-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HvRnbLSKtQ51i4VYet3tfl7kW7dncAkpIiBPMNXY/sG1b1hhR+pTCiRnBui/2QOq 9fgGcixYq/0IKiweCWPJVw== 0000893838-01-500006.txt : 20010131 0000893838-01-500006.hdr.sgml : 20010131 ACCESSION NUMBER: 0000893838-01-500006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010130 EFFECTIVENESS DATE: 20010130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONEXANT SYSTEMS INC CENTRAL INDEX KEY: 0001069353 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 251799439 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-54646 FILM NUMBER: 1519551 BUSINESS ADDRESS: STREET 1: 4311 JAMBOREE RD CITY: NEWPORT BEACH STATE: CA ZIP: 92660-3095 BUSINESS PHONE: 9492214600 MAIL ADDRESS: STREET 1: 4311 JAMBOREE RD CITY: NEWPORT BEACH STATE: CA ZIP: 92660-3095 FORMER COMPANY: FORMER CONFORMED NAME: ROCKWELL SEMICONDUCTOR SYSTEMS INC DATE OF NAME CHANGE: 19980929 S-8 1 s8ati.txt FORM S-8 As filed with the Securities and Exchange Commission on January 30, 2001 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 25-1799439 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4311 Jamboree Road Newport Beach, California 92660-3095 (Address of Principal Executive Offices) (Zip Code) -------------------------- Applied Telecom, Inc. 2000 Non-Qualified Stock Option Plan (Full title of the plan) -------------------------- 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) -------------------------- (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
=================================================================================================================================== Amount to be Proposed maximum offering Proposed maximum aggregate Amount of Title of securities to be registered registered price per unit offering price registration fee - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1 per share (including the associated Preferred Share Purchase Rights).............. 37,465 shares $4.47 $167,469 $42 - -----------------------------------------------------------------------------------------------------------------------------------
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. (a) 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, 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; and (c) 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 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. II-1 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. 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. 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"), is 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. 4.5.1 Applied Telecom, Inc. 2000 Non-Qualified Stock Option Plan, as amended. II-2 4.5.2 Form of Applied Telecom, Inc. 2000 Non-Qualified Stock Option Agreement. 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; (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. 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 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. II-4 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 30th day of January, 2001. CONEXANT SYSTEMS, INC. By /s/ Dennis E. O'Reilly ------------------------------------------- (Dennis E. O'Reilly, Senior Vice President, General Counsel and Secretary) II-5 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 Section 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 30th day of January, 2001 by the following persons in the capacities indicated: Signature Title --------- ----- /s/ Dwight W. Decker Chairman of the Board and Chief Executive Officer ------------------------ (principal executive officer) and Director Dwight W. Decker /s/ Donald R. Beall Director ------------------------ Donald R. Beall /s/ Richard M. Bressler Director ------------------------ Richard M. Bressler II-6 /s/ F. Craig Farrill Director ------------------------ F. Craig Farrill /s/ Jerre L. Stead Director ------------------------ Jerre L. Stead /s/ Balakrishnan S. Iyer Senior Vice President and Chief Financial Officer ------------------------- (principal financial officer) Balakrishnan S. Iyer /s/ Steven M. Thomson Vice President and Controller ------------------------- (principal accounting officer) Steven M. Thomson II-7 EXHIBIT INDEX Exhibit Number Page - ------ ---- 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") is 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. 4.5.1 Applied Telecom, Inc. 2000 Non-Qualified Stock Option Plan, as amended. 4.5.2 Form of Applied Telecom, Inc. 2000 Non-Qualified Stock Option Agreement. 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.
EX-4 2 s8ati451.txt EXHIBIT 4.5.1 Exhibit 4.5.1 APPLIED TELECOM, INC. 2000 NON-QUALIFIED STOCK OPTION PLAN, AS AMENDED EFFECTIVE APRIL 5, 2000 Section 1: Purpose The purpose of this Applied Telecom, Inc. 2000 Non-Qualified Stock Option Plan (the "Plan") is to provide incentive compensation to employees and prospective employees, contractors and consultants of the Company; to attract and retain individuals of outstanding ability; and to align the interests of such persons with the interests of the Company's shareholders. Section 2: Definitions The following terms, as used herein, shall have the meaning specified: "Award" means a Non-Qualified Stock Option granted pursuant to Section 4. "Award Agreement" means an agreement entered into between the Company and a Participant, or a confirming memorandum issued by the Company to a Participant, setting forth the terms and conditions applicable to an Award granted to the Participant. "Board" means the Board of Directors of the Company as it may be comprised from time to time. "Committee" means the Compensation and Management Development Committee of the Board of Directors of Conexant as it may be comprised from time to time or such other Committee of the Board of Directors of Conexant designated by the Board of Directors of Conexant to administer the Plan. "Company" means Applied Telecom, Inc., a Delaware corporation, and any successor corporation. "Conexant" means Conexant Systems, Inc., a Delaware corporation, of which the Company is a subsidiary, and any successor corporation. "Disability" means permanent and total disability within the meaning of the Company's long-term disability plan, as it may be amended from time to time, or, if there is no such plan, as determined by the Board. "Employees" means persons who at the time of grant of an Award are employees of the Company. Subject to the exclusions set forth below, the terms "employee" and "employees" shall include those individuals who were hired (and advised that they were being hired) directly by the Company as regular employees and who perform regular employment services directly for the Company. Exclusions: The terms "employee" or "employees" as used in the Plan shall not include any individuals who work, or who were hired to work, or who were advised that they work: (1) as independent contractors or employees of independent contractors; or (2) as temporary employees, regardless of the length of time that they work at the Company; or (3) through a temporary employment agency, job placement agency, or other third party; or (4) as part of an employee leasing arrangement between the Company and any third party. For the purposes of the Plan, the exclusions described above shall remain in effect even if the described individuals could otherwise be construed as employees under any applicable common law. "Fair Market Value" means the value of the Company's stock as determined by the Board from time to time; provided, however, that effective as of April 5, 2000, the Fair Market Value shall be equal to the closing price of Conexant common stock as reported in the Nasdaq reporting system on the relevant date, or if no sale of Conexant common stock is reported for such date, the next preceding day for which there is a reported sale. "Non-Employee" means an individual who at the time of the grant (1) has been extended an offer of employment with the Company but who has not yet accepted said offer and become an Employee, or (2) performs consulting, contracting or other services for the Company or a Subsidiary other than in a capacity as an Employee or who has been extended an offer to perform such consulting, contracting or other services for the Company. "Participant" means any Employee or Non-Employee who has been granted an Award pursuant to the Plan. "Stock" means shares of common stock of Conexant, or any security of Conexant issued in substitution, exchange or lieu thereof. Section 3: Eligibility Persons eligible for Awards shall consist of Employees and Non-Employees whose performance or potential contribution, in the judgment of the Board, will benefit the future success of the Company. Section 4: Awards/Non-Qualified Stock Options The Board may grant Awards of Non-Qualified Stock Options, as the Board in its discretion may determine. A "Non-Qualified Stock Option" is an Award to an 2 Employee or Non-Employee in the form of an option to purchase a specific number of shares of Stock exercisable at such time or times, and during such specified time not to exceed eight (8) years, as the Board may determine, at a price not less than 100% of the Fair Market Value of the Stock on the date the option is granted. a. The purchase price of the Stock subject to the option may be paid in cash. At the discretion of the Committee, the purchase price may also be paid by the tender of Stock (the value of such Stock shall be its Fair Market Value on the date of exercise), or through a combination of Stock and cash, or through such other means as the Committee determines are consistent with the Plan's purpose and applicable law. No fractional shares of Stock will be issued or accepted. b. Without limiting the foregoing, the Committee may permit Participants, either on a selective or aggregate basis, to simultaneously exercise options and sell the shares of Stock thereby acquired, pursuant to a brokerage or similar arrangement approved in advance by the Committee, and use the proceeds from such sale as payment of the purchase price of such Stock and any applicable withholding taxes. No additional grants may be made pursuant to the Plan after April 5, 2000. Section 5: Shares of Stock Available Under Plan a. Subject to adjustment as set forth in Section 9, the maximum number of shares of Stock that may be delivered pursuant to the Plan shall be 37,465 (thirty-seven thousand four hundred sixty-five). b. Shares of Stock with respect to the unexercised, undistributed or unearned portion of any terminated or forfeited Award shall not be available for further Awards. c. The Stock that may be delivered pursuant to an Award under the Plan may be treasury shares or authorized but unissued Stock, or Stock may be acquired, subsequently or in anticipation of the transaction, in the open market to satisfy the requirements of the Plan. Section 6: Award Provisions