<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-32468
PROSPECTUS SUPPLEMENT NO. 7
(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. 7 supplements and amends the
Prospectus dated March 14, 2000, the Prospectus Supplement dated April 7, 2000,
Prospectus Supplement No. 2 dated April 14, 2000, Prospectus Supplement No. 3
dated April 21, 2000, Prospectus Supplement No. 4 dated April 28, 2000,
Prospectus Supplement No. 5 dated May 5, 2000 and Prospectus Supplement No. 6
dated May 12, 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.
Such information has been obtained from the selling securityholders. 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 COMMON COMMON
BENEFICIALLY PERCENTAGE STOCK OWNED STOCK
OWNED AND OF NOTES PRIOR TO THE OFFERED
NAME OFFERED HEREBY OUTSTANDING OFFERING HEREBY
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
"Delta Air Lines Master Trust $ 445,000 * 4,120 4,120"
"Motion Picture Industry Health $ 140,000 * 1,296 1,296"
Plan-Active Member Fund
"Partner Reinsurance Company Ltd $ 250,000 * 2,315 2,315"
"Vanguard Convertible Securities Fund, $2,500,000 * 23,148 23,148"
Inc.
</TABLE>
The table on the Prospectus Supplement dated April 21, 2000, is
hereby amended as follows:
The deletion from the Prospectus Supplement dated April 21, 2000
of:
<TABLE>
<S> <C> <C> <C> <C>
"State of Connecticut Combined $165,000 * 1,527 1,527"
Investment Funds
</TABLE>
The information appearing in the table below, as of the date
hereof, further supplements and amends the information in the table appearing
under the heading "Selling Securityholders" in the Prospectus:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
NOTES COMMON COMMON
BENEFICIALLY PERCENTAGE STOCK OWNED STOCK
OWNED AND OF NOTES PRIOR TO THE OFFERED
NAME OFFERED HEREBY OUTSTANDING OFFERING HEREBY
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Associated Electric & Gas Insurance $ 1,100,000 * 10,185 10,185
Services Limited
Boilermaker-Blacksmith Pension Trust $ 2,330,000 * 21,574 21,574
CALAMOS(R) Convertible $ 60,000 * 555 555
Portfolio-CALAMOS(R) Advisors Trust
</TABLE>
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<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
NOTES COMMON COMMON
BENEFICIALLY PERCENTAGE STOCK OWNED STOCK
OWNED AND OF NOTES PRIOR TO THE OFFERED
NAME OFFERED HEREBY OUTSTANDING OFFERING HEREBY
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CALAMOS(R) Global Growth and Income $ 125,000 * 1,157 1,157
Fund-CALAMOS(R) Investment Trust
CALAMOS(R) Growth and Income $ 850,000 * 7,870 7,870
Fund-CALAMOS(R) Investment Trust
CALAMOS(R) Market Neutral Fund-CALAMOS(R) $ 300,000 * 2,777 2,777
Investment Trust
Champion International Corporation $ 1,200,000 * 11,111 11,111
Master Retirement Trust
City of Albany Pension Plan $ 210,000 * 1,944 1,944
City of Knoxville Pension System $ 645,000 * 5,972 5,972
Consulting Group Capital Markets Funds $ 225,000 * 2,083 2,083
Delta Air Lines Master Trust $ 4,300,000 * 39,814 39,814
Dorinco Reinsurance Company $ 750,000 * 6,944 6,944
(The) Dow Chemical Company Employees' $ 4,600,000 * 42,592 42,592
Retirement Plan
Federated Equity Funds on behalf of $ 3,600,000 * 33,333 33,333
its Federated Capital Appreciation
Fund
Federated Equity Income Fund, Inc. $14,500,000 2.2% 134,259 134,259
Federated Insurance Series on behalf $ 460,000 * 4,259 4,259
of its Federated Equity Income Fund
II
(The) Fondren Foundation $ 140,000 * 1,296 1,296
Greek Catholic Union $ 20,000 * 185 185
Greek Catholic Union II $ 15,000 * 138 138
Jackson County Employees' Retirement $ 150,000 * 1,388 1,388
System
Kettering Medical Center Funded $ 145,000 * 1,342 1,342
Depreciation Account
Knoxville Utilities Board Retirement $ 245,000 * 2,268 2,268
System
Macomb County Employees' Retirement $ 200,000 * 1,851 1,851
System
Nationwide Family of Funds on behalf $ 155,000 * 1,435 1,435
of its Nationwide Equity Income Fund
Ohio National Equity Income Portfolio $ 25,000 * 231 231
on behalf of its Ohio National
Fund, Inc.
Port Authority of Allegheny County $ 2,450,000 * 22,685 22,685
Retirement and Disability Allowance
Plan for the Employees represented
by Local 85 of the Amalgamated
Transit Union
Southern Farm Bureau Life Insurance $ 700,000 * 6,481 6,481
Company
SPT $ 1,925,000 * 17,824 17,824
Unifi, Inc. Profit Sharing Plan and $ 225,000 * 2,083 2,083
Trust
United Food and Commercial Workers $ 1,120,000 * 10,370 10,370
Local 1262 and Employers Pension
Fund
Van Waters & Rogers, Inc. Retirement $ 680,000 * 6,296 6,296
Plan (f.k.a. Univar Corporation)
ZCM/HFR Index Management, L.L.C $ 75,000 * 694 694
Any other holder of notes or future $44,595,000 6.86% 412,916 412,916
transferee from any such holder
</TABLE>
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* Less than one percent.
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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 May 18, 2000.
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