-----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, Iap1Zw2ZbRx6/q8+4IcJMcSg13TqoBhevYREVyWnPOl1toirJD4tQSnNPMXZ9tO0 FdAoRrG24PdalFqrvC4bGg== 0000893838-99-000115.txt : 19990514 0000893838-99-000115.hdr.sgml : 19990514 ACCESSION NUMBER: 0000893838-99-000115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990512 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990513 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: 8-K SEC ACT: SEC FILE NUMBER: 000-24923 FILM NUMBER: 99619053 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 8-K 1 FORM 8-K =============================================================================== 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): May 12, 1999 (May 12, 1999) CONEXANT SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 000-24923 25-1799439 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 4311 Jamboree Road, Newport Beach, California 92660-3095 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (949) 483-4600 =============================================================================== INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events. Registrant's press release dated May 12, 1999 is filed herewith as Exhibit 20 and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 20 Press release of Registrant dated May 12, 1999. SIGNATURE 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, thereunto duly authorized. CONEXANT SYSTEMS, INC. (Registrant) By /s/ Dennis E. O'Reilly ----------------------- Dennis E. O'Reilly Senior Vice President, General Counsel and Secretary Dated: May 12, 1999 2 EXHIBIT INDEX Sequentially Exhibit Numbered Number Description Page - ------ ----------- ---- 20 Press release of Registrant dated May 12, 1999. 3 EX-20 2 EXHIBIT 20 Exhibit 20 Editorial contacts: Investor Relations contacts: - ------------------ --------------------------- Thomas Stites Michael Cortright Conexant Systems, Inc. Conexant Systems, Inc. (949) 483-1492 (949) 483-6773 thomas.stites@conexant.com michael.cortright@conexant.com CONEXANT COMPLETES PRIVATE OFFERING OF $350 MILLION OF CONVERTIBLE SUBORDINATED NOTES NEWPORT BEACH, Calif., May 12, 1999 -- Conexant Systems, Inc. (NASDAQ:CNXT) today announced that it has completed the private offering of $350 million aggregate principal amount of its 4 1/4% Convertible Subordinated Notes Due 2006 (including $50 million of notes issued upon exercise of the initial purchasers' over-allotment option). The size of the offering was increased from the $250 million amount (not including the over-allotment option) previously announced. The notes are convertible into the company's common stock at a conversion price of $46.196 per share, subject to adjustment. The company stated that it intends to use the net proceeds of the offering to repay amounts outstanding under its bank credit facility, to acquire additional manufacturing equipment, to make strategic investments to secure long-term access to advanced silicon wafer fabrication capacity from third parties, and for general corporate purposes. The securities offered have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or available exemptions from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities. Any offer of the securities will be made only by means of a private offering memorandum. # # # -----END PRIVACY-ENHANCED MESSAGE-----