a. Award Agreements. Each Award under the Plan shall be evidenced by an Award Agreement. Each Award Agreement shall set forth the number of shares of Stock subject to the Award and such other terms and conditions applicable to the Award, 3 as determined by the Board, not inconsistent with the terms of the Plan. In the event of any conflict between an Award Agreement and the Plan, the terms of the Plan shall govern. b. Non-Assignability. No Award, or the right to purchase Stock thereunder, shall be assignable or transferable, except by will, by the laws of descent or distribution, or upon dissolution of marriage pursuant to a qualified domestic relations order, and during the lifetime of a Participant, an Award shall be exercised only by the Participant or by the Participant's guardian or legal representative; provided, however, that the Committee may, on a case-by-case basis, authorize assignment or transfer of an Award on such conditions as the Committee shall determine. c. Termination of Employment. (i) Awards will be exercisable by a Participant (or the Participant's permitted successor-in-interest) following the Participant's termination of employment with Conexant or a subsidiary of Conexant only to the extent that installments thereof had become exercisable on or prior to the date of such termination; provided, however, that the Committee may, in its discretion, elect to accelerate the vesting of all or any portion of any Award that had not become exercisable on or prior to the date of such termination or to extend the vesting period beyond the date of such termination. (ii) Awards shall include a provision describing the treatment of an Award in the event of the Disability, death or other termination of a Participant's employment with Conexant or a subsidiary of Conexant or leave of absence, including, but not limited to, terms relating to the vesting, time for exercise, forfeiture or cancellation of an Award in such circumstances. Participants who terminate employment due to Disability or death or who are on a leave of absence prior to the satisfaction of applicable conditions and restrictions associated with their Award(s) may be entitled to a prorated Award(s) as and to the extent determined by the Committee. (1) For purposes of the Plan, (A) a transfer of an Employee from Conexant to an affiliate of Conexant, whether or not incorporated, or visa versa, or from one affiliate of Conexant to another, and (B) a leave of absence, duly authorized in writing by Conexant, shall not be deemed a termination of employment; (2) Awards shall include a provision stating that in the event a Participant's employment is terminated for cause, anything in the Plan or the Award Agreement to the contrary notwithstanding, all unexercised or unearned Awards granted to the Participant shall immediately terminate and be forfeited; 4 (3) The provisions of this subsection (c) may be modified to the extent deemed advisable by the Committee in Award Agreements pertaining to Non-Employees providing consulting, contracting or other services to the Company. d. Rights as a Stockholder. A Participant shall have no rights as a stockholder with respect to any Stock covered by an Award until the date the Participant becomes the holder of record of Stock. Except as provided in Section 9, no adjustment shall be made for dividends or other rights, unless the Award Agreement specifically requires such adjustment. e. Withholding. Whenever the granting, vesting or exercise of any Award, or the delivery of any Stock upon exercise of an Award or transfer thereof, gives rise to any taxes required by law to be withheld, the Committee will have the right as a condition thereto to require the Participant to remit to Conexant an amount sufficient to satisfy such tax withholding obligation. A Participant may satisfy the withholding obligation by paying the amount of any taxes in cash or, with the approval of the Committee, shares of Stock may be delivered to Conexant or deducted from the payment or, in accordance with Section 4(b), sold to satisfy the obligation in full or in part. If such tax withholding obligation is paid in shares of Stock, tax amounts shall be limited to the statutory minimum as required by law. f. Performance Conditions. The Committee may condition, or provide for the acceleration of the exercisability or vesting of any Award upon such prerequisites as it, in its sole discretion, deems appropriate, including, but not limited to, achievement of specific objectives, whether absolute or relative to a peer group or index designated by the Committee, with respect to one or more measures of the performance of the Company, including, but not limited to, earnings per share, revenue, net income (whether before or after extraordinary items), net operating income, earnings before interest, taxes, depreciation and amortization (EBITDA), stock price and total shareowner return. Section 7: Amendment and Termination The Board, upon the recommendation of the Committee, may at any time amend, suspend or discontinue the Plan, in whole or in part, and the Committee may at any time alter or amend any or all Awards and Award Agreements under the Plan to the extent permitted by law, except that, subject to the provisions of Section 9, no such alteration or amendment shall impair the rights of any holder of an Award without the holder's consent. 