As
filed with the Securities and Exchange Commission on March 8, 2004. |
Registration Statement
No. 333- |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
Conexant Systems, Inc. (Exact name of registrant as specified in its charter) |
DELAWARE (State or other jurisdiction of incorporation or organization) 100 Schulz Drive Red Bank, New Jersey (Address of Principal Executive Offices) |
25-1799439 (I.R.S. Employer Identification Number) 07701 (Zip Code) |
Conexant Systems, Inc.
Directors Stock Plan (Full title of the plan) |
DENNIS E. O'REILLY, ESQ. Senior Vice President, Chief Legal Officer and Secretary Conexant Systems, Inc. 4000 MacArthur Boulevard, West Tower Newport Beach, California 92660-3095 (Name and address of agent for service) |
(949) 483-4600 (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 |
Calculation of Registration Fee | ||||
Title of securities to be registered | Amount to be registered (1) |
Proposed maximum offering price per share (2) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee |
Common Stock, par value $.01 per share (including the associated Preferred Share Purchase Rights) |
250,000 shares | $7.29 | $1,822,500 | $231 |
(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 Registrants Common
Stock as may be offered or issued 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 Registrants Common Stock on
March 3, 2004, as reported on The Nasdaq Stock
Market, Inc. National Market System.
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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 previously registered under the Registrants Registration Statements on Form S-8 (Registration Nos. 333-69385, 333-86838 and 333-111211). EXPLANATORY NOTEPursuant 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. 333-69385, 333-86838 and 333-111211) filed by the Company on December 22, 1998, April 24, 2002 and December 16, 2003, respectively, relating to the Conexant Systems, Inc. Directors Stock Plan (the Plan), except as expressly modified herein. On December 15, 2003, the Board of Directors approved amendments to the Plan, among other things, to increase by 250,000 shares the number of shares of Common Stock of the Company available for delivery under the Plan. The amendments were approved by shareowners of the Company on February 25, 2004. This registration statement registers the 250,000 additional shares of Common Stock. PART IIINFORMATION REQUIRED IN THE REGISTRATION STATEMENTItem 3. Incorporation of Documents by Reference.The following documents, which have been filed with the Securities and Exchange 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 year ended September 30, 2003; |
(b) | Quarterly Report on Form 10-Q of the Company for the quarter ended December 31, 2003; and |
(c) | The description of the Companys Common Stock contained in Item 11 of the Company's Registration Statement on Form 10, as amended (File No. 000-24923), including any amendment or report filed for the purpose of updating such description. |
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, 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 to 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. Item 8. Exhibits. |
4.1 | Amended and Restated Certificate
of Incorporation of the Company, filed as Exhibit 3-a-1 to the
Companys Annual Report on Form 10-K for the year ended September 30, 2003, is incorporated herein by
reference. |
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4.2 | Amended By-Laws of the Company,
filed as Exhibit 3.b to the Companys Registration Statement on Form S-4
(Registration No. 333-111179), are incorporated herein by reference.
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4.3 | Specimen certificate for the
Companys Common Stock, par value $.01 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.
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II-1 |
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 Companys Registration Statement on
Form S-8 (Registration No. 333-68755), is incorporated herein by reference.
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4.4.2 | First Amendment to Rights Agreement,
dated as of December 9, 1999, filed as Exhibit 4.1 to the Companys
Quarterly Report on Form 10-Q for the quarter ended December 31, 1999, is incorporated herein by reference.
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4.5 | Conexant Systems, Inc.
Directors Stock Plan, as amended effective February 27, 2004.
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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.
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23.1 | Consent of Deloitte & Touche LLP,
independent auditors.
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23.2 | Consent of Jasmina Theodore
Boulanger, Esq., contained in her opinion filed as Exhibit 5 to this
registration statement.
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23.3 | Consent of Chadbourne & Parke LLP.
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24 | Powers of Attorney
authorizing certain persons to sign this registration statement on behalf of certain
directors and officers of the Company.
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CONEXANT SYSTEMS, INC. |
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By | /s/ Dennis E. O'Reilly (Dennis E. O'Reilly, Senior Vice President, Chief Legal Officer and Secretary) |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 8th day of March, 2004 by the following persons in the capacities indicated: |
Signature | Title |
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DWIGHT W. DECKER* | Chairman of the Board of
Directors |
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ARMANDO GEDAY* | Chief Executive Officer (principal executive officer) and Director |
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DONALD R. BEALL* | Director |
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STEVEN J. BILODEAU* | Director |
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RALPH J. CICERONE* | Director |
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DIPANJAN DEB* | Director |
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F. CRAIG FARRILL* | Director |
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BALAKRISHNAN S. IYER* | Director |
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JOHN W. MARREN* | Director |
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D. SCOTT MERCER* | Director |
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JERRE L. STEAD* | Director |
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GIUSEPPE P. ZOCCO* | Director |
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J. SCOTT BLOUIN* | Senior Vice President and
Chief Accounting Officer (principal accounting officer) |
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ROBERT MCMULLAN* | Senior Vice President and
Chief Financial Officer (principal financial officer) |
* By | /s/ Dennis E. O'Reilly (Dennis E. O'Reilly, Attorney-in-fact)** |
** By authority of the powers of attorney filed as Exhibit 24 to this Registration Statement. II-3 EXHIBIT INDEX |
Exhibit Number |
Page |
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4.5 | Conexant Systems, Inc.
Directors Stock Plan, as amended effective February 27, 2004. |
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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. |
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23.1 | Consent of Deloitte & Touche LLP,
independent auditors. |
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23.2 | Consent of Jasmina Theodore
Boulanger, Esq., contained in her opinion filed as Exhibit 5 to
this registration statement. |
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23.3 | Consent of Chadbourne & Parke LLP.
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24 | Powers of Attorney authorizing
certain persons to sign this registration statement on behalf
of certain directors and officers of the Company. |