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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 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.
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(Exact name of registrant as specified in its charter)
DELAWARE 25-1799439
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4311 JAMBOREE ROAD
NEWPORT BEACH, CALIFORNIA 92660-3095
(949) 483-4600
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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MAKER COMMUNICATIONS, INC. 1996 STOCK OPTION PLAN
MAKER COMMUNICATIONS, INC. 1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
MAKER COMMUNICATIONS, INC. 1999 STOCK INCENTIVE PLAN
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(FULL TITLE OF THE PLAN)
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DENNIS E. O'REILLY
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CONEXANT SYSTEMS, INC.
4311 JAMBOREE ROAD
NEWPORT BEACH, CALIFORNIA 92660-3095
(949) 483-4600
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
CHRISTOPHER L. KAUFMAN, ESQ.
LATHAM & WATKINS
135 COMMONWEALTH DRIVE
MENLO PARK, CALIFORNIA 94025
(650) 328-4600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(3) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $0.01
per share (including associated
Preferred Stock purchase
rights)(4) 1,132,636 shares $ 4.35 $ 4,929,870.11 $1,301.49
0 shares $ N/A $ 0 $ 0
494,505 shares $ 38.86 $19,218,103.87 $5,073.58
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Total 1,627,141 shares $24,147,973.98 $6,375.07
========= ============== =========
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</TABLE>
(1) 1,627,141 shares of common stock issuable pursuant to various stock option
plans of Maker Communications, Inc., which plans are being assumed by
Conexant Systems, Inc. in connection with the merger of Maker
Communications, Inc. with and into Conexant Systems, Inc. (the "Merger"),
are being newly registered hereunder. The number of shares issuable
pursuant to such plans has been calculated pursuant to the exchange ratio
utilized in connection with the Merger. The newly registered shares are
comprised of: (A) 1,132,636 shares issuable pursuant to outstanding grants
under Maker Communications, Inc. 1996 Stock Option Plan (the "1996 Plan");
(B) 0 shares issuable pursuant to outstanding grants under Maker
Communications, Inc. 1999 Non-Employee Director Stock Option Plan (the
"1999 Director Plan"); (C) 494,505 shares issuable pursuant to outstanding
grants under the Maker Communications, Inc. 1999 Stock Incentive Plan (the
"1999 Incentive Plan"). Pursuant to Rule 416 under the Securities Act of
1933, as amended (the "Securities Act"), the amount registered hereunder
includes an indeterminate number of shares of our common stock that may be
issued in accordance with the provisions of such plans in connection with
any anti-dilution provisions or in the event of any change in the
outstanding shares of our 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: (A) the weighted average exercise price per
share ($4.35) of outstanding options for 1,132,636 shares under the 1996
Plan; (B) the weighted average exercise price per share (N/A) of
outstanding options for 0 shares under the 1999 Director Plan; (C) the
weighted average exercise price per share ($38.86) of outstanding options
for 494,505 shares under the 1999 Incentive Plan. In all cases, the
weighted average exercise price per share has been calculated in
accordance with the exchange ratio utilized in connection with the Merger.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act.
(4) This Registration Statement includes associated stock purchase rights
under the Rights Agreement, dated as of November 30, 1998, by and between
the Registrant and ChaseMellon Shareholder Services, LLC, as rights agent.
Shares of our common stock being registered hereby are accompanied by such
preference share purchase rights. Until the occurrence of specific
prescribed events, such rights are not exercisable, are evidenced by the
certificates for our common stock and will be transferred along with and
only with our 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.
The following documents, which have been filed with the Securities and
Exchange Commission pursuant to Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in, and shall be deemed to
be a part of, this Registration Statement:
(a) Our Annual Report on Form 10-K for the fiscal year ended September
30, 1999 (including the portions of our Proxy Statement for our
2000 Annual Meeting of Shareholders that are incorporated therein
by reference);
(b) Our Quarterly Report on Form 10-Q for the quarterly period ended
December 31, 1999;
(c) Our Current Reports on Form 8-K dated January 4, 2000 (as amended on
Form 8-K/A dated January 11, 2000) and February 16, 2000;
(d) The description of our common stock and the preferred share
purchase rights contained in our Registration Statement on Form 10,
as amended, dated December 1, 1998, as amended by Part II, Item 2 of
the Quarterly Report on Form 10-Q for the quarter ended December
31, 1999;
(e) The Current Report of Maker Communications, Inc. on Form 8-K filed
on December 23, 1999.
