<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-32468
PROSPECTUS SUPPLEMENT NO. 3
(TO PROSPECTUS DATED MARCH 14, 2000)
$650,000,000
CONEXANT SYSTEMS, INC.
4% CONVERTIBLE SUBORDINATED NOTES DUE FEBRUARY 1, 2007
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
This Prospectus Supplement No. 3 supplements and amends the Prospectus
dated March 14, 2000, the Prospectus Supplement dated April 7, 2000 and
Prospectus Supplement No. 2 dated April 14, 2000 (as amended, the "Prospectus"),
relating to the resale from time to time by holders of our 4% Convertible
Subordinated Notes Due February 1, 2007 and shares of our common stock issuable
upon the conversion of the notes. This prospectus supplement should be read in
conjunction with the Prospectus.
The table on the Prospectus Supplement dated April 7, 2000, is hereby
amended as follows:
The deletion from the Prospectus Supplement dated April 7, 2000 of:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
NOTES BENEFICIALLY COMMON STOCK
OWNED AND OFFERED PERCENTAGE OF OWNED PRIOR TO COMMON STOCK
NAME HEREBY NOTES OUTSTANDING THE OFFERING OFFERED HEREBY
---- ------------------- ----------------- -------------- --------------
<S> <C> <C> <C> <C>
"OCM Convertible Trust $ 670,000 * 6,204 6,204"
"Motion Picture Industry Health Plan -
Retiree Member Fund $ 70,000 * 648 648"
The deletion from the Prospectus Supplement dated April 7, 2000 of:
"State of Connecticut Combined Investment Funds $1,425,000 * 13,194 13,194"
and the substitution therefor of:
"State of Connecticut Combined Investment Funds $ 165,000 * 1,527 1,527"
</TABLE>
<PAGE> 2
The information appearing in the table below, as of the date hereof,
supplements and further amends the information in the table appearing under the
heading "Selling Securityholders" in the Prospectus:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF NOTES
BENEFICIALLY COMMON STOCK
OWNED AND PERCENTAGE OF OWNED PRIOR TO COMMON STOCK
NAME OFFERED HEREBY NOTES OUTSTANDING THE OFFERING OFFERED HEREBY
---- -------------- ----------------- -------------- --------------
<S> <C> <C> <C> <C>
ABN-AMRO Inc. $ 2,750,000 * 25,462 25,462
Bank One $ 295,000 * 2,731 2,731
Bear Stearns Securities Corp $ 55,650,000(1) 8.6% 515,277(1) 515,277
Chase Manhattan Bank $ 238,000 * 2,203 2,203
Credit Suisse First Boston Corporation $ 53,500,000(2) 8.2% 495,370(2) 495,370
Depository Trust Co $ 1,000,000 * 9,259 9,259
Deutsche Bank $ 1,533,000(3) * 14,194(3) 14,194
First Union $ 349,000(4) * 3,231(4) 3,231
Gerlach & Co $ 250,000 * 2,314 2,314
IFTCO $ 800,000 * 7,407 7,407
Lehman Brothers Intl. Europe $ 25,000,000 3.9% 231,481 231,481
Mellon Trust $ 193,000 * 1,787 1,787
Northern Trust $ 14,284,000(5) 2.2% 132,259(5) 132,259
Patterson & Co. $ 200,000 * 1,851 1,851
Robertson Stephens $ 4,000,000 * 37,037 37,037
State Street Bank & Trust $ 4,408,000(6) * 40,814(6) 40,814
Any other holder of notes or future
transferee from any such holder $346,858,000 53.4% 3,211,648 3,211,648
</TABLE>
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*Less than one percent.
(1) Includes $15,250,000 principal amount of previously registered notes
and the common stock into which those notes are convertible.
(2) Represents an aggregate principal amount of notes previously registered
on the Prospectus Supplement filed April 7, 2000 and the common stock
into which those notes are convertible.
(3) Includes $1,085,000 principal amount of previously registered notes and
the common stock into which those notes are convertible.
(4) Includes $170,000 principal amount of previously registered notes and
the common stock into which those notes are convertible.
(5) Includes $13,855,000 principal amount of previously registered notes
and the common stock into which those notes are convertible.
(6) Includes $2,285,000 principal amount of previously registered notes and
the common stock into which those notes are convertible.
<PAGE> 3
The number of shares of common stock owned prior to the offering
includes shares of common stock into which the notes are convertible. The number
of shares of common stock offered hereby is based on a conversion price of
$108.00 per share of common stock and a cash payment in lieu of any fractional
share. Information concerning other selling securityholders will be set forth in
prospectus supplements from time to time, if required. The number of shares of
common stock owned by the other selling securityholders or any future transferee
from any such holder assumes that they do not beneficially own any common stock
other than common stock into which the notes are convertible at a conversion
price of $108.00 per share.
INVESTING IN THE NOTES OR THE COMMON STOCK INTO WHICH THE NOTES ARE
CONVERTIBLE INVOLVES A HIGH DEGREE OF RISK. PLEASE CONSIDER THE "RISK FACTORS"
BEGINNING ON PAGE 3 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is April 21, 2000.
