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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): NOVEMBER 3, 2003
(NOVEMBER 3, 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.)
4000 MACARTHUR BOULEVARD
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.
On November 3, 2003, Registrant entered into an Agreement and Plan of
Reorganization dated as of November 3, 2003 (the "Agreement") with Concentric
Sub, Inc., a wholly-owned subsidiary of Registrant ("Concentric Sub"), and
GlobespanVirata, Inc. ("GlobespanVirata"). Pursuant to the Agreement, Concentric
Sub will merge with and into GlobespanVirata, with GlobespanVirata as the
surviving corporation (the "Merger"). Each issued and outstanding share of
common stock, par value $0.001, of GlobespanVirata will be converted into the
right to receive 1.198 shares of common stock, par value $0.01 per share, of
Registrant. The Merger is subject to, among other things, regulatory approval
and approval by Registrant's and GlobespanVirata's stockholders.
The foregoing description of the Merger and the Agreement is qualified in
its entirety by reference to the Agreement, which is filed as Exhibit 2 hereto
and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2 Agreement and Plan of Reorganization dated as of November 3,
2003 by and among Registrant, Concentric Sub and
GlobespanVirata.
2
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: November 4, 2003
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EXHIBIT INDEX
Exhibit
Number Description
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2 Agreement and Plan of Reorganization dated as of November 3,
2003 by and among Registrant, Concentric Sub and
GlobespanVirata (excluding exhibits).
4