All documents filed by Conexant Systems, Inc. pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are incorporated
by reference in this Registration Statement. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein 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 subsequently filed
document which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of common stock registered
hereby has been passed upon for Conexant Systems, Inc. by Jasmina A. Theodore,
Esq., Associate General Counsel and Assistant Secretary of Conexant Systems,
Inc.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "DGCL") permits Delaware
corporations to eliminate or limit the monetary liability of directors for
breach of their fiduciary duty of care, subject to certain limitations. The
Company's Restated Certificate of Incorporation provides that Company directors
are not liable to the Company or any of its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for willful or negligent
violation of the laws governing the payment of dividends or the purchase or
redemption of stock, or (iv) for any transaction from which a director derived
an improper personal benefit.
The DGCL allows for indemnification of directors, officers, employees
and agents subject to certain limitations. The Company's By-Laws, as amended,
and the appendix thereto provide for the indemnification of directors, officers,
employees and agents of the Company to the extent permitted by Delaware law.
The Company has a directors' and officers' liability insurance policy
which insures the Company's directors and officers 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 Maker Communications, Inc. 1996 Stock Option Plan (incorporated
by reference to Exhibit 10.8 to Maker Communications, Inc.'s
Registration Statement on Form S-1 dated May 10, 1999).
4.2 Maker Communications, Inc. 1999 Non-Employee Director Stock
Option Plan (incorporated by reference to Exhibit 10.12 to Maker
Communications, Inc.'s Registration Statement on Form S-1 dated
May 10, 1999).
4.3 Maker Communications, Inc. 1999 Stock Incentive Plan
(incorporated by reference to Exhibit 10.10 to Maker
Communications, Inc.'s Registration Statement on Form S-1 dated
May 10, 1999).
+5.1 Opinion of Jasmina A. Theodore, Esq.
+23.1 Consent of Deloitte & Touche LLP.
+23.2 Consent of Arthur Andersen LLP.
+23.3 Consent of Jasmina A. Theodore, Esq. (included in Exhibit 5.1).
+24.1 Power of Attorney with respect to Conexant Systems, Inc.
(see page 6).
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+ Filed herewith.
3
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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;
(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
4
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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, the
Registrant, Conexant Systems, Inc., 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 this 14th day of March, 2000.
CONEXANT SYSTEMS, INC.
By: /s/ DWIGHT W. DECKER
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Dwight W. Decker,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each individual whose signature appears below constitutes and appoints
Dwight W. Decker, Balakrishnan S. Iyer and Dennis E. O'Reilly, and each of them,
his true and lawful attorneys-in-fact and agents, each with the power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ DWIGHT W. DECKER Chairman and Chief March 14, 2000
- ------------------------------------ Executive Officer
Dwight W. Decker
PRINCIPAL FINANCIAL OFFICER:
/s/ BALAKRISHNAN S. IYER Senior Vice President and March 14, 2000
- ------------------------------------ Chief Financial Officer
Balakrishnan S. Iyer
PRINCIPAL ACCOUNTING OFFICER:
/s/ STEVEN M. THOMSON Vice President and March 14, 2000
- ------------------------------------ Controller
Steven M. Thomson
ADDITIONAL DIRECTORS:
/s/ F. CRAIG FARRILL Director March 14, 2000
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F. Craig Farrill
/s/ DONALD R. BEALL Director March 14, 2000
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Donald R. Beall
/s/ JERRE L. STEAD Director March 14, 2000
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Jerre L. Stead
/s/RICHARD M. BRESSLER Director March 14, 2000
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Richard M. Bressler
</TABLE>
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INDEX TO EXHIBITS
SEQUENTIALLY
NUMBERED
EXHIBIT DESCRIPTION
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4.1 Maker Communications, Inc. 1996 Stock Option (incorporated by
reference to Exhibit 10.8 to Maker Communications, Inc.'s
Registration Statement on Form S-1 dated May 10, 1999).
