As filed with the Securities and Exchange Commission on July 30, 2002
Registration Statement No. 333-32468
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1
to
FORM S-3
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 4311 Jamboree Road 25-1799439
(State or other Newport Beach, California 92660-3095 (I.R.S. Employer
jurisdiction of (949) 483-4600 Identification
incorporation or (Address, including zip code, Number)
organization) and telephone number, including area code,
of registrant's principal executive offices)
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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
(949) 483-4600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
PETER R. KOLYER, ESQ.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
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Approximate date of commencement of proposed sale to the public: This
post-effective amendment withdraws from registration any 4% convertible
subordinated notes due February 1, 2007 and any shares of common stock into
which the notes have been or are convertible that remain unsold hereunder.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_] __________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] __________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
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WITHDRAWAL OF SECURITIES FROM REGISTRATION
On March 14, 2000, Conexant Systems, Inc., a Delaware corporation
("Conexant"), filed a Registration Statement on Form S-3 (No. 333-32468) (the
"Registration Statement") for purposes of registering resales of $650,000,000
aggregate principal amount of Conexant's 4% Convertible Subordinated Notes due
February 1, 2007 (the "Notes") and 6,018,518 shares of Conexant's common stock,
par value $1 per share (including the associated preferred share purchase
rights), into which the Notes are convertible (the "Conversion Shares").
Pursuant to the terms of the Registration Rights Agreement that
required Conexant to file the Registration Statement, Conexant is no longer
required to keep the Registration Statement effective. Accordingly, this
Post-Effective Amendment No. 1 to the Registration Statement is being filed to
withdraw from registration under the Securities Act of 1933, as amended, all of
the Notes and the Conversion Shares that remain unsold under the Registration
Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Newport
Beach, State of California on July 30, 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
Post-Effective Amendment No. 1 to the Registration Statement has been signed on
the 30th day of July, 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
Dwight W. Decker
DONALD R. BEALL* Director
-------------------------
Donald R. Beall
RICHARD M. BRESSLER* Director
-------------------------
Richard M. Bressler
F. CRAIG FARRILL* Director
-------------------------
F. Craig Farrill
JERRE L. STEAD* Director
-------------------------
Jerre L. Stead
/s/ BALAKRISHNAN S. IYER Senior Vice President and Chief Financial Officer
------------------------- (principal financial officer) and Director
Balakrishnan S. Iyer
/s/ J. SCOTT BLOUIN Senior Vice President, Chief Accounting Officer
------------------------- and Controller (principal accounting officer)
J. Scott Blouin
* 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 the
Registration Statement.
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