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Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
DELAWARE 25-1799439
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4311 JAMBOREE ROAD
NEWPORT BEACH, CA 92660-3095
(949) 483-4600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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HOTRAIL, INC. 2000 EQUITY PLAN
HOTRAIL, INC. 1997 EQUITY INCENTIVE 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, CA 92660-3095
(949) 483-4600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
KEITH FLAUM, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306-2155
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $1 per share
(including associated Preferred Stock
purchase rights) (3) 1,321,941 shares $10.26 $13,558,329.31 $3,579.40
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</TABLE>
(1) The shares of common stock of Conexant Systems, Inc. (the "Company"), set
forth in the "Calculation of Registration Fee" table and which may be
offered pursuant to this Registration Statement include, pursuant to Rule
416 under the Securities Act of 1933, as amended (the "Securities Act"),
such additional number of shares of the Company's common stock as may
become issuable as a result of any stock splits, stock dividends or similar
events.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act, the price per share and the
aggregate offering price are calculated on the basis of the weighted
average exercise price of the outstanding options under the assumed plans.
The following chart illustrates the calculation of the registration fee:
<TABLE>
<CAPTION>
OFFERING PRICE AGGREGATE OFFERING
CLASS OF SHARES NUMBER OF SHARES PER SHARE PRICE
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<S> <C> <C> <C>
Shares issuable pursuant to 452,123 shares $19.33 $ 8,739,537.59
outstanding stock options
under the HotRail, Inc. 2000
Equity Plan
Shares issuable pursuant to 869,818 shares $ 5.54 $ 4,818,791.72
outstanding stock options
under the HotRail, Inc. 1997
Equity Incentive Plan
Proposed Maximum Aggregate
Offering Price $13,558,329.31
Registration Fee $ 3,579.40
</TABLE>
(3) This Registration Statement includes associated stock purchase rights under
the Rights Agreement, dated as of November 30, 1998, by and between the
Company and ChaseMellon Shareholder Services, LLC, as rights agent. Shares
of Company common stock being registered hereby are accompanied by such
stock purchase rights. Until the occurrence of specific prescribed events,
such rights are not exercisable, are evidenced by the certificates for
Company common stock and will be transferred along with and only with
Company common stock. Upon the occurrence of such prescribed events,
separate rights certificates will be issued representing one right for each
share of common stock held, subject to adjustment pursuant to anti-dilution
provisions.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Conexant Systems, Inc. (the "Company") hereby incorporates by reference into
this registration statement on Form S-8 (this "Registration Statement") the
following documents that have been filed previously with the Securities and
Exchange Commission (the "Commission"):
(a) Annual Report on Form 10-K of 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 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;
(e) The Company's Current Report on Form 8-K dated February 16, 2000;
(f) The Company's Current Report on Form 8-K dated March 10, 2000;
(g) The Company's Current Report on Form 8-K dated April 3, 2000;
(h) The Company's Current Report on Form 8-K dated April 12, 2000;
(i) The Company's Current Report on Form 8-K dated May 17, 2000;
(j) The Company's Current Report on Form 8-K dated May 23, 2000;
(k) The Company's Current Report on Form 8-K dated May 30, 2000;
(l) The Company's Current Report on Form 8-K dated June 13, 2000;
(m) The Company's Current Report on Form 8-K dated June 27, 2000;
(n) The Company's Current Report on Form 8-K dated June 29, 2000;
(o) The Company's Current Report on Form 8-K dated July 24, 2000; and
(p) 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.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Dennis E. O'Reilly, Esq., who has passed upon the legality of any newly
issued shares of common stock of the Company covered by this Registration
Statement, is Senior Vice President, General Counsel and 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 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.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company, filed as Exhibit
4.1 to the Company's Registration Statement on Form S-8 (Registration
No. 333-68755) (the "Savings Plan Form S-8"), is incorporated herein by
reference.
4.2 Amendment to Restated Certificate of Incorporation of the Company,
filed as Exhibit 4.a.2 to the Company's Registration Statement on Form
S-3 (Registration No. 333-30596), is incorporated herein by reference.
4.3 Amended By-Laws of the Company, filed as Exhibit 4.2 to the Savings
Plan Form S-8, is incorporated herein by reference.
4.4 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.
4.5 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.
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4.6 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.
4.7 HotRail, Inc. 2000 Equity Plan, dated April 19, 2000.
4.8 HotRail, Inc. 1997 Equity Incentive Plan, as amended January 12, 2000.
5.1 Opinion of Dennis E. O'Reilly, Esq., Senior Vice President, General
Counsel and 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 Dennis E. O'Reilly, Esq., contained in his opinion filed as
Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney authorizing certain persons to sign this Registration
Statement on behalf of certain directors and officers of the Company.
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 paragraphs (1)(i) and (1)(ii) above 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 Section 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.
(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.
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(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 provisions described above, 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 on Form S-8 and has duly caused this 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 28th day
of July, 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
Registration Statement has been signed on the 28th day of July, 2000 by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
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 officer)
STEVEN M. THOMSON* Vice President and Controller
(principal accounting officer)
</TABLE>
*By: /s/ DENNIS E. O'REILLY
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Dennis E. O'Reilly, Attorney-in-fact**
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** By authority of the power of attorney filed as Exhibit 24.1 to this
Registration Statement.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Company, filed as Exhibit
4.1 to the Company's Registration Statement on Form S-8 (Registration
No. 333-68755) (the "Savings Plan Form S-8"), is incorporated herein by
reference.
4.2 Amendment to Restated Certificate of Incorporation of the Company,
filed as Exhibit 4.a.2 to the Company's Registration Statement on Form
S-3 (Registration No. 333-30596), is incorporated herein by reference.
4.3 Amended By-Laws of the Company, filed as Exhibit 4.2 to the Savings
Plan Form S-8, is incorporated herein by reference.
4.4 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.
4.5 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.
4.6 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.
4.7 HotRail, Inc. 2000 Equity Plan, dated April 19, 2000.
4.8 HotRail, Inc. 1997 Equity Incentive Plan, as amended January 12, 2000.
5.1 Opinion of Dennis E. O'Reilly, Esq., Senior Vice President, General
Counsel and 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 Dennis E. O'Reilly, Esq., contained in his opinion filed as
Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney authorizing certain persons to sign this Registration
Statement on behalf of certain directors and officers of the Company.
