Edgar Filing: CONEXANT SYSTEMS INC

As filed with the Securities and Exchange Commission on November 9, 2001.

Registration Statement 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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DELAWARE 25-1799439
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

4311 Jamboree Road, 92660-3095
Newport Beach, California
(Address of Principal Executive Offices) (Zip Code)
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Conexant Systems, Inc. Retirement Savings Plan
Conexant Systems, Inc. Hourly Employees' Savings Plan
(Full title of the plans)
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DENNIS E. O'REILLY, ESQ.
Senior Vice President, General Counsel and Secretary
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
(Name and address of agent for service)
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(949) 483-4600
(Telephone number, including area code, of agent for service)
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Copy to:
PETER R. KOLYER, ESQ.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
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Calculation of Registration Fee

======================================= =================== ========================== ============================ ================
Amount to be Proposed maximum Proposed maximum aggregate Amount of
Title of securities to be registered registered (1) offering price per unit offering price (2) registration
(2) fee
--------------------------------------- ------------------- -------------------------- ---------------------------- ----------------

Common Stock, par value $1 per share
(including the associated Preferred
Share Purchase Rights) (3)............. 500,000 shares (4) $11.31 $5,655,000 $1,414
--------------------------------------- ------------------- -------------------------- ---------------------------- ----------------

(1) The shares of Common Stock set forth in the Calculation of Registration Fee
table and which may be offered pursuant to this Registration Statement
include, pursuant to Rule 416 under the Securities Act of 1933, as amended
(the "Securities Act"), such additional number of shares of the
Registrant's common stock as may become issuable as a result of any stock
splits, stock dividends or similar events.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act, based upon the average of the high
and low prices of the Common Stock on November 2, 2001, as reported on The
Nasdaq Stock Market, Inc. National Market System.
(3) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
(4) Of the total amount to be registered, 485,000 shares are reserved for
issuance under the Conexant Systems, Inc. Retirement Savings Plan and
15,000 shares are reserved for issuance under the Conexant Systems, Inc.
Hourly Employees' Savings Plan.
----------------
Pursuant to Rule 429 of the General Rules and Regulations under the
Securities Act, the prospectus that is part of this Registration Statement
will be used in connection with the offer and sale of Common Stock of the
Registrant and an indeterminate amount of interests under the plans
previously registered under the Registrant's Registration Statement on Form
S-8 (Registration No. 333-68755) and Registration Statement on Form S-8
(Registration No. 333-42772).

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this Registration Statement
hereby incorporates by reference the contents of the Registration Statement on
Form S-8 (Registration No. 333-68755) filed by Conexant Systems, Inc. (the
"Company") on December 11, 1998, relating to the Conexant Systems, Inc.
Retirement Savings Plan (the "Salaried Savings Plan") and the contents of the
Registration Statement on Form S-8 (Registration No. 333-42772) filed by the
Company on August 1, 2000, relating to the Conexant Systems, Inc. Hourly
Employees' Savings Plan (the "Hourly Savings Plan", and together with the
Salaried Savings Plan, the "Savings Plans"), except as expressly modified
herein.

On August 10, 2001, the Board of Directors adopted resolutions authorizing the
registration under the Securities Act of 1933, as amended, of an additional
500,000 shares of Common Stock of the Company and an indeterminate amount of
plan interests for issuance under the Savings Plans, of which 485,000 shares
relate to the Salaried Savings Plan and 15,000 shares relate to the Hourly
Savings Plan. This Registration Statement registers such 500,000 additional
shares of Common Stock and an indeterminate amount of plan interests.

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) The Annual Report on Form 11-K of the Conexant Systems, Inc.
Retirement Savings Plan for the year ended September 30, 2000;

(b) The Annual Report on Form 11-K of the Conexant Systems, Inc.
Hourly Employees' Savings Plan for the year ended September 30,
2000;

(c) The Annual Report on Form 10-K of Conexant Systems, Inc. (the
"Company") for the year ended September 30, 2000 (including the
portions of the Proxy Statement for the Company's 2001 Annual
Meeting of Shareowners that are incorporated therein by
reference);

(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2000;

(e) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;

(f) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001;

(g) The Company's Current Report on Form 8-K filed October 3, 2000;

(h) The Company's Current Report on Form 8-K filed March 27, 2001;

(i) The Company's Current Report on Form 8-K filed May 29, 2001; and

(j) The description of the Company's Common Stock contained in Item
11 of 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 Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1999.

