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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): JUNE 29, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 29, 2000, Conexant Systems, Inc. ("Conexant") completed its
previously-announced acquisition of HotRail, Inc. ("HotRail") of San Jose,
California. HotRail is an Internet infrastructure IC company developing
advanced, integrated CMOS technologies for high-speed switching, interconnect
and scalable processing for Internet systems. HotRail will become part of
Conexant's Broadband Internetworking Systems (BIS), a newly-formed business unit
within the company's Network Access Division.
The consideration consisted of approximately 7,855,000 shares of Conexant common
stock, including the conversion of outstanding options and warrants to purchase
HotRail common stock into options and warrants to purchase Conexant common
stock. Conexant has granted the HotRail shareholders certain registration
rights. Based on the closing price of Conexant common stock on June 29, 2000 of
$48-5/8, the aggregate value of the consideration is approximately $382 million.
The transaction will be recorded under the purchase method of accounting.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger and Reorganization dated June 27, 2000
by and among Conexant Systems, Inc., Steam Acquisition Corp. and
HotRail, 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)
Dated: July 11,2000 By /s/ Dennis E. O'Reilly
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Dennis E. O'Reilly
Senior Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
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2.1 Agreement and Plan of Merger and Reorganization dated
June 27, 2000 by and among Conexant Systems, Inc.,
Steam Acquisition Corp. and HotRail, Inc.
