As filed with the Securities and Exchange Commission on September 28, 2001
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
4311 Jamboree Road
Newport Beach, California 92660-3095
(Address of Principal Executive Offices) (Zip Code)
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HyperXS Communications, Inc. 2000 Stock Option 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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Proposed Proposed
Amount maximum maximum Amount of
to be offering aggregate registration
Title of securities to be registered registered(1) price per unit(2) offering price(2) fee
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Common Stock, par value $1 per share 210,000 shares $4.79 $1,006,500 $252
(including the associated Preferred
Share Purchase Rights)..............
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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 weighted average of
the exercise price of the outstanding options.
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 10-K of Conexant Systems, Inc. (the
"Company") for the fiscal year ended September 30, 2000
(including the portions of the Proxy Statement for the
Company's 2001 Annual Meeting of Shareowners that are
incorporated therein by reference);
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 2000;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001;
(d) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001;
(e) The Company's Current Report on Form 8-K filed October 3,
2000;
(f) The Company's Current Report on Form 8-K filed March 27, 2001;
(g) The Company's Current Report on Form 8-K filed May 29, 2001;
and
(h) 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 pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), 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
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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.
Item 4. Description of Securities.
This Item is not applicable.
Item 5. Interests of Named Experts and Counsel.
Jasmina Theodore Boulanger, Esq., who has passed upon the legality
of any newly issued shares of Common Stock of the Company covered by this
Registration Statement, is Associate General Counsel and Assistant Secretary of
the Company.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors for breach of their
fiduciary duty of care, subject to certain limitations. The Company's Restated
Certificate of Incorporation provides that Company directors are not liable to
the Company or its shareowners for monetary damages for breach of fiduciary duty
as a director, except for liability (1) for any breach of the director's duty of
loyalty to the Company or its shareowners, (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (3)
for willful or negligent violation of the laws governing the payment of
dividends or the purchase or redemption of stock or (4) for any transaction from
which a director derived an improper personal benefit.
The Delaware General Corporation Law provides for indemnification of
directors, officers, employees and agents subject to certain limitations. The
Company's by-laws and the appendix thereto provide for the indemnification of
directors, officers, employees and agents of the Company to the extent permitted
by Delaware law. The Company's directors and officers are insured against
certain liabilities for actions taken in such capacities, including liabilities
under the Securities Act of 1933, as amended (the "Securities Act").
Item 7. Exemption from Registration Claimed.
This Item is not applicable.
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.
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4.2 By-Laws of the Company, filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-8 (Registration No. 333-68755)
(the "Salaried Savings Plan Form S-8"), are 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 Salaried Savings Plan Form
S-8, 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 HyperXS Communications, Inc. 2000 Stock Option Plan, as amended.
5 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., Associate General
Counsel and Assistant Secretary of the Company, contained in her
opinion filed as Exhibit 5 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, set forth on the signature page of this Registration
Statement.
Item 9. Undertakings.
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
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(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed with or furnished
to the Commission by the Company pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability
under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
B. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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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 28TH DAY
OF SEPTEMBER, 2001.
CONEXANT SYSTEMS, INC.
By /s/ Dennis E. O'Reilly
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(Dennis E. O'Reilly, Senior Vice President,
General Counsel and Secretary)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
DENNIS E. O'REILLY, JASMINA THEODORE BOULANGER and PETER R. KOLYER, and each of
them singly, his true and lawful attorneys-in-fact and agents, with full power
to them and each of them (including full power of substitution and
resubstitution) (1) to sign for him and in his name and in the capacity or
capacities indicated below any and all amendments (including post-effective
amendments) and supplements to this Registration Statement to be filed by
Conexant Systems, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") and (2) any subsequent registration statement to
be filed by the Company pursuant to Rule 462(b) under the Securities Act of
1933, and to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON THE 28TH DAY OF SEPTEMBER, 2001 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
Signature Title
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Chairman of the Board and Chief Executive Officer
/s/ Dwight W. Decker (principal executive officer) and Director
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Dwight W. Decker
/s/ Donald R. Beall Director
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Donald R. Beall
/s/ Richard M. Bressler Director
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Richard M. Bressler
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Senior Vice President and Chief Financial Officer
/s/ Balakrishnan S. Iyer (principal financial officer)
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Balakrishnan S. Iyer
Senior Vice President and Chief Accounting Officer
/s/ J. Scott Blouin (principal accounting officer)
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J. Scott Blouin
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Pages
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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 By-Laws of the Company, filed as Exhibit 4.2 to the
Company's Registration Statement on Form S-8 (Registration
No. 333-68755) (the "Salaried Savings Plan Form S-8"), are
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
Salaried Savings Plan Form S-8, 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 HyperXS Communications, Inc. 2000 Stock Option Plan, as
amended.
5 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., Associate General
Counsel and Assistant Secretary of the Company, contained in
her opinion filed as Exhibit 5 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, set forth on the signature page of
this Registration Statement.