8-K

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 25, 2007

Conexant Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-24923	25-1799439
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4000 MacArthur Boulevard, Newport Beach, California	92660
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 949-483-4600

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 25, 2007, Conexant Systems, Inc. (the “Company”) announced that the Board of Directors of the Company had elected Daniel A. Artusi as President and Chief Executive Officer and a director of the Company, and that Dwight W. Decker had resigned as Chief Executive Officer, all effective July 9, 2007. Dr. Decker, who had previously announced his intention to retire as Chief Executive Officer, will continue as non-executive Chairman of the Board of the Company. A copy of the Company’s press release dated June 25, 2007 is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Mr. Artusi, age 52, has been Chairman and Chief Executive Officer of ColdWatt, Inc., a provider of high efficiency power supplies for the communications and computer industry, since June 2005. From April 2005 to June 2005, Mr. Artusi was an individual investor. From January 2004 until April 2005 Mr. Artusi served as President and Chief Executive Officer and a member of the board of directors of Silicon Laboratories Inc., a designer and manufacturer of mixed-signal integrated circuits, where he previously served as President and Chief Operating Officer from January 2003 until January 2004, and as Chief Operating Officer from August 2001 until January 2003. Prior to joining Silicon Laboratories Inc., Mr. Artusi held various positions at Motorola Inc., including Corporate Vice President and General Manager of Motorola’s Networking and Computing Systems Group, Vice President and General Manager of Motorola’s Wireless Infrastructure Systems Division and General Manager of Motorola’s RF Semiconductors Division. Mr. Artusi is a director of Powerwave Technologies, Inc.

The Company and Mr. Artusi have entered into an employment agreement setting forth the terms and conditions of Mr. Artusi’s employment as President and Chief Executive Officer of the Company. The agreement provides that Mr. Artusi will serve as President and Chief Executive Officer from July 9, 2007 through July 8, 2009. Following that initial term, the agreement will be automatically extended for additional one-year terms, unless either party notifies the other that it no longer wishes the extensions to continue. In exchange for his services, Mr. Artusi will be paid an initial annual base salary of $550,000 and will be eligible for an annual performance bonus as determined by the Board of Directors of the Company or the Compensation and Management Development Committee of the Board (the “Compensation Committee”), with a fiscal year 2007 annual target bonus of 100% of annual base salary (pro-rated for time worked in the fiscal year), provided that Mr. Artusi will receive a bonus of not less than $150,000 for fiscal year 2007 and a bonus of not less than $275,000 for fiscal year 2008, each to be disbursed when normal bonuses are paid. Within 30 days of beginning his employment, Mr. Artusi will receive a special bonus of $100,000, which is subject to repayment if Mr. Artusi voluntarily terminates his employment for any reason, other than as a result of death or disability (as defined in the agreement), or if his employment is terminated by the Company for “cause” (as defined in the agreement), within one year. For future periods, the

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Board of Directors or the Compensation Committee will determine Mr. Artusi’s annual base salary (which may not be decreased) and annual target bonus.

Upon commencement of employment, Mr. Artusi will be granted (i) options to purchase 3,000,000 shares of the Company’s common stock (“Common Stock”) at a price equal to the fair market value of the Common Stock on the date of grant, which options will become exercisable in three equal installments on the first, second and third anniversaries of the commencement of his employment, and (ii) 1,500,000 restricted stock units, 1,000,000 of which will vest in equal installments on the first, second and third anniversaries of the commencement date and 500,000 of which will vest on the first anniversary of the commencement date. He will also receive 1,000,000 performance restricted stock units that will vest one-third if the Common Stock sustains an average closing price of $3.00 over a 60 calendar day period, one-third if the Common Stock sustains an average closing price of $4.50 over a 60 calendar day period and one-third if the Common Stock sustains an average closing price of $6.00 over a 60 calendar day period. Any unvested portion of the performance restricted stock units will be forfeited five years after grant. In the event of a change of control of the Company (as defined in the agreement) (i) any of the foregoing stock options and non-performance based restricted stock units that are not vested will vest and (ii) if not already vested, one-third of the foregoing performance restricted stock units will vest if the closing price of the Common Stock (or the price per share of Common Stock in the corporate transaction that constitutes the change of control) on the date of the change of control is at least $3.00, an additional one-third will vest if such price is at least $4.50 and an additional one-third will vest if such price is at least $6.00.

