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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):
MARCH 26, 2003 (MARCH 26, 2003)
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.)
4311 JAMBOREE ROAD
NEWPORT BEACH, CALIFORNIA 92660-3095
(Address of principal executive offices) (Zip code)
(949) 483-4600
(Registrant's telephone number, including area code)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
Effect of Adoption of Statement of Financial Accounting Standards No. 142
The Company adopted Statement of Financial Accounting Standards No. 142
(SFAS 142), "Goodwill and Other Intangible Assets", as of the beginning of
fiscal 2003. In March 2003, the Company completed the required transition
impairment test of all of its goodwill (as of the beginning of fiscal 2003) and
determined that the carrying value of the goodwill in its Mindspeed Technologies
segment exceeded its fair value by $573.2 million. As required by SFAS 142, the
Company's consolidated financial statements for the six months ended March 31,
2003 will include a first quarter impairment charge of $573.2 million--recorded
as the cumulative effect of a change in accounting principle--to write down the
carrying value of goodwill to estimated fair value.
Asset Impairment Charge
In January 2003, the Company decided to close Mindspeed's HotRail design
center and to curtail investment in selected associated products. As a result,
the Company determined that the value of the identified intangible assets
associated with the HotRail business was impaired. The Company will record an
impairment charge of approximately $19 million in the second quarter of fiscal
2003 to write down the carrying value of these identified intangible assets to
fair value.
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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Dennis E. O'Reilly
Senior Vice President,
General Counsel and Secretary
Date: March 26, 2003