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): September 5, 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 September 5, 2007, Conexant Systems, Inc. (the “Company”) announced that the Board of Directors of the Company had elected Karen Roscher as Senior Vice President and Chief Financial Officer of the Company, effective September 10, 2007, replacing J. Scott Blouin, who will be leaving the Company to pursue other opportunities. A copy of the Company’s press release dated September 5, 2007 is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Ms. Roscher, age 48, has been Vice President, Corporate Financial Planning and Analysis of Freescale Semiconductor, Inc., a semiconductor company, since June 2007, where she previously served as Vice President, Tax from December 2006 to June 2007 and Vice President and Corporate Controller from September 2004 to December 2006. From July 2003 through August 2004, Ms. Roscher served as Vice President and Financial Planning and Analysis Director of the Semiconductor Products Sector of Motorola, Inc., a wireless and broadband communications company, where she previously served as Vice President and Networking & Computing Systems Group Finance Director from January 2000 through July 2003.

The Company and Ms. Roscher have entered into an employment agreement setting forth the terms and conditions of Ms. Roscher’s employment as Senior Vice President and Chief Financial Officer of the Company. The agreement provides that Ms. Roscher will serve as Senior Vice President and Chief Financial Officer from September 10, 2007 through September 9, 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 her services, Ms. Roscher will be paid an initial annual base salary of $325,000 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 2008 annual target bonus of 60% of annual base salary, provided that Ms. Roscher will receive a bonus of not less than $100,000 for fiscal year 2008, to be disbursed when normal bonuses are paid. Within 30 days of beginning her employment, Ms. Roscher will receive a special bonus of $150,000, which is subject to repayment if Ms. Roscher voluntarily terminates her employment for any reason, other than as a result of death or disability (as defined in the agreement), or if her employment is terminated by the Company for “cause” (as defined in the agreement), within one year. For future periods, the Board of Directors or the Compensation Committee will determine Ms. Roscher’s annual base salary (which may not be decreased) and annual target bonus.

Upon commencement of employment, Ms. Roscher will be granted (i) options to purchase 1,000,000 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 her employment, and (ii) 360,000 restricted stock units, which will vest in equal installments on

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the first, second and third anniversaries of the commencement date. She will also receive 250,000 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 the date of 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. Upon commencement of employment, in connection with her relocation to California, Ms. Roscher will be eligible to receive certain relocation benefits, including allowances and reimbursements of relocation, home finding, home selling, temporary living and other expenses; provided that such benefits shall be subject to (x) repayment in full if, within one year of her relocation, Ms. Roscher voluntarily terminates her employment for any reason or her employment is terminated by the Company for “cause” (as defined in the agreement) or (y) partial repayment if such a termination occurs between one year and two years of her relocation.

Under the agreement, if the Company terminates Ms. Roscher’s employment as Senior Vice President and Chief Financial Officer without “cause” (as defined in the agreement), (1) the Company will pay her a cash lump-sum equal to the sum of (A) any unpaid base salary (and any other unpaid amounts) accrued through her termination date, (B) her annual base salary, (C) her annual target bonus, and (D) $50,000; (2) the Company will continue to provide coverage under the Company’s health insurance plan to her for 18 months after the date of her termination; and (3) all of her options and non-performance based restricted stock units will become fully vested and Ms. Roscher may exercise all such options until the earlier of (A) the fifteen month anniversary of her termination date and (B) the expiration date of such options set forth in the option awards.

Ms. Roscher 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. Ms. Roscher 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.

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Item 9.01.  Financial Statements and Exhibits.

(d)	Exhibits.
	99.1      Press release of the Company dated September 5, 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:  September 5, 2007

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of the Company dated September 5, 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 APPOINTS NEW CHIEF FINANCIAL OFFICER

Industry Veteran Karen Roscher to Join Company from Freescale Semiconductor

                 NEWPORT BEACH, Calif., Sept. 5, 2007 – Conexant Systems, Inc. (NASDAQ: CNXT), a worldwide leader in semiconductor solutions for broadband communications and the digital home, today announced that Karen Roscher will be joining the company on Sept. 10, 2007 as senior vice president and chief financial officer.

                 Roscher, 48, replaces J. Scott Blouin, who will be leaving Conexant to pursue other opportunities. In her new role, Karen will report to Dan Artusi, Conexant president and chief executive officer.

                 “Karen is a seasoned semiconductor-industry veteran with impeccable credentials and an outstanding addition to Conexant’s senior leadership team,” Artusi said. “I am confident that the breadth and depth of her financial-management experience will enable her to make invaluable contributions as we concentrate on the critical tasks of sharpening our focus and improving our business and financial performance as quickly as possible. I had the pleasure of working with Karen for many years at Motorola Semiconductor and know her to be a smart, dedicated, and energetic professional who possesses the highest level of integrity.

                 “I’d also like to thank Scott for his dedication and contributions during his time with the company,” Artusi said. “Scott provided financial guidance and expertise as Conexant executed many high-profile transactions over a period of years. He also provided an informed perspective and valuable assistance during my first sixty days with the company. On behalf of the entire Conexant team, I’d like to wish him the best in his future endeavors.”

                 “The opportunity to serve as Conexant’s chief financial officer represents the high point of my career,” Roscher said. “The company has an exceptional portfolio of

products and solid prospects, and this appointment will allow me to apply my experience with the Conexant team as we work to improve financial performance and enhance value over time. I’m excited about the prospect of teaming up with Dan again and eager to begin my new assignment.”

                 Roscher spent 26 years in a variety of financial management positions with Motorola, Inc. and Freescale Semiconductor, Inc., which was spun-off from Motorola in 2004 and acquired by a Blackstone-led consortium of private-equity partners in 2006. Most recently, she served as Freescale’s vice president of Corporate Financial Planning and Analysis and was responsible for financial modeling, forecasting, and budgeting for the company. Prior to that, she was Freescale’s vice president of Tax, and vice president and corporate controller responsible for worldwide transactional services and external reporting. At Motorola, she served as vice president and Financial Planning and Analysis Director for the Semiconductor Products Sector, vice president and Networking and Computing Systems Group Finance Director, and Semiconductor Sector Headquarters Controller. Roscher earned a bachelor’s degree in accounting and a master’s degree in business administration, both from Arizona State University. She is also a certified public accountant.

                 Roscher will be relocating from Austin, Texas, to the company’s offices in Newport Beach, Calif.

About Conexant

                 Conexant’s innovative semiconductor solutions are driving broadband communications and digital home networks worldwide. The company’s comprehensive portfolio includes products for broadband access and media processing applications. Conexant is a fabless semiconductor company that recorded revenues of $970.8 million in fiscal year 2006. The company has approximately 3,200 employees, 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.