Under the agreement, if the Company terminates Mr. Artusi’s employment as President and Chief Executive Officer without “cause” or if he resigns as President and Chief Executive Officer for “good reason” (each as defined in the agreement), (1) the Company will pay him a cash lump-sum equal to the sum of (A) any unpaid base salary (and any other unpaid amounts) accrued through his termination date, (B) a pro rata share of his target bonus for the fiscal year in which his termination occurs, (C) two times his base salary, (D) two times his annual target bonus (which is equal to his base salary), and (E) $200,000; (2) the Company will continue to provide coverage under the Company’s health insurance plan to him for 18 months after the date of his termination; and (3) all of his options and non-performance based restricted stock units will become fully vested and Mr. Artusi may exercise all such options until the earlier of (A) the second anniversary of his termination date and (B) the expiration date of such options set forth in the option awards.

Mr. Artusi is restricted from competing with the Company (to the extent permitted by law) or soliciting employees or customers of the Company during and for 12 months after the employment period. Mr. Artusi will generally be made whole in the event of payment of any excise taxes imposed by the Internal Revenue Code of 1986, as amended (the “Code”), on certain change of control payments and in the event of any payment of penalty tax and interest imposed by Code Section 409A.

Effective as of Mr. Artusi’s election as a director of the Company, the Board of Directors increased the size of the Board from nine to ten directors. Mr. Artusi has been designated as a Class II Director, to serve until the Company’s 2010 Annual Meeting of Shareholders or until his successor is elected and qualified.

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Item 9.01.  Financial Statements and Exhibits.

(d)	Exhibits.
	99.1      Press release of the Company dated June 25, 2007.

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SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONEXANT SYSTEMS, INC.
By:	/s/ Dennis E. O'Reilly
	Name: Title:	Dennis E. O'Reilly Senior Vice President, Chief Legal Officer and Secretary

Date: June 25, 2007

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of the Company dated June 25, 2007.

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EX-99

Exhibit 99.1

Editorial Contact:
Gwen Carlson
Conexant Systems, Inc.
(949) 483-7363 Investor Relations Contact:
Bruce Thomas
Conexant Systems, Inc.
(949) 483-2698

CONEXANT NAMES NEW PRESIDENT AND CHIEF EXECUTIVE OFFICER

Daniel Artusi Succeeds Dwight Decker, Who will Continue
as Non-executive Chairman

        NEWPORT BEACH, Calif., June 25, 2007 – Conexant Systems, Inc. (NASDAQ: CNXT) today announced that Daniel Artusi will join the company as president and chief executive officer. His first day with Conexant will be Monday, July 9, 2007. He will also become a member of the company’s board of directors.

        Artusi, 52, succeeds Dwight W. Decker, 57, who in March of this year announced plans to retire. At that time, Conexant’s board initiated the search for Decker’s successor. Decker will continue to serve the company as non-executive chairman of the board.

        For the past two years, Artusi has been chairman and chief executive officer of ColdWatt, Inc., a privately held company that provides high-efficiency power supplies to the communications and computer industries. Before that, he spent four years with Silicon Laboratories, Inc., a designer and manufacturer of mixed-signal integrated circuits, most recently as president and chief executive officer. Prior to joining Silicon Labs, Artusi spent 24 years with Motorola’s Semiconductor Products Sector in a variety of positions that included corporate vice president and general manager, Networking and Computing Systems Group; vice president and general manager, Wireless Infrastructure Systems Division; and general manager of the RF Semiconductor Division. Artusi studied electrical engineering at the Instituto Tecnologico de Buenos Aires in Argentina.

        “I’m excited about joining Conexant as president and chief executive officer and eager to begin my new assignment,” Artusi said. “I’d like to thank the board of directors for giving me the opportunity to lead the company by applying the skills and experience I’ve acquired over three decades in the semiconductor industry. Conexant has a rich and storied history, and the company continues to address some of our industry’s most

exciting, highest-growth opportunities with an outstanding portfolio of communications products and technologies. We face near-term challenges, but I am confident that we possess the talent and market positions required to build significant shareholder value.”

