S-8

As filed with the Securities and Exchange Commission on March 15, 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 No.)


07701
(Zip Code)

Conexant Systems, Inc. 2000 Non-Qualified 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)	18,700,000 shares	$6.53	$122,111,000	$15,472

      (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 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 Registrant’s Common Stock on March 11, 2004, as reported on The Nasdaq Stock Market, Inc. National Market System.

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 Registrant’s Registration Statements on Form S-8 (Registration Nos. 333-91347, 333-48224 and 333-54672).

EXPLANATORY NOTE

Pursuant 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. 333-91347, 333-48224 and 333-54672) filed by the Company on November 19, 1999, October 19, 2000 and January 31, 2001, respectively, relating to the Conexant Systems, Inc. 2000 Non-Qualified Stock Plan, as amended from time to time (the “Plan”), except as expressly modified herein.

On February 27, 2004, a wholly-owned subsidiary of the Company merged with and into GlobespanVirata, Inc. (“GlobespanVirata”), with GlobespanVirata becoming a wholly-owned subsidiary of the Company (the “Merger”). In connection with the Merger, the shareowners of the Company approved the assumption and adoption of the GlobespanVirata, Inc. 1999 Equity Incentive Plan, the GlobespanVirata, Inc. 1999 Supplemental Stock Option Plan and the Amended and Restated GlobespanVirata, Inc. 1999 Stock Incentive Plan (collectively, the “GlobespanVirata Stock Plans”). The Company intends to use shares available for future grant under the GlobespanVirata Stock Plans and any shares that become available as a result of cancellations, forfeitures, lapses or other terminations of outstanding awards under the GlobespanVirata Stock Plans for post-Merger grants of options and other equity awards (after appropriate adjustment of the number of shares to reflect the Merger exchange ratio) by Conexant under the Plan. This registration statement registers 18,700,000 additional shares of Common Stock of Conexant Systems, Inc. available for future grant under the Plan as a result of the assumption and adoption of the GlobespanVirata Stock Plans and the Merger.

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, 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;

(c) Current Report on Form 8-K of the Company dated March 12, 2004; and

(d) 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), 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 Company’s Annual Report on Form 10-K for the year ended September 30, 2003, is incorporated herein by reference.
4.2	Amended By-Laws of the Company, filed as Exhibit 3.b to the Company’s Registration Statement on Form S-4 (Registration No. 333-111179), are incorporated herein by reference.
4.3	Specimen certificate for the Company’s 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.

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 Company’s 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 Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1999, is incorporated herein by reference.
4.5.1	Conexant Systems, Inc. 2000 Non-Qualified Stock Plan, as amended, filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-8 (Registration No. 333-54672), is incorporated herein by reference.
4.5.2	Resolutions adopted by the Board of Directors of the Company on February 25, 2004 with respect to the use of shares available under certain GlobespanVirata, Inc. stock plans for future grants under the Company’s 2000 Non-Qualified Stock Plan.
5	Opinion of Chadbourne & Parke LLP 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 PricewaterhouseCoopers LLP, independent accountants.
23.3	Consent of Ernst & Young LLP, independent certified public accountants.
23.4	Consent of Chadbourne & Parke LLP, contained in its 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, filed as Exhibit 24 to the Company’s Registration Statement on Form S-8 (Registration No. 333-113395), are incorporated herein by reference.

II-2

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 15th day of March, 2004.

CONEXANT SYSTEMS, INC.
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 15th day of March, 2004 by the following persons in the capacities indicated:

Signature	Title
DWIGHT W. DECKER*	Chairman of the Board of Directors
ARMANDO GEDAY*	Chief Executive Officer (principal executive officer) and Director
DONALD R. BEALL*	Director
STEVEN J. BILODEAU*	Director
RALPH J. CICERONE*	Director
DIPANJAN DEB*	Director
F. CRAIG FARRILL*	Director
BALAKRISHNAN S. IYER*	Director
JOHN W. MARREN*	Director
D. SCOTT MERCER*	Director
JERRE L. STEAD*	Director
GIUSEPPE P. ZOCCO*	Director
J. SCOTT BLOUIN*	Senior Vice President and Chief Accounting Officer (principal accounting officer)
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.

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EXHIBIT INDEX

Exhibit Number			Page
	4.5.2	Resolutions adopted by the Board of Directors of the Company on February 25, 2004 with respect to the use of shares available under certain GlobespanVirata, Inc. stock plans for future grants under the Company’s 2000 Non-Qualified Stock Plan.
	5	Opinion of Chadbourne & Parke LLP 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 PricewaterhouseCoopers LLP, independent accountants.
	23.3	Consent of Ernst & Young LLP, independent certified public accountants.
	23.4	Consent of Chadbourne & Parke LLP, contained in its opinion filed as Exhibit 5 to this registration statement.

EX-4

Exhibit 4.5.2

Resolutions adopted by the Board of Directors of
Conexant Systems, Inc. on February 25, 2004

APPROVAL OF USE OF SHARES AVAILABLE UNDER GLOBESPANVIRATA STOCK PLANS FOR FUTURE GRANTS UNDER CONEXANT 2000 PLAN

                RESOLVED FURTHER, that all shares available for future grants under the GlobespanVirata Stock Plans as of the Effective Time, and any shares that become available as a result of cancellations, forfeitures, lapses or other terminations of outstanding awards under the GlobespanVirata Stock Plans from and after the Effective Time, be, and they hereby are, deemed to be additional shares of Company Common Stock (after appropriate adjustment of the number of shares to reflect the Merger) available for future grants under the Conexant 2000 Non-Qualified Stock Plan (the “Conexant 2000 Plan”), which shall be amended as necessary to reflect the availability of the additional shares of Company Common Stock for future grants under the Conexant 2000 Plan, and that such amendments be, and they hereby are, approved and adopted; and

EX-5

Exhibit 5

Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112

March 15, 2004

Conexant Systems, Inc.
100 Schulz Drive
Red Bank, New Jersey 07701

                     Re:   2000 Non-Qualified Stock Plan

Ladies and Gentlemen:

                     In connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), by Conexant Systems, Inc., a Delaware corporation (“Conexant”), of 18,700,000 shares (the “Shares”) of common stock, par value $.01 per share, of Conexant (including the associated preferred share purchase rights), which may be delivered from time to time pursuant to the Conexant Systems, Inc. 2000 Non-Qualified Stock Plan, as amended (the “Plan”), we advise as follows:

                     As counsel for Conexant, we are familiar with the Amended and Restated Certificate of Incorporation and the Bylaws of Conexant, each as amended to the date hereof, and we have reviewed (i) the Registration Statement on Form S-8 to be filed by Conexant under the Securities Act with respect to the Shares to be delivered from time to time in connection with the Plan (the “Registration Statement”) and (ii) the corporate proceedings taken by Conexant in connection with the authorization of the Shares to be delivered from time to time pursuant to the Plan. We have also examined originals, or copies certified or otherwise authenticated to our satisfaction, of such corporate records of Conexant and such other instruments, certificates of public officials and representatives of Conexant and other documents as we have deemed necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. As to questions of fact material to this opinion, we have, when relevant facts were not independently established, relied upon certificates of officers of Conexant and appropriate public officials.

                     On the basis of the foregoing, and having regard for such legal considerations as we deem relevant, we are of the opinion that when the Registration Statement becomes effective under the Securities Act, any newly issued Shares delivered in accordance with the Plan will, when so delivered, be legally issued, fully paid and nonassessable.

Conexant Systems, Inc. -2- March 15, 2004

                     We express no opinion herein as to any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware (as well as the applicable provisions of the Delaware Constitution and applicable reported judicial decisions) and the federal laws of the United States.

                     We hereby consent to the reference to us and our opinion in the Registration Statement and to the filing of this opinion as an Exhibit to the Registration Statement. We also hereby consent to the references to this firm under the captions “Legal Matters” and “Tax Consequences” in the Prospectus related to the Registration Statement.

Very truly yours,

/s/ CHADBOURNE & PARKE LLP

EX-23

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 27, 2003, except for Note 18, as to which the date is November 3, 2003 (which report expresses an unqualified opinion and includes explanatory paragraphs referring to a restatement to report the June 27, 2003 spin-off of the Mindspeed Technologies business as discontinued operations and a change in accounting method), appearing in the Annual Report on Form 10-K of Conexant Systems, Inc. for the year ended September 30, 2003, and to the reference to us under the heading “Experts” in the prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Costa Mesa, California
March 12, 2004

EX-23

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

                We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Conexant Systems, Inc. (“Conexant”), of our report dated January 29, 2004, relating to the consolidated financial statements of GlobespanVirata, Inc., which appears in Conexant’s Current Report on Form 8-K dated March 12, 2004. We also consent to the reference to us under the heading “Experts” in the prospectus which is related to such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
Florham Park, New Jersey
March 12, 2004

EX-23

Exhibit 23.3

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                We consent to the incorporation by reference in this Registration Statement on Form S-8 of Conexant Systems, Inc. (“Conexant”) of our report dated July 21, 2003, with respect to the financial statements of the Wireless LAN Product Group of Intersil Corporation, acquired by GlobespanVirata Inc. in August 2003, incorporated by reference in the Registration Statement on Form S-8 from Conexant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2004.

/s/ ERNST & YOUNG LLP

Ernst & Young LLP

Orlando, Florida
March 11, 2004