E3 carrier, optical networking (SONET/SDH),
digital subscriber line (DSL) and multi-service voice and data concentration.
"Joining forces with Conexant enables us to extend the reach of our
physical-layer technology by bringing to market comprehensive solutions that
combine our software with Conexant's semiconductor systems," said James Beatty,
president of Applied Telecom, Inc. "In addition, this acquisition will
accelerate the deployment of our technology to the market through Conexant's
worldwide sales channels."
Founded by James Beatty, Roger Gaile, Mark Erlenborn and Myron Jeffries
in 1994, Applied Telecom's staff includes a mix of telecommunications hardware
and software engineers with decades of systems design expertise.
Applied Telecom is the leading merchant supplier of physical-layer
software device drivers, and was the first company to introduce IMA as a
standard product. Conexant intends to continue supporting Applied Telecom's
existing customer base. It is anticipated that the Applied Telecom organization
will continue to operate from its current location, and will become part of
Conexant's Network Access Division.
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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: 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 Systems
With revenues of approximately $1.5 billion, 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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