5 Section 8: Administration a. The Committee's determinations under the Plan need not be uniform and may be made by it selectively among Employees and Non-Employees who receive, or who are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated. b. The Committee and others to whom the Committee has delegated such duties shall keep a record of all their proceedings and actions and shall maintain all such books of account, records and other data as shall be necessary for the proper administration of the Plan. c. Conexant shall pay all reasonable expenses of administering the Plan, including, but not limited to, the payment of professional fees. d. The Committee may appoint such accountants, counsel, and other experts as it deems necessary or desirable in connection with the administration of the Plan. The Committee may delegate to the officers or employees of Conexant and its subsidiaries the authority to execute and deliver such instruments and documents, to do all such acts and things, and to take all such other steps deemed necessary, advisable or convenient for the effective administration of the Plan in accordance with its terms and purpose. e. Subject to the express provisions of the Plan, the Committee shall have the power to implement (including the power to delegate such implementation to appropriate officers of Conexant and its subsidiaries), interpret and construe the Plan and Awards and Award Agreements or other documents defining the rights and obligations of the Company, Conexant and Participants hereunder and thereunder, to determine all questions arising hereunder and thereunder, and to adopt and amend such rules and regulations for the administration hereof and thereof as it may deem desirable. The interpretation and construction by the Committee of any provisions of the Plan or of any Award or Award Agreement shall be conclusive and binding. Any action taken by, or inaction of, the Committee relating to the Plan or any Award or Award Agreement shall be within the discretion of the Committee and shall be conclusive and binding upon all persons. Subject only to compliance with the express provisions hereof, the Committee may act in its discretion in matters related to the Plan and any and all Awards and Award Agreements. Section 9: Adjustment Provisions a. In the event of any change in the outstanding shares of Stock by reason of a stock dividend or split, recapitalization, reclassification, merger or consolidation 6 (whether or not Conexant is a surviving corporation), reorganization, combination or exchange of shares or other similar corporate changes or an extraordinary dividend in cash, securities or other property, the Committee shall make or take such amendments to the Plan and outstanding Awards and Award Agreements and such adjustments and actions hereunder and thereunder as it deems appropriate, in its sole discretion, under the circumstances, and its determination in that respect shall be final and binding. Such amendments, adjustments and actions may include, but are not limited to, changes in the number of shares of Stock (or other securities) then remaining subject to the Plan, and the maximum number of shares that may be delivered to any single Participant pursuant to the Plan, including those that are then covered by outstanding Awards, so that upon such adjustment, the number of shares of Stock shall: (i) in the event of an increase in the number of outstanding shares, be proportionately increased and the price for each share then covered by an outstanding Award shall be proportionately reduced; and (ii) in the event of a reduction in the number of outstanding shares, be proportionately reduced and the price for each share then covered by an outstanding Award shall be proportionately increased. No fractional interests will be issued under the Plan resulting from any adjustments. b. The Committee shall in its discretion make any further adjustments as it deems necessary to ensure equitable treatment of any holder of an Award as the result of any transaction affecting the securities subject to the Plan not described in subsection (a), or as is required or authorized under the terms of any applicable Award Agreement. c. The existence of the Plan and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Board or the Board of Directors of Conexant or the stockholders of the Company or Conexant to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, any merger or consolidation of the Company or Conexant, any issue of bonds, debentures, preferred or prior preference stock or other securities ahead of or affecting the Stock or the rights thereof, the dissolution or liquidation of the Company or Conexant or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding. Section 10: Miscellaneous a. Other Payments or Awards. Nothing contained in the Plan shall be deemed in any way to limit or restrict Conexant from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect. b. Payments to Other Persons. If payments are legally required to be made to any person other than the person to whom any amount is made available under 7 the Plan, payments shall be made accordingly. Any such payment shall be a complete discharge of the liability hereunder. c. Unfunded Plan. The Plan shall be unfunded. No provision of the Plan or any Award or Award Agreement shall require the Company, Conexant or any subsidiary of Conexant for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company, Conexant or any subsidiary of Conexant maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, Conexant or any subsidiary of Conexant, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees or consultants, as applicable, under generally applicable law. d. Limits of Liability. Any liability of the Company or Conexant to any Participant with respect to an Award shall be based solely upon contractual obligations created by the Plan and the Award Agreement. None of the Company, Conexant, any member of the Board, any member of the Board of Directors of Conexant, any member of the Committee or any other person participating in any determination of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability to any party for any action taken, or not taken, in good faith under the Plan. e. Rights of Employees and Non-Employees. Status as an eligible Employee or Non-Employee shall not be construed as a commitment that any Award shall be made under the Plan to such eligible Employee or Non-Employee or to eligible Employees or Non-Employees generally. Nothing contained in the Plan or in any Award Agreement shall confer upon any Employee or Non-Employee any right to continue in the employ or other service of or, in the case of prospective employees, contractors or consultants, become employed by or render service to the Company, Conexant or any subsidiary of Conexant or constitute any contract or limit in any way the right of the Company, Conexant or any subsidiary of Conexant to change such person's compensation or other benefits or, in the case of prospective employees, contractors or consultants, prospective compensation or benefits or to terminate the employment or other service or, in the case of prospective employees, contractors or consultants, withdraw an offer of employment or offer to retain such person with or without cause. f. Section Headings. The section headings contained herein are for the purpose of convenience only, and in the event of any conflict, the text of the Plan, rather than the section headings, shall control. 8 g. Gender, Etc. In interpreting the Plan, the masculine gender shall include the feminine, the neuter gender shall include the masculine or feminine, and the singular shall include the plural unless the context clearly indicates otherwise. h. Invalidity. If any term or provision contained herein or in any Award Agreement shall to any extent be invalid or unenforceable, such term or provision, to the extent practicable, will be reformed so that it is valid and as consistent as possible with the original provisions hereof, and such invalidity or unenforceability shall not affect any other provision or part thereof. i. Applicable Law. The Plan, the Award Agreements and all actions taken hereunder or thereunder shall be governed by, and construed in accordance with, the laws of the State of Illinois without regard to the conflict of law principles thereof. j. Compliance with Laws. Notwithstanding anything contained herein or in any Award Agreement to the contrary, neither the Company nor Conexant shall be required to sell or deliver shares of Stock or other securities hereunder or thereunder if the sale or delivery thereof would constitute a violation by the Participant, the Company or Conexant of any provisions of any law or regulation of any governmental authority or any national securities exchange or interdealer quotation system, and as a condition of any sale or delivery Conexant may require such agreements or undertakings, if any, as Conexant may deem necessary or advisable in its discretion to assure compliance with any such law or regulation. k. Effective Date and Term. The Plan was adopted by the Board, became effective as of February 29, 2000 and was amended by the Board effective as of April 5, 2000. The Plan shall remain in effect until all Awards granted under the Plan have been exercised or terminated under the terms of the Plan and applicable Award Agreements, provided that Awards under the Plan may only be granted within ten (10) years from the effective date of the Plan. 9 EX-4 3 s8ati452.txt EXHIBIT 4.5.2 Exhibit 4.5.2 ------------- DATE NAME ADDRESS Social Security/Account Number: Dear Optionee: We are pleased to notify you that the Board of Directors has granted to you today the following stock option(s) under the 2000 Non-Qualified Stock Plan (the Plan): Date of Grant Type of Grant Number of Shares Option Price ------------------------------------------------------------------ 2/29/00 Non-Qualified $8.17 These stock option(s) have been granted, and may be exercised only upon the terms and conditions of this Stock Option Agreement, subject in all respects to the provisions of the Plan, as it may be amended. The attached Stock Option Terms and Conditions are incorporated in and are part of this Stock Option Agreement. APPLIED TELECOM, INC. By: /s/ James D. Beatty ------------------------- Its: President ------------------------- APPLIED TELECOM, INC. 2000 NON-QUALIFIED STOCK OPTION PLAN STOCK OPTION AGREEMENT STOCK OPTION TERMS AND CONDITIONS 1. Definitions Capitalized terms used and not defined herein shall have the respective meanings assigned to such terms in the Plan. As used in these Stock Option Terms and Conditions, the following words and phrases shall have the respective meanings ascribed to them below unless the context in which any of them is used clearly indicates a contrary meaning: (a) ATI: Applied Telecom, Inc., an Illinois corporation. (b) Options: The stock option or stock options listed in the first paragraph of the letter dated [Date] to which these Stock Option Terms and Conditions are attached and which together with these Stock Option Terms and Conditions constitutes the Stock Option Agreement. (c) Option Shares: The shares of ATI Common Stock issuable or transferable on exercise of the Options. (d) Plan: ATI's 2000 Non-Qualified Stock Plan, as such Plan may be amended and in effect at the relevant time. (e) Shares: Shares of ATI Common Stock. (f) Stock Option Agreement: These Stock Option Terms and Conditions together with the letter dated [Date] to which they are attached. 