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As filed with the Securities and Exchange Commission on April 22, 2011
Registration No. 333-123356
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Conexant Systems, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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25-1799439 |
(State or Other Jurisdiction of
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(I.R.S. Employer |
Incorporation or Organization)
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Identification No.) |
4000 MacArthur Boulevard
Newport Beach, California 92660-3095
(Address, Including Zip Code, of Principal Executive Offices)
Conexant Systems, Inc.
Paxonet Communications, Inc. 1997 Stock Option and Stock
Purchase Plan
(Full Title of the Plan)
Sailesh Chittipeddi
President and Chief Executive Officer
Conexant Systems, Inc.
4000 MacArthur Boulevard
Newport Beach, California 92660-3095
(949) 483-4600
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer, and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o |
TABLE OF CONTENTS
EXPLANATORY NOTE
Conexant Systems, Inc., a Delaware corporation (the Registrant), is filing this
Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister certain securities
originally registered by the Registrant pursuant to its Registration Statement on Form S-8 filed
with the Securities and Exchange Commission (the Commission) on March 16, 2005 (Commission File
No. 333-123356 and referred to herein as the Registration Statement) with respect to shares of
the Registrants common stock, par value $0.01 per share (the Common Stock), thereby registered
for offer or sale pursuant to the Conexant Systems, Inc. Paxonet Communications, Inc. 1997 Stock
Option and Stock Purchase Plan (the Plan). Prior to giving effect to the Registrants June 30,
2008 reverse stock split, a total of 604,825 shares of Common Stock were initially registered for
issuance under the Registration Statement.
Effective on April 19, 2011, pursuant to the terms of that certain Agreement and Plan of
Merger, dated as of February 20, 2011, by and between the Registrant, Gold Holdings, Inc.
(Parent) and Gold Acquisition Corp., a wholly owned subsidiary of Parent (Merger Sub), Merger
Sub merged with and into the Registrant (the Merger) with the Registrant surviving as a wholly
owned subsidiary of Parent. Pursuant to the Merger, each outstanding share of Common Stock was
converted into the right to receive $2.40 in cash, without interest and subject to any applicable
withholding tax.
As a result of the Merger, the Registrant has terminated the offering of the Common Stock
pursuant to its existing registration statements, including the Registration Statement, and no
future awards will be made under the Plan. The purpose of this Post-Effective Amendment No. 1 to
Form S-8 Registration Statement is to deregister any and all of the previously registered shares of
Common Stock that remain available for issuance under the Plan (the Plan Shares). The Plan
Shares are hereby deregistered.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the Securities Act),
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 Post-Effective Amendment No. 1 to Form
S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on April 21, 2011.
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CONEXANT SYSTEMS, INC.
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By: |
/s/ Sailesh Chittipeddi
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Sailesh Chittipeddi |
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President and Chief Executive Officer |
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