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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-32468
PROSPECTUS SUPPLEMENT NO. 21
(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. 21 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, Prospectus Supplement No. 6 dated
May 12, 2000, Prospectus Supplement No. 7 dated May 18, 2000, Prospectus
Supplement No. 8 dated May 26, 2000, Prospectus Supplement No. 9 dated June 1,
2000, Prospectus Supplement No. 10 dated June 9, 2000, Prospectus Supplement No.
11 dated June 16, 2000, Prospectus Supplement No. 12 dated July 7, 2000,
Prospectus Supplement No. 13 dated August 4, 2000, Prospectus Supplement No. 14
dated August 18, 2000, Prospectus Supplement No. 15 dated August 25, 2000,
Prospectus Supplement No. 16 dated September 15, 2000, Prospectus Supplement No.
17 dated October 9, 2000, Prospectus Supplement No. 18 dated October 19, 2000,
Prospectus Supplement No. 19 dated December 8, 2000 and Prospectus Supplement
No. 20 dated December 15, 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 (the "Notes") 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 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 BENEFICIALLY COMMON STOCK OWNED
OWNED AND OFFERED PERCENTAGE OF PRIOR TO THE COMMON STOCK
NAME HEREBY(1) NOTES OUTSTANDING OFFERING OFFERED HEREBY(1)
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<S> <C> <C> <C> <C>
Massachusetts Mutual Life Insurance Company $3,120,000 * 100,623(2) 28,888
MassMutual Corporate Value Partners Limited $2,000,000 * 21,295(3) 18,518
MassMutual High Yield Partners II LLC $3,120,000 * 74,258(4) 28,888
</TABLE>
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*Less than one percent.
(1) We believe any excess of the total amount of registered sales by Selling
Securityholders is the result of (i) sales by Selling Securityholders who
previously registered their shares in unregistered offers and the subsequent
registration by the purchaser thereof, or (ii) registration by Selling
Securityholders who had acquired their shares in a previously registered
transaction.
(2) Includes 28,888 shares of common stock beneficially owned and offered
hereby, 71,435 shares of common stock beneficially owned and acquired in a
previously registered Note transaction and 300 shares of common stock acquired
in an independent transaction.
(3) Includes 18,518 shares of common stock beneficially owned and offered hereby
and 2,777 shares of common stock beneficially owned and acquired in a previously
registered Note transaction.
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(4) Includes 28,888 shares of common stock beneficially owned and offered hereby
and 45,370 shares of common stock beneficially owned and acquired in a
previously registered Note transaction.
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 December 21, 2000.
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