2. When Options May be Exercised The Options may be exercised, in whole or in part (but only for a whole number of shares) and at one time or from time to time, as follows: Beginning Ending 50% of the Option Shares March 1, 2001 February 29, 2008 50% of the Option Shares March 1, 2002 February 29, 2008 All vesting increments are rounded to the nearest whole number of Option Shares and vest only during the period indicated above, provided that: (a) if you die while an employee of ATI, your estate, or any person who acquires the Options by bequest or inheritance, may exercise all the Options not theretofore exercised within (and only within) the period beginning on your date of death (even if you die before you have become entitled to exercise all or any part of the Options) and ending three years thereafter; (b) if your employment by ATI terminates other than by death, then: (i) if your employment by ATI is terminated for cause, the Options shall expire forthwith upon your termination and may not be exercised thereafter; and (ii) if your employment by ATI terminates for any reason including Disability) not specified in subparagraph (a) or in clause (i) of this subparagraph (b), you (or if you die after your termination date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period ending three months after your termination date, but only to the extent they were exercisable on your termination date, it being understood that neither (i) your transfer from ATI to a Subsidiary or affiliate ATI, whether or not incorporated, or vice versa, or from one Subsidiary or affiliate of ATI to another, nor (ii) a leave of absence duly authorized in writing by ATI, shall be deemed a termination of employment; (c) the beginning exercise date of any unexercisable Options will be delayed for the length of time during which you are on an unpaid leave of absence duly authorized in writing by ATI that exceeds six months. The Board may, in its discretion, extend the period during which Options may be exercised beyond the period set forth in subparagraphs (a) and (b)(ii) above, but in no event shall the provisions of the foregoing subparagraphs (a) and (b) extend to a date after February 29, 2008 the period during which the Options may be exercised. 2 3. Exercise Procedure (a) To exercise all or any part of the Options, you (or after your death, your estate or any person who has acquired the Options by bequest or inheritance) must contact the Plan administrator for instructions regarding exercise. In connection with any exercise of Options: (i) full payment of the exercise price for the Option Shares to be purchased on exercise of the Options may be made by check or wire transfer of the exercise price and any withholding taxes payable; (ii) in the case of any person other than you seeking to exercise the Options, such documents as the Plan administrator shall require to establish to their satisfaction that the person seeking to exercise the Options is entitled to do so. (b) The Board may from time to time establish such other procedures in connection with the exercise of the Options, including, but not limited to a telephonic or electronic exercise procedure and a cashless exercise procedure pursuant to which a sufficient number of Option Shares may be sold and the proceeds applied to the exercise price and any withholding taxes in connection with such exercise. (c) An exercise of the whole or any part of the Options shall be effective if you elect (or after your death, the person entitled to exercise the Options elects) to pay the exercise price for the Option Shares entirely by check; (i) upon confirmation of our transaction by ATI and full payment of the exercise price and withholding taxes (if applicable) being received by ATI within five business days following the confirmation; and (ii) receipt of any documents required pursuant to Section 3(a)(ii). (d) By your acceptance of this Stock Option Agreement, you agree (for yourself and on behalf of any other person who becomes entitled to exercise the Options) to deliver or cause to be delivered to ATI any balance of the exercise price for the Option Shares to be purchased upon the exercise of the Option required to pay in full the exercise price for those Option Shares, that payment being by check or wire transfer, on or before the fifth business day after the date on which you notify ATI of the exercise. If such payment is not made, you (for yourself and on behalf of any other person who becomes entitled to exercise the Options) authorize ATI, in its discretion, to set off against salary payments or other amounts 3 due or which may become due you (or the person entitled to exercise the Options) any balance of the exercise price for those Option Shares remaining unpaid thereafter. 