        Decker joined Rockwell International in 1989 and served as Conexant’s chairman and chief executive officer from the time of the company’s spin-off from Rockwell in January 1999 through February 2004, when the company’s merger with GlobespanVirata was completed. At that point he announced his retirement and became non-executive chairman of the board of the combined company. In November 2004, he agreed to come out of retirement and resume his duties as chief executive officer.

        “I couldn’t be more pleased with the board’s selection of Dan as my successor,” Decker said. “He’s an experienced chief executive officer with an impressive record of accomplishment. Throughout his career with ColdWatt, Silicon Labs, and Motorola, he has consistently demonstrated the leadership, focus, and technical expertise required to deliver outstanding results on a regular basis. Dan is the right leader for Conexant at this time. I look forward to resuming my retirement, and to serving as non-executive chairman of Conexant’s board of directors.”

        Jerre L. Stead, chairman of the board’s management development and compensation committee, served as chairman of the chief executive officer search committee.

        “We considered a full slate of qualified candidates and are delighted that Dan has chosen to become Conexant’s president and chief executive officer at a critical juncture for the company,” Stead said. “The board and I are convinced that Dan’s outstanding business and technical capabilities, motivational leadership style, and ability to articulate clear, concise strategies are a perfect match for Conexant’s current needs. Once again, I’d like to thank Dwight for his leadership, contributions, and dedication over the years. Dwight and the entire Conexant team accomplished a great deal, and much remains to be done. I am confident that Dan will lead the company to a new level of competitiveness, performance, and accomplishment.”

About Conexant

        Conexant’s innovative semiconductor solutions are driving broadband communications and digital home networks worldwide. The company has leveraged its expertise and leadership position in modem

technologies to enable more Internet connections than all of its competitors combined, and continues to develop highly integrated silicon solutions for broadband data and media processing networks.

        Key products include client-side xDSL and cable modem solutions, home network processors, broadcast video encoders and decoders, digital set-top box components and systems solutions, and dial-up modems. Conexant’s suite of networking components includes a leadership portfolio of IEEE 802.11-compliant WLAN chipsets, software and reference designs, as well as solutions for applications based on HomePlug^® and HomePNA^™. The company also offers a complete line of asymmetric and symmetric DSL central office solutions, which are used by service providers worldwide to deliver broadband data, voice, and video over copper telephone lines.

        Conexant is a fabless semiconductor company that recorded revenues of $970.8 million in fiscal year 2006. The company has approximately 3,200 employees worldwide, and is headquartered in Newport Beach, Calif. To learn more, please visit www.conexant.com.

Safe Harbor Statement

        “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as Conexant or its management “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Similarly, statements in this release that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements.

        These risks and uncertainties include, but are not limited to:  the risk that capital needed for our business and to repay our indebtedness will not be available when needed; the risk that the value of our common stock may be adversely affected by market volatility; general economic and political conditions and conditions in the markets we address; the substantial losses we have incurred; the cyclical nature of the semiconductor industry and the markets addressed by our products and our customers’ products; continuing volatility in the technology sector and the semiconductor industry; demand for and market acceptance of our new and existing products; our successful development of new products; the timing of our new product introductions and our product quality; our ability to anticipate trends and develop products for which there will be market demand; the availability of manufacturing capacity; pricing pressures and other competitive factors; changes in our product mix; product obsolescence; the ability of our customers to manage inventory; our ability to develop and implement new technologies and to obtain protection for the related intellectual property; the uncertainties of litigation, including claims of infringement of third-party intellectual property rights or demands that we license third-party technology, and the demands it may place on the time and attention of our management and the expense it may place on our company; and possible disruptions in commerce related to terrorist activity or armed conflict, as well as other risks and uncertainties, including those detailed from time to time in our Securities and Exchange Commission filings.

        The forward-looking statements are made only as of the date hereof. We undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

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Conexant is a registered trademark of Conexant Systems, Inc. Other brands and names contained in this release are the property of their respective owners.