As
filed with the Securities and Exchange Commission on March 16, 2005. |
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) 4000 MacArthur Boulevard, West Tower Newport Beach, California (Address of Principal Executive Offices) |
25-1799439 (I.R.S. Employer Identification No.) 92660-3095 (Zip Code) |
Conexant Systems, Inc. Paxonet Communications, Inc. 1997 Stock Option and Stock Purchase 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) | 604,825 shares | $1.60 | $967,720 | $114 |
(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 15, 2005, as reported on The Nasdaq Stock Market, Inc. National Market System. |
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 (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 year ended September 30, 2004; |
(b) | Quarterly Report on Form 10-Q of the Company for the quarter ended December 31, 2004; and |
(c) | Current Reports on Form 8-K of the Company filed on October 28, 2004, November 10, 2004, November 15, 2004, November 18, 2004, December 8, 2004, December 15, 2004, December 22, 2004, February 28, 2005 and March 14, 2005; and |
(d) | The description of the Companys Common Stock contained in Item 11 of the Companys Registration Statement on Form 10, as amended (File No. 000-24923), including any amendment or report filed for the purpose of updating such description. |
4.1 | Amended and Restated Certificate of Incorporation of the Company, filed as
Exhibit 3.a.1 to the Companys Quarterly Report on Form 10-Q for the
quarter ended March 31, 2004, is incorporated herein by reference. |
|
4.2 | Amended By-Laws of the Company, filed as Exhibit 3.(ii) to the Companys Current
Report on Form 8-K dated February 28, 2005, are incorporated herein by reference. |
|
4.3 | Specimen certificate for the Companys Common Stock,
par value $.01 per share, filed as Exhibit 4.3 to the Companys 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 Companys Registration Statement on Form S-8 (Registration
No. 333-68755), 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 Companys Quarterly Report on Form 10-Q for the quarter ended December 31, 1999, is incorporated
herein by reference. |
II-2 |
4.5.1 | The Companys Paxonet Communications, Inc.
1997 Stock Option and Stock Purchase Plan, as amended. |
|
4.5.2 | Forms of Notice of Stock Option Grant and Stock Option Agreement. |
|
5 | Opinion of Jasmina Theodore Boulanger, Esq., Associate
General Counsel and Assistant Secretary of the Company. |
|
23.1 | Consent of Deloitte & Touche LLP,
an independent registered public accounting firm. |
|
23.2 | Consent of Jasmina Theodore Boulanger, Esq.,
contained in the opinion filed as Exhibit 5 to this registration statement. |
|
24 | Powers of Attorney authorizing certain persons to sign this registration statement on
behalf of certain directors and officers of the Company. |
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; |
(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; and |
(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. |
II-3 |
(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 Companys 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. II-4 SIGNATURESPursuant 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 16th day of March, 2005. |
CONEXANT SYSTEMS, INC. |
||
By | /s/ DENNIS E. OREILLY (Dennis E. OReilly, 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 16th day of March, 2005 by the following persons in the capacities indicated: |
Signature | Title |
|
DWIGHT W. DECKER* | Chairman of the Board and Chief Executive Officer
(principal executive officer) |
|
DONALD R. BEALL* | Director |
|
STEVEN J. BILODEAU* | Director |
|
DIPANJAN DEB* | Director |
|
F. CRAIG FARRILL* | Director |
|
BALAKRISHNAN S. IYER* | Director |
|
D. SCOTT MERCER* | Director |
|
JERRE L. STEAD* | Director |
|
GIUSEPPE P. ZOCCO* | Director |
|
J. SCOTT BLOUIN* | Senior Vice President and
Chief Financial Officer (principal financial and accounting officer) |
* By | /s/ DENNIS E. OREILLY (Dennis E. OReilly, Attorney-in-fact)** |
** By authority of the powers of attorney filed as Exhibit 24 to this Registration Statement. II-5 EXHIBIT INDEX |
Exhibit Number |
Page |
||
4.5.1 | The Companys
Paxonet Communications, Inc. 1997 Stock Option and Stock Purchase Plan, as amended. |
||
4.5.2 | Forms
of Notice of Stock Option Grant and Stock Option Agreement. |
||
5 | Opinion of Jasmina Theodore Boulanger, Esq.,
Associate General Counsel and Assistant Secretary of the Company. |
||
23.1 | Consent of Deloitte & Touche LLP,
an independent registered public accounting firm. |
||
23.2 | Consent of Jasmina Theodore Boulanger, Esq.,
contained in the opinion filed as Exhibit 5 to this registration statement. |
||
24 | Powers of Attorney
authorizing certain persons to sign this registration statement on behalf
of certain directors and officers of the Company. |
|