As filed with the Securities and Exchange Commission on April 24, 2002.
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
incorporation or organization) Identification No.)
4311 Jamboree Road, Newport Beach, California 92660-3095
(Address of Principal Executive Offices) (Zip Code)
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Conexant Systems, Inc. Retirement Savings Plan
(Full title of the plan)
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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
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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
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Common Stock, par value $1 per share
(including the associated Preferred
Share Purchase Rights) (3)........... 1,275,000 shares $11.37 $14,496,750 $1,333.70
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(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 April 23, 2002, 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 plan described herein.
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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 plan
previously registered under the Registrant's Registration Statements on
Form S-8 (Registration Nos. 333-68755 and 333-73142).
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement
hereby incorporates by reference the contents of the Registration Statements on
Form S-8 (Registration Nos. 333-68755 and 333-73142) filed by Conexant Systems,
Inc. (the "Company") on December 11, 1998 and November 9, 2001, respectively,
relating to the Conexant Systems, Inc. Retirement Savings Plan (the "Salaried
Savings Plan"), except as expressly modified herein.
On March 15, 2002, the Board of Directors of the Company adopted resolutions
authorizing the registration under the Securities Act of 1933, as amended, of an
additional 1,275,000 shares of Common Stock of the Company and an indeterminate
amount of plan interests for delivery under the Salaried Savings Plan. This
Registration Statement registers such 1,275,000 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) Annual Report on Form 11-K of the Conexant Systems, Inc.
Retirement Savings Plan for the year ended September 30, 2001;
(b) Annual Report on Form 10-K of Conexant Systems, Inc. (the
"Company") for the year ended September 30, 2001 (including
the portions of the Proxy Statement for the Company's 2002
Annual Meeting of Shareowners that are incorporated therein by
reference);
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 2001;
(d) The Company's Current Reports on Form 8-K filed December 19,
2001, March 1, 2002 and March 15, 2002; and
(e) 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 and the Conexant
Systems, Inc. Retirement Savings Plan, as amended, pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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.
II-1
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 Amended By-Laws of the Company, filed as Exhibit 3-a-3 to the Company's
Annual Report on Form 10-K for the fiscal year ended September 30,
2001, 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 Company's Registration Statement on Form
S-8 (Registration No. 333-68755), 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, filed as Exhibit 4.5 to
the Company's Registration Statement on Form S-8 (Registration No.
333-73142), is incorporated herein by reference.
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 Conexant
Systems, Inc. Retirement 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. 333-73142), 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,
filed as Exhibit 24 to the Company's Registration Statement on Form S-8
(Registration No. 333-86838), is incorporated herein by reference.
II-2
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 24th day
of April, 2002.
CONEXANT SYSTEMS, INC.
By /s/ Dennis E. O'Reilly
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(Dennis E. O'Reilly, Senior Vice
President, General Counsel and
Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 24th day of April, 2002 by the
following persons in the capacities indicated:
Signature Title
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DWIGHT W. DECKER* Chairman of the Board and Chief Executive Officer
(principal executive officer) and Director
DONALD R. BEALL* Director
RICHARD M. BRESSLER* Director
RALPH J. CICERONE* Director
HOSSEIN ESLAMBOLCHI* Director
F. CRAIG FARRILL* Director
BALAKRISHNAN S. IYER* Senior Vice President and Chief Financial Officer
(principal financial officer) and Director
JERRE L. STEAD* Director
J. SCOTT BLOUIN* Senior Vice President, Chief Accounting Officer
and Controller (principal accounting officer)
*By /s/ Dennis E. O'Reilly
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(Dennis E. O'Reilly, Attorney-in-fact)**
** By authority of the power of attorney filed as Exhibit 24 to this
Registration Statement.
II-3
THE SAVINGS PLAN. Pursuant to the requirements of the Securities Act
of 1933, the Salaried Savings Plan 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 24th day of April, 2002.
CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
By /s/ Bradley W. Yates
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(Bradley W. Yates, Plan Administrator)
II-4
EXHIBIT INDEX
Page
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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.
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.