4.2 Maker Communications, Inc. 1999 Non-Employee Director Stock
Option Plan (incorporated by reference to Exhibit 10.12 to Maker
Communications, Inc.'s Registration Statement on Form S-1 dated
May 10, 1999).
4.3 Maker Communications, Inc. 1999 Stock Incentive Plan
(incorporated by reference to Exhibit 10.10 to Maker
Communications, Inc.'s Registration Statement on Form S-1 dated
May 10, 1999).
+5.1 Opinion of Jasmina A. Theodore, Esq.
+23.1 Consent of Deloitte and Touche LLP.
+23.2 Consent of Arthur Andersen LLP.
+23.3 Consent of Jasmina A. Theodore, Esq. (included in Exhibit 5.1).
+24.1 Power of Attorney with respect to Conexant Systems, Inc.
(see page 6).
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+ Filed herewith.
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EXHIBIT 5.1
[Letterhead of Conexant Systems, Inc.]
March 14, 2000
Ladies and Gentlemen:
I am the Associate General Counsel and Assistant Secretary of Conexant
Systems, Inc., a Delaware corporation (the "Company"). I am delivering this
opinion in connection with the registration under the Securities Act of 1933, as
amended (the "1933 Act"), of (i) an aggregate of 1,627,141 shares of the common
stock (the "Shares"), $1.00 par value per share, of the Company, which are to be
offered and sold by the Company pursuant to the Plans (as defined below) and
(ii) the preference share purchase rights of the Company issuable together with
the Shares (the "Rights"). For purposes of this opinion, the "Plans" are: (a)
Maker Communications, Inc. 1996 Stock Option Plan; (b) Maker Communications,
Inc. 1999 Non-Employee Director Stock Option Plan; and (c) Maker Communications,
Inc. 1999 Stock Incentive Plan (collectively, the "Plans").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the 1933 Act in connection with the
Registration Statement on Form S-8 that relates to the proposed issuance and
sale of the Shares pursuant to the Plans (the "Registration Statement"). Such
Registration Statement is being filed with the Securities and Exchange
Commission (the "Commission") under the 1933 Act.
In rendering the opinion set forth herein, I have made such
investigations of fact and law, and examined such documents and instruments, or
copies thereof established to my satisfaction to be true and correct copies
thereof, as I have deemed necessary under the circumstances.
Based on and subject to the foregoing and subject further to the
assumptions set forth below, I am of the opinion that, (i) the Shares, when
offered, sold and paid for pursuant to the terms and conditions of the
applicable Plans, will be duly authorized and validly issued, fully paid and
non-assessable and (ii) when the Rights issuable together with the Shares to be
issued pursuant to the Plans have been issued in accordance with the Rights
Agreement, dated as of November 30, 1998, by and between the Company and
ChaseMellon Shareholder Services, LLC, as rights agent (the "Rights Agreement"),
such Rights will be validly issued and will be binding obligations of the
Company entitled to the benefits of the Rights Agreement.
I express no opinion other than on the laws of the State of California
and the General Corporation Law of the State of Delaware, including statutory
and reported decisional law thereunder, and I express no opinion with respect to
the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the 1933
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ JASMINA A. THEODORE
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Jasmina A. Theodore, Esq.
Associate General Counsel
and Assistant Secretary
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Conexant Systems, Inc. on Form S-8 of our report dated October 29, 1999,
appearing in the Annual Report on Form 10-K of Conexant Systems, Inc. for the
year ended September 30, 1999.
DELOITTE & TOUCHE LLP
Costa Mesa, California
March 13, 2000
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of
Conexant Systems, Inc. of our report dated February 10, 1999 on the consolidated
financial statements of Maker Communications, Inc. included in Conexant Systems,
Inc.'s Form 8-K dated February 16, 2000 and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
March 10, 2000
