S-8 POS

As filed with the Securities and Exchange Commission on October 3, 2005

Registration Statement No. 333-73142

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-Effective Amendment No. 1
to
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, Newport Beach, California
(Address of Principal Executive Offices)

25-1799439
(I.R.S. Employer Identification No.)

92660-3095
(Zip Code)

Conexant Systems, Inc. Hourly Employees’ Savings 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

WITHDRAWAL OF SECURITIES FROM REGISTRATION

                 On April 1, 2004, the Conexant Systems, Inc. Hourly Employees’ Savings Plan was merged into the Conexant Systems, Inc. Retirement Savings Plan. Conexant Systems, Inc. (“Registrant”) by this Post-Effective Amendment No. 1 to each of Registration Statements Nos. 333-42772 and 333-73142 (the “Registration Statements”) withdraws from registration under the Securities Act of 1933, as amended, any remaining unsold interests in the Conexant Systems, Inc. Hourly Employees’ Savings Plan.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.   Index to Exhibits.

24 Powers of Attorney authorizing certain persons to sign this Post-Effective Amendment No. 1 to each of the Registration Statements on behalf of certain directors and officers of Registrant.

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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 Post-Effective Amendment No. 1 to each of the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on the 3rd day of October, 2005.

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 Post-Effective Amendment No. 1 to each of the Registration Statements has been signed on the 3rd day of October, 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
JOHN W. MARREN*	Director
D. SCOTT MERCER*	Director
JERRE L. STEAD*	Director
GIUSEPPE ZOCCO*	Director
J. SCOTT BLOUIN*	Senior Vice President and Chief Financial Officer (principal financial and accounting 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 hereto.

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Pursuant to the requirements of the Securities Act of 1933, the Conexant Systems, Inc. Retirement Savings Plan, as successor to the Conexant Systems, Inc. Hourly Employees’ Savings Plan, has duly caused this Post-Effective Amendment No. 1 to each of the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on the 3rd day of October, 2005.

CONEXANT SYSTEMS, INC. RETIREMENT SAVINGS PLAN, AS SUCCESSOR TO THE CONEXANT SYSTEMS, INC. HOURLY EMPLOYEES' SAVINGS PLAN
By	/s/ DENNIS E. O’REILLY     (Dennis E. O’Reilly, Member of the     Employee Benefit Plan Committee)

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EXHIBIT INDEX

Exhibit
Number

24 Powers of Attorney authorizing certain persons to sign this Post-Effective Amendment No. 1 to each of the Registration Statements on behalf of certain directors and officers of Registrant.

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EX-24

Exhibit 24

POWER OF ATTORNEY

                 KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below 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 the full power of substitution and resubstitution) to sign for him and in his name and in the capacity or capacities indicated below post-effective amendments to Registration Statements on Form S-8 and any and all other amendments and supplements thereto to be filed by Conexant Systems, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) for the purpose of withdrawing from registration under the Securities Act of 1933, as amended (the “Securities Act”), any remaining unsold interests in the Conexant Systems, Inc. Hourly Employees’ Savings Plan, 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.

Signature	Title	Date
/s/ DWIGHT W. DECKER Dwight W. Decker	Chairman of the Board and Chief Executive Officer (principal executive officer)	September 26, 2005
/s/ DONALD R. BEALL Donald R. Beall	Director	September 26, 2005
/s/ STEVEN J. BILODEAU Steven J. Bilodeau	Director	September 26, 2005

Signature	Title	Date
/s/ DIPANJAN DEB Dipanjan Deb	Director	September 26, 2005
/s/ F. CRAIG FARRILL F. Craig Farrill	Director	September 26, 2005
/s/ BALAKRISHNAN S. IYER Balakrishnan S. Iyer	Director	September 26, 2005
/s/ JOHN W. MARREN John W. Marren	Director	September 26, 2005
/s/ D. SCOTT MERCER D. Scott Mercer	Director	September 26, 2005
/s/ JERRE L. STEAD Jerre L. Stead	Director	September 26, 2005
/s/ GIUSEPPE ZOCCO Giuseppe Zocco	Director	September 26, 2005
/s/ J. SCOTT BLOUIN J. Scott Blouin	Senior Vice President and Chief Financial Officer (principal financial and accounting officer)	September 26, 2005

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