<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-32468
PROSPECTUS SUPPLEMENT NO. 5
(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. 5 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 and Prospectus Supplement No. 4 dated April 28, 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 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 COMMON STOCK
NOTES BENEFICIALLY PERCENTAGE OWNED
OWNED AND OFFERED OF NOTES PRIOR TO THE COMMON STOCK
NAME HEREBY OUTSTANDING OFFERING OFFERED HEREBY
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Arpeggio Fund, LP $ 1,300,000 * 12,037 12,037
Gryphon Domestic III, LLC $ 3,700,000 * 34,259 34,259
Investcorp-SAM Fund Unlimited $ 5,300,000 * 49,074 49,074
Oppenheimer Convertible Securities Fund $ 8,000,000 1.2% 74,074 74,074
Palladin Securities LLC $ 1,000,000 * 9,259 9,259
PGEP III LLC $ 1,000,000 * 9,259 9,259
Polar Securities Inc., as Agent for $ 2,000,000 * 18,518 18,518
Certain Managed Accounts
Prime Market Neutral Limited $ 1,000,000 * 9,259 9,259
Rhapsody Fund, LP $ 2,500,000 * 23,148 23,148
SG Cowen Securities Corp $ 4,000,000(1) * 37,037(1) 37,037(1)
Any other holder of notes or future $116,240,000 17.9% 1,076,296 1,076,296
transferee from any such holder
</TABLE>
- ---------------
* Less than one percent.
(1) Represents an aggregate principal amount of notes which includes $1,000,000
previously registered on the Prospectus Supplement filed April 21, 2000 and
the common stock into which those notes are convertible.
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 5, 2000.