4. Transferability The Options are not transferable by you otherwise than by will or by the laws of descent and distribution. During your lifetime, only you are entitled to exercise the Options. 5. Withholding ATI shall have the right, in connection with the exercise of the Options in whole or in part, to deduct from any payment to be made by ATI under the Plan an amount equal to the taxes required to be withheld by law with respect to such exercise or to require you (or any other person entitled to exercise the Options) to pay to it an amount sufficient to provide for any such taxes so required to be withheld. By your acceptance of this Stock Option Agreement, you agree (for yourself and on behalf of any other person who becomes entitled to exercise the Options) that if ATI elects to require you (or such other person) to remit an amount sufficient to pay such withholding taxes, you (or such other person) must remit that amount within five business days after the confirmation of the Option exercise. If such payment is not made, ATI, in its discretion, shall have the same right of set-off with respect to payment of the withholding taxes in connection with the exercise of the Option as provided under Section 3(d) with respect to payment of the exercise price. 6 Rights as Stockholder You will not have any rights as a stockholder with respect to any Option Shares unless and until you become the holder of such Option Shares on the books and records of ATI. 7. Headings The section headings contained in these Stock Option Terms and Conditions are solely for the purpose of reference, are not part of the agreement of the parties and shall in no way affect the meaning or interpretation of this Stock Option Agreement. 4 8. References All references in these Stock Option Terms and Conditions to Sections, paragraphs, subparagraphs or clauses shall be deemed to be references to Sections, paragraphs, subparagraphs and clauses of these Stock Option Terms and Conditions unless otherwise specifically provided. 9. Entire Agreement This Stock Option Agreement and the Plan embody the entire agreement and understanding between ATI and you with respect to the Options, and there are no representations, promises, covenants, agreements or understandings with respect to the Options other than those expressly set forth in this Stock Option Agreement and the Plan. 10. Applicable Laws and Regulations This Stock Option Agreement and ATI's obligation to issue Option Shares hereunder are governed by the laws of Illinois, without regard to its conflicts of laws principles, and the Federal law of the United States. 5 EX-5 4 s8ati5.txt EXHIBIT 5 Exhibit 5 --------- Letterhead of Jasmina Theodore Boulanger, Esq. Conexant Systems, Inc. 4311 Jamboree Road Newport Beach, California 92660-3095 January 30, 2001 Conexant Systems, Inc. 4311 Jamboree Road Newport Beach, California 92660-3095 Re: Opinion Letter - Applied Telecom, Inc. 2000 Non-Qualified Stock Option Plan Ladies and Gentlemen: I am Associate General Counsel and Assistant Secretary of Conexant Systems, Inc., a Delaware corporation (the "Company"), and am delivering this opinion in connection with the filing by the Company of a Registration Statement on Form S-8 (the "Registration Statement") registering under the Securities Act of 1933, as amended (the "Act"), 37,465 shares of Common Stock, par value $1 per share, of the Company (including the associated Preferred Share Purchase Rights, the "Common Stock"), which may be delivered from time to time pursuant to the Applied Telecom, Inc. 2000 Non-Qualified Stock Option Plan, as amended (the "Plan"). I have examined such documents, records and matters of law as I have deemed necessary as a basis for the opinion hereinafter expressed. On the basis of the foregoing, and having regard for legal considerations that I deem relevant, I am of the opinion that when the Registration Statement becomes effective under the Act, any newly issued shares of Common Stock delivered in accordance with the Plan will, when so delivered, be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. I express no opinion herein as to any laws other than the laws of the State of California, the Delaware General Corporation Law (including the applicable provisions of the Delaware Constitution and the applicable reported judicial decisions related thereto) and the Federal laws of the United States. Very truly yours, /s/ Jasmina Theodore Boulanger Jasmina Theodore Boulanger EX-23 5 s8ati231.txt EXHIBIT 23.1 Exhibit 23.1 ------------ INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Conexant Systems, Inc. on Form S-8 of our report dated October 16, 2000, except for Note 17, as to which the date is November 30, 2000, appearing in the Annual Report on Form 10-K of Conexant Systems, Inc. for the year ended September 30, 2000, and to the reference to us under the heading "Experts" in the prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE LLP Costa Mesa, California January 29, 2001 EX-23 6 s8ati233.txt EXHIBIT 23.3 Exhibit 23.3 ------------ CONSENT OF COUNSEL We hereby consent to the reference to this firm and to the inclusion of the summary of our opinion under the caption "Tax Considerations" in the Prospectus related to this Registration Statement on Form S-8 filed by Conexant Systems, Inc. in respect of the Applied Telecom, Inc. 2000 Non-Qualified Stock Option Plan. CHADBOURNE & PARKE LLP New York, New York January 30, 2001
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