All documents subsequently filed by the Company, the Conexant Systems,
Inc. Retirement Savings Plan, as amended (the "Salaried Savings Plan"), and the
Conexant Systems, Inc. Hourly Employees' Savings Plan, as amended (the "Hourly
Savings Plan"), pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (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 5. Interests of Named Experts and Counsel.

Jasmina Theodore Boulanger, Esq., who has passed upon the legality of
any newly issued shares of Common Stock of the Company covered by this
Registration Statement, is Associate General Counsel and Assistant Secretary of
the Company.

Item 8. Exhibits.

4.1 Restated Certificate of Incorporation of the Company, filed as
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000, is incorporated herein by reference.

4.2 By-Laws of the Company, filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-8 (Registration No. 333-68755) (the
"Salaried Savings Plan Form S-8"), is incorporated herein by
reference.

4.3 Specimen certificate for the Company's Common Stock, par value $1
per share, filed as Exhibit 4.3 to the Company's Registration
Statement on Form 10 (File No. 000-24923), is incorporated herein by
reference.

4.4.1 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 Salaried Savings Plan Form S-8,
is incorporated herein by reference.

4.4.2 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.

4.5 Conexant Systems, Inc. Retirement Savings Plan, as amended and
restated.

4.6 Conexant Systems, Inc. Hourly Employees' Savings Plan, as amended
and restated.

5.1 Opinion of Jasmina Theodore Boulanger, Esq., Associate General
Counsel and Assistant Secretary of the Company, as to the legality
of any newly issued shares of Common Stock of the Company covered by
this Registration Statement.

5.2 Determination letter, dated December 13, 2000, from the Internal
Revenue Service with respect to the qualification of the Salaried
Savings Plan under Section 401 of the

Internal Revenue Code.

5.3 Determination letter, dated June 5, 2000, from the Internal Revenue
Service with respect to the qualification of the Hourly Savings Plan
under Section 401 of the Internal Revenue Code, filed as Exhibit 5.2
to the Company's Registration Statement on Form S-8 (Registration
No. 333-42722), is incorporated herein by reference.

23.1 Consent of Deloitte & Touche LLP, independent auditors.

23.2 Consent of Jasmina Theodore Boulanger, Esq., contained in her
opinion filed as Exhibit 5.1 to this Registration Statement.

23.3 Consent of Chadbourne & Parke LLP.

24 Power of Attorney authorizing certain persons to sign this
Registration Statement on behalf of certain directors and officers
of the Company, set forth on the signature page of this Registration
Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 the 9th day of
November, 2001.

CONEXANT SYSTEMS, INC.

By /s/ Dennis E. O' Reilly
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(Dennis E. O' Reilly, Senior Vice President,
General Counsel and Secretary)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
DENNIS E. O'REILLY, JASMINA THEODORE BOULANGER and PETER R. KOLYER, and each of
them singly, his true and lawful attorneys-in-fact and agents, with full power
to them and each of them (including the full power of substitution and
resubstitution) (1) to sign for him and in his name and in the capacity or
capacities indicated below any and all amendments (including post-effective
amendments) and supplements to this Registration Statement to be filed by
Conexant Systems, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") and (2) any subsequent registration statement to
be filed by the Company pursuant to Rule 462(b) under the Securities Act of
1933, and to file the same, with all exhibits thereto and all other documents in
connection therewith, with the 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 connection therewith,
as fully to all intents and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his or her 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 on the 9th day of November, 2001 by the
following persons in the capacities indicated:

Signature Title
--------- -----

/s/ Dwight W. Decker Chairman of the Board and Chief Executive Officer
--------------------------- (principal executive officer) and Director
Dwight W. Decker

/s/ Donald R. Beall
---------------------------
Donald R. Beall Director

/s/ Ralph J. Cicerone
---------------------------
Ralph J. Cicerone Director

/s/ Richard M. Bressler
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Richard M. Bressler Director

/s/ F. Craig Farrill
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F. Craig Farrill Director

Signature Title
--------- -----

/s/ Jerre L. Stead
---------------------------
Jerre L. Stead Director

/s/ Balakrishnan S. Iyer
---------------------------
Balakrishnan S. Iyer Senior Vice President and Chief Financial Officer
(principal financial officer)

/s/ J. Scott Blouin
---------------------------
J. Scott Blouin Senior Vice President and Chief Accounting Officer
(principal accounting officer)

THE SAVINGS PLANS. Pursuant to the requirements of the Securities Act of
1933, each of the Savings Plans 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 the 9th day of November, 2001.

CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN

By /s/ Bradley W. Yates
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(Bradley W. Yates, Plan Administrator)

CONEXANT SYSTEMS, INC.
HOURLY EMPLOYEES' SAVINGS PLAN