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): March 13, 2002

CONEXANT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation)

000-24923	25-1799439
(Commission File No.)	(IRS Employer Identification No.)

4311 Jamboree Road, Newport Beach, California 92660-3095
(Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code: (949) 483-4600

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1

Item 5. Other Events.

Registrant’s press release dated March 13, 2002 is attached hereto as Exhibit 99.1.

Item 7. Exhibits.

99.1          Press Release of Registrant dated March 13, 2002.

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.
Dated: March 14, 2002	By:	/s/ Dennis O’Reilly
		Dennis O’Reilly   Senior Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

99.1          Press Release of Registrant, dated as of March 13, 2002. EX-99.1 3 a79971ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 EDITORIAL CONTACTS: INVESTOR RELATIONS CONTACT: Gwen Carlson Conexant Systems, Inc. (949) 483-7363 Chris Ullman The Carlyle Group (202) 585-1443 Thomas Schiller Conexant Systems, Inc. (949) 483-4707 CONEXANT AND THE CARLYLE GROUP COMPLETE TRANSACTION TO ESTABLISH THE WORLD'S FIRST PURE-PLAY, INDEPENDENT SPECIALTY WAFER FOUNDRY New Company to Provide Silicon Germanium Technology for High-performance Wireless Communications and Optical Networking Applications NEWPORT BEACH, CALIF., AND WASHINGTON, D.C., MARCH 13, 2002 - Conexant Systems, Inc. (Nasdaq: CNXT), a worldwide leader in semiconductor system solutions for communications applications, and The Carlyle Group, a leading global private equity firm, today announced they have completed the transaction to form a new specialty foundry company. The process was concluded weeks ahead of schedule, following the signing of a definitive agreement on Feb. 23, 2002. Carlyle will control and be the majority owner, and Conexant will be a minority holder and a customer of the new company. Further details, including the name of the new company, will be announced within the next 60 days. The new specialty foundry company will manufacture semiconductor wafers using industry-leading specialty process technologies such as silicon germanium bipolar CMOS (SiGe BiCMOS) for customers targeting high-performance applications such as wireless communications and optical networking. "The establishment of this independent entity marks the dawn of dedicated specialty silicon foundries, and is an important step in the progression of the semiconductor foundry industry," said Dr. Shu Li, chief executive officer of the new company. "Customers can now be served by a pure-play foundry company with cutting edge specialty technologies, superior product design support services, long-term capacity capabilities and a cost effective operating structure." ABOUT THE NEW SPECIALTY FOUNDRY COMPANY The new specialty foundry company manufactures semiconductor wafers based on bