Registration Statement No. 333-44094
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON
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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NetPlane Systems, Inc. Stock Option 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)
(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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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 on Form S-8 amends Registration Statement
No. 333-44094 which was previously filed with the Securities and Exchange
Commission (the "Commission") on Form S-4 (the "Original Registration
Statement") in connection with the merger (the "Merger") of H&J Acquisition Sub,
Inc., a Delaware corporation and a wholly-owned subsidiary of Conexant Systems,
Inc. (the "Company"), with and into NetPlane Systems, Inc. (formerly Harris &
Jeffries, Inc.), a Massachusetts corporation ("NetPlane"). The Original
Registration Statement as amended by this Post-Effective Amendment No. 1 is
referred to herein as the "Registration Statement". In connection with the
filing of the Original Registration Statement, 2,727,000 shares of Common Stock,
par value $1 per share, of the Company (the "Company Common Stock") were
registered with the Commission and the applicable filing fee was paid. The
number of shares so registered pursuant to the Original Registration Statement
were those shares which are expected to be distributed to the former holders of
Series A Participating Convertible Preferred Stock, no par value per share, of
NetPlane and to the former holders of Common Stock, no par value per share, of
NetPlane (the "NetPlane Common Stock") in connection with the Merger and those
shares which are required to be distributed, or reserved for issuance, to
NetPlane employees and directors in connection with the NetPlane Systems, Inc.
Stock Option Plan (the "Plan"). Pursuant to the terms of the Merger, at the
effective time of the Merger all outstanding NetPlane employee and director
options exerciseable for NetPlane Common Stock under the Plan were converted
into options exerciseable for Company Common Stock based on a formula.
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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 Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000;
(e) 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;
(f) The Company's Current Report on Form 8-K dated February 16, 2000;
(g) The Company's Current Report on Form 8-K dated March 10, 2000;
(h) The Company's Current Report on Form 8-K dated April 3, 2000;
(i) The Company's Current Report on Form 8-K dated April 12, 2000;
(j) The Company's Current Report on Form 8-K dated May 17, 2000;
(k) The Company's Current Report on Form 8-K dated May 23, 2000;
(l) The Company's Current Report on Form 8-K dated May 30, 2000;
(m) The Company's Current Report on Form 8-K dated June 13, 2000;
(n) The Company's Current Report on Form 8-K dated June 27, 2000;
(o) The Company's Current Report on Form 8-K dated June 29, 2000;
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(p) The Company's Current Report on Form 8-K dated July 19, 2000;
(q) The Company's Current Report on Form 8-K dated August 8, 2000;
(r) The Company's Current Report on Form 8-K dated September 14, 2000;
(s) The Company's Current Report on Form 8-K dated September 22, 2000;
(t) The Company's Current Report on Form 8-K dated September 28, 2000;
and
(u) 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 pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (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.
Jasmina Theodore Boulanger, Esq., who has passed upon the legality
of any newly issued shares of Common Stock of the Company covered by this
registration statement, is Associate General Counsel and Assistant Secretary of
the Company.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law permits Delaware corporations
to eliminate or limit the monetary liability of directors for breach of their
fiduciary duty of care, subject to certain limitations. Our restated certificate
of incorporation provides that our directors are not liable to the Company or
its shareowners for monetary damages for breach of fiduciary duty as a director,
except for liability (1) for any breach of the
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director's duty of loyalty to the Company or its shareowners, (2) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) for willful or negligent violation of the laws governing
the payment of dividends or the purchase or redemption of stock or (4) for any
transaction from which a director derived an improper personal benefit.
The Delaware General Corporation Law provides for indemnification
of directors, officers, employees and agents subject to certain limitations. Our
by-laws and the appendix thereto provide for the indemnification of our
directors, officers, employees and agents to the extent permitted by Delaware
law. Our 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
3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000, is incorporated herein by reference.
4.2 Amended By-Laws of the Company, filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-8 (Registration No. 333-68755) (the
"Savings Plan Form S-8"), are incorporated herein by reference.
4.3 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.
4.4 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 Savings Plan Form S-8, is incorporated
herein by reference.
4.5 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.
4.6 NetPlane Systems, Inc. Stock Option Plan, amended November 13, 2000.
5 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.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
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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 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 Conexant, filed
as Exhibit 24 to the Company's Registration Statement on Form S-4
(Registration No. 333-44094), is incorporated herein by reference.
99.a Agreement and Plan of Merger, dated as of July 19, 2000, by and among
the Company, H&J Acquisition Sub, Inc. and Harris & Jeffries, Inc.,
filed as Exhibit 99.a to the Company's Registration Statement on Form
S-4 (Registration No. 333-44094), is incorporated herein by reference,
99.b First Amendment of Agreement and Plan of Merger, dated as of August 28,
2000, by and among the Company, H&J Acquisition Sub. Inc. and Harris &
Jefferies, Inc., filed as Exhibit 99.b to the Company's Registration
Statement on Form S-4 (Registration No. 333-44094), 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 paragraphs 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 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.
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(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 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. If 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
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 this Post-Effective Amendment No. 1 on Form S-8 to the
Registration Statement on Form S-4 (Registration No. 333-44094) and has duly
caused this Post-Effective Amendment No. 1 to the 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 17th day of November, 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
Post-Effective Amendment No. 1 to the Registration Statement has been signed on
the 17th day of November, 2000 by the following persons in the capacities
indicated:
Signature Title
DWIGHT W. DECKER* Chairman of the Board and Chief Executive
Officer (principal executive officer)
and Director
DONALD R. BEALL* Director
F. CRAIG FARRILL* Director
JERRE L. STEAD* Director
BALAKRISHNAN S. IYER* Senior Vice President and Chief Financial
Officer (principal financial and
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 the
Registration Statement
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EXHIBIT INDEX
Exhibit Page
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Number
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4.1 Restated Certificate of Incorporation of the Company, filed as
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000, is incorporated herein by
reference.
4.2 Amended By-Laws of the Company, filed as Exhibit 4.2 to the
Company's Registration Statement on Form S-8 (Registration No.
333-68755) (the "Savings Plan Form S-8"), are incorporated
herein by reference.
4.3 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.
4.4 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 Savings
Plan Form S-8, is incorporated herein by reference.
4.5 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.
4.6 NetPlane Systems, Inc. Stock Option Plan, amended
November 13, 2000.
5 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.
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 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 Conexant, filed as Exhibit 24 to the Company's
Registration Statement on Form S-4 (Registration No.
333-44094), is incorporated herein by reference.
99.a Agreement and Plan of Merger, dated as of July 19, 2000, by
and among the Company, H&J Acquisition Sub, Inc. and Harris &
Jeffries, Inc., filed as Exhibit 99.a to the Company's
Registration Statement on Form S-4 (Registration No.
333-44094), is incorporated herein by reference,
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99.b First Amendment of Agreement and Plan of Merger, dated as of
August 28, 2000, by and among the Company, H&J Acquisition
Sub. Inc. and Harris & Jefferies, Inc., filed as Exhibit 99.b
to the Company's Registration Statement on Form S-4
(Registration No. 333-44094), is incorporated herein by
reference.
