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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2000
REGISTRATION NO. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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<S> <C> <C>
DELAWARE 4311 JAMBOREE ROAD 25-1799439
(STATE OR OTHER JURISDICTION OF NEWPORT BEACH, CALIFORNIA 92660 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (949) 483-4600 IDENTIFICATION NUMBER)
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(Address of Principal Executive Offices including Zip Code)
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SIERRA IMAGING, INC. 1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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DENNIS E. O'REILLY COPY TO:
SENIOR VICE PRESIDENT, GENERAL COUNSEL CHARLES K. RUCK
AND SECRETARY LATHAM & WATKINS
CONEXANT SYSTEMS, INC. 650 TOWN CENTER DRIVE, SUITE 2000
4311 JAMBOREE ROAD COSTA MESA, CALIFORNIA 92626
NEWPORT BEACH, CALIFORNIA 92660 (714) 540-1235
(949) 483-4600
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(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE FEE
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Common Stock, $1.00 Par Value (including
the associated Preferred Share Purchase
Rights) 225,169 $12.81 $2,884,414.89 $761.49
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(1) 225,169 shares of Common Stock issuable pursuant to the Sierra Imaging,
Inc. 1996 Stock Option Plan, which plan is being assumed by Conexant in
connection with the merger of Sierra Imaging with a wholly-owned subsidiary
of Conexant (the "Merger"), are being newly registered hereunder. The
number of shares issuable pursuant to such plan pursuant to the exchange
ratio (0.0724) used in connection with the Merger. Pursuant to Rule 416
under the Securities Act of 1933, as amended (the "Securities Act"), the
number of shares registered hereunder includes an indeterminate number of
shares of Common Stock that may be issued in accordance with the provisions
of such plan in connection with any anti-dilution provision or in the event
of any change in the outstanding shares of Common Stock, including a stock
dividend or stock split.
(2) Pursuant to Rule 457 of the Securities Act, the Proposed Maximum Offering
Price Per Share is based upon the weighted average exercise price per share
($12.81) of outstanding options for 225,169 shares granted under the plan.
The weighted average exercise price per share has been calculated in
accordance with the exchange ratio (0.0724) used in connection with the
Merger.
PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT AS OPTIONS GRANTED UNDER THE PLAN ARE EXERCISED.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed with or included in this Registration
Statement by incorporation by reference, or otherwise.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with or included in this Registration
Statement by incorporation by reference, or otherwise.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by reference and
made a part hereof:
(a) Annual Report on Form 10-K of Conexant Systems, Inc. (the "Company") for
the fiscal 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 filed January 4, 2000, as amended
by the Company's Current Report on Form 8-K/A filed January 11, 2000;
(e) The Company's Current Report on Form 8-K filed February 16, 2000;
(f) The Company's Current Report on Form 8-K filed March 17, 2000;
(g) The Company's Current Report on Form 8-K filed April 3, 2000;
(h) The Company's Current Report on Form 8-K filed April 14, 2000;
(i) The Company's Current Report on Form 8-K filed May 17, 2000;
(j) The Company's Current Report on Form 8-K filed May 26, 2000;
(k) The Company's Current Report on Form 8-K filed June 13, 2000;
(l) The Company's Current Report on Form 8-K filed June 15, 2000;
(m) The Company's Current Report on Form 8-K filed June 29, 2000;
(n) Our Current Report on Form 8-K filed July 24, 2000; and
(o) The descriptions of the Company's Common Stock and the preferred share
purchase rights contained on pages 78 and 85-8 in 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 II-1 Company's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1999.
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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.
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 Conexant 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 Conexant 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
Conexant 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.
See Index to Exhibits.
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ITEM 9. UNDERTAKINGS.
The undersigned registrant 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 of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) 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
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
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 registrant 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, as amended,
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 July 28,
2000.
CONEXANT SYSTEMS, INC.
By: /s/ DWIGHT W. DECKER
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Name: Dwight W. Decker
Title: Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Dwight W. Decker, Balakrishnan S. Iyer and Dennis E. O'Reilly, their true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for them and in their name, place and stead, in any and all
capacities (unless revoked in writing) to sign any and all amendments to this
Registration Statement to which this power of attorney is attached, including
any post-effective amendments as well as any related registration statement (or
amendment thereto) filed in reliance upon Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in connection therewith, as fully to all intents and purposes as they
might and could do in person hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on July 28, 2000.
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Signature Title
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/s/ DWIGHT W. DECKER Chairman, Chief Executive Officer and
------------------------------ Director (Principal Executive Officer)
Dwight W. Decker
/s/ BALAKRISHNAN S. IYER Senior Vice President and Chief Financial
------------------------------ Officer (Principal Financial Officer)
Balakrishnan S. Iyer
/s/ STEPHEN M. THOMPSON Vice President and Controller
------------------------------ (Principal Accounting Officer)
Stephen M. Thompson
/s/ DONALD R. BEALL Director
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Donald R. Beall
/s/ JERRE L. STEAD Director
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Jerre L. Stead
Director
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F. Craig Farrill
/s/ RICHARD M. BRESSLER Director
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Richard M. Bressler
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INDEX TO EXHIBITS
EXHIBIT PAGE
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 Indenture, dated as of February 1, 2000, between the
Company and Bank One, N.A. as trustee, including the
form of 4% Convertible Subordinated Notes Due 2007,
filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-3 (Registration No. 333-32468 ), 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 Registration Rights Agreement, dated as of May 23, 2000,
between the Company and certain shareholders of Sierra
Imaging, Inc.
+4.8 Registration Rights Agreement, dated as of June 27, 2000, by and among
Conexant Systems, Inc., Gordon Campbell and Donald R. Shriner as
agents for HotRail, Inc. shareholders.
+5.1 Opinion of Dennis E. O'Reilly, Esq., Senior Vice President, General
Counsel and Secretary of the Company.
+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., (included in Exhibit 5.1).
24 Power of Attorney authorizing certain persons to sign this
Registration Statement on behalf of certain directors
and officers of the Company (included on the signature
page).
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+ Filed herewith.
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