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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 9, 2004 (July 6, 2004)
Conexant Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-24923 25-1799439
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
100 Schulz Drive
Red Bank, New Jersey 07701
(Address of principal executive offices) (Zip code)
(732) 345-7500
(Registrant's telephone number, including area code)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 12. Results of Operations and Financial Condition.
Registrant's press release dated July 6, 2004 announcing its revised outlook for
its third fiscal quarter ended July 2, 2004 is furnished herewith as Exhibit 99
and is incorporated herein by reference.
Pro forma non-GAAP net earnings per share (EPS) excludes the amortization of
intangible assets, in-process research and development, IP litigation support
costs, special charges, non-cash stock compensation, payroll taxes associated
with stock options exercesed by employees, other special items and certain
non-operating gains and losses and assumes the conversion of $711.8 million of
outstanding convertible subordinated notes. Registrant believes this measure of
earnings provides a better understanding of its underlying operating results and
Registrant uses this measure internally to evaluate its underlying operating
performance. This measure of earnings is not in accordance with, or an
alternative for, generally accepted accounting principles (GAAP) and may be
different from pro forma measures used by other companies. A reconciliation of
the pro forma non-GAAP net earnings per share information to net earnings per
share as determined under GAAP is not currently available as Registrant has not
completed its normal precedures in connection with reporting its financial
results for the third fiscal quarter. Registrant intends to provide such a
reconciliation in connection with its third quarter 2004 earnings announcement,
which is expected to be available during the week of July 26, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONEXANT SYSTEMS, INC.
(Registrant)
By /s/ DENNIS E. O'REILLY
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Name: Dennis E. O'Reilly
Title: Senior Vice President,
Chief Legal Officer and
Secretary
Date: July 9, 2004
EXHIBIT INDEX
Exhibit
Number Description
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99 Press Release of Registrant dated July 6, 2004
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