-----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, FpO1Zxw/XTHsWToSXw3El/uGpLxQAWxPZ/2ec2SO9+mIoLVqucSVaNJISXtZ0vEQ f4PD61TCsz+orr5V6+JFrw== 0000893838-98-000185.txt : 19981228 0000893838-98-000185.hdr.sgml : 19981228 ACCESSION NUMBER: 0000893838-98-000185 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981222 EFFECTIVENESS DATE: 19981222 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: 333-69385 FILM NUMBER: 98773178 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 FORM S-8 As filed with the Securities and Exchange Commission on December 21, 1998 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) --------------------------------------- Conexant Systems, Inc. 1999 Long-Term Incentives Plan Conexant Systems, Inc. Directors Stock Plan (Full title of the plans) --------------------------------------- DWIGHT W. DECKER Chairman and Chief Executive Officer 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 Proposed maximum aggregate Amount of Title of securities to be registered registered offering price per unit(1) offering price(1) registration fee - ------------------------------------ -------------------- -------------------------- -------------------------- ---------------- Common Stock, par value $1 per share (including the associated Preferred Share Purchase Rights).............. 10,500,000 shares(2) $16.1875 $169,968,750 $47,252 - ------------------------------------ -------------------- -------------------------- -------------------------- ---------------- (1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act"), based upon the average of the high and low "when-issued" trading prices for the Common Stock on December 17, 1998, as reported on The Nasdaq Stock Market, Inc. National Market System. (2) Of the total amount to be registered, 10,185,000 shares are reserved for issuance under the Conexant Systems, Inc. 1999 Long-Term Incentives Plan and 315,000 shares are reserved for issuance under the Conexant Systems, Inc. Directors Stock Plan.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following document, which has been filed with the Securities and Exchange Commission (the "Commission"), is incorporated herein by reference and made a part hereof: Registration Statement on Form 10, as amended, filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by Conexant Systems, Inc. (the "Company") in File No. 000-24923 (the "Form 10"). The description of the Company's Common Stock is contained in Item 11 of the Form 10. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of 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. This Item is not applicable. II-1 Item 6. Indemnification of Directors and Officers. The Delaware General Corporation Law (the "DGCL") 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 (i) for any breach of the director's duty of loyalty to the Company or its shareowners, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for willful or negligent violation of the laws governing the payment of dividends or the purchase or redemption of stock or (iv) for any transaction from which a director derived an improper personal benefit. The DGCL provides for indemnification of directors, officers, employees and agents subject to certain limitations. The Company's Amended 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. It is expected that the Company's directors and officers will be 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. II-2 Item 8. Exhibits. 4.1 Restated Certificate of Incorporation of the Company, filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8 (Registration No. 333-68755) (the "Savings Plan Form S-8"), is incorporated herein by reference. 4.2 Amended By-Laws of the Company, filed as Exhibit 4.2 to the 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) (the "Form 10"), is incorporated herein by reference. 4.4 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 Savings Plan Form S-8, is incorporated herein by reference. 4.5 Conexant Systems, Inc. 1999 Long-Term Incentives Plan, filed as Exhibit 10.1 to the Form 10, is incorporated herein by reference. 4.6 Conexant Systems, Inc. Directors Stock Plan, filed as Exhibit 10.2 to the Form 10, is incorporated herein by reference. 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, set forth on Page II-7 of this Registration Statement. 23.2 Consent of Chadbourne & Parke LLP, contained in its opinion filed as Exhibit 5 to this Registration Statement. 24 Power 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 Savings Plan Form S-8, is incorporated herein by reference. II-3 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. (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 II-4 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-5 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 21st day of December, 1998. CONEXANT SYSTEMS, INC. By /s/ Dwight W. Decker ------------------------------- (Dwight W. Decker, Chairman and Chief Executive Officer) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 21st day of December, 1998 by the following persons in the capacities indicated: Signature Title --------- ----- DWIGHT W. DECKER* Chairman of the Board and Chief Executive Officer (principal executive officer) and Director DONALD R. BEALL* Director RICHARD M. BRESSLER* Director F. CRAIG FARRILL* Director JERRE L. STEAD* Director BALAKRISHNAN S. IYER* Senior Vice President and Chief Financial Officer (principal financial officer) STEVEN M. THOMSON* Vice President and Controller (principal accounting officer) *By /s/ Dwight W. Decker -------------------------------------- (Dwight W. Decker, Attorney-in-fact)** ** By authority of the power of attorney filed as Exhibit 24 to this Registration Statement. II-6 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Conexant Systems, Inc. on Form S-8 for the Conexant Systems, Inc. 1999 Long-Term Incentives Plan and the Conexant Systems, Inc. Directors Stock Plan (collectively, the Plans), of our report dated November 4, 1998 on the combined financial statements and financial statement schedule of the semiconductor systems business of Rockwell International Corporation, appearing in the Registration Statement on Form 10 (File No. 000-24923), as amended, of Conexant Systems, Inc. We also consent to the reference to us under the heading "Experts" in the prospectus for the Plans. DELOITTE & TOUCHE LLP Costa Mesa, California December 21, 1998 II-7 EXHIBIT INDEX Exhibit Number Page - ------ ---- 4.1 Restated Certificate of Incorporation of the Company, filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8 (Registration No. 333-68755) (the "Savings Plan Form S-8"), is incorporated herein by reference. 4.2 Amended By-Laws of the Company, filed as Exhibit 4.2 to the 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) (the "Form 10"), is incorporated herein by reference. 4.4 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 Form 10, is incorporated herein by reference. 4.5 Conexant Systems, Inc. 1999 Long-Term Incentives Plan, filed as Exhibit 10.1 to the Form 10, is incorporated herein by reference. 4.6 Conexant Systems, Inc. Directors Stock Plan, filed as Exhibit 10.2 to the Form 10, is incorporated herein by reference. 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, set forth on Page II-7 of this Registration Statement. 23.2 Consent of Chadbourne & Parke LLP, contained in its opinion filed as Exhibit 5 to this Registration Statement. 24 Power 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 Savings Plan Form S-8, is incorporated herein by reference. EX-5 2 EXHIBIT 5 Exhibit 5 Letterhead of Chadbourne & Parke LLP 30 Rockefeller Plaza New York, New York 10112 (212) 408-5100 December 21, 1998 Conexant Systems, Inc. 4311 Jamboree Road Newport Beach, California 92660-3095 Dear Sirs: In connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), by Conexant Systems, Inc., a Delaware corporation (the "Company"), of 10,500,000 shares (the "Shares") of Common Stock, par value $1 per share, of the Company (including the associated Preferred Share Purchase Rights, the "Common Stock"), to be issued from time to time in connection with the Conexant Systems, Inc. 1999 Long-Term Incentives Plan and the Conexant Systems, Inc. Directors Stock Plan (collectively, the "Plans"), we advise as follows: As counsel for the Company, we are familiar with the Restated Certificate of Incorporation and Amended By-Laws of the Company, each as amended to the date hereof, and we have reviewed (i) the Registration Statement on Form S-8 to be filed by the Company under the Securities Act with respect to the Shares to be issued from time to time in connection with the Plans (the "Registration Statement") and (ii) the corporate proceedings taken by the Company in connection with the authorization of the Shares to be issued from time to time in connection with the Plans. We have also examined originals, or copies certified to our satisfaction, of such corporate records of the Company and other instruments, certificates of public officials and representatives of the Company, and other documents as we have deemed necessary as a Conexant Systems, Inc. -2- December 21, 1998 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 the Company 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 has become effective under the Securities Act, any Shares issued by the Company in connection with the Plans, when delivered in accordance with the provisions of the Plans, will, when so delivered, be legally and validly issued, fully paid and non-assessable. 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 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 reference to this firm under the caption "Tax Consequences" in the Prospectus constituting a part of the Registration Statement. Very truly yours, CHADBOURNE & PARKE LLP -----END PRIVACY-ENHANCED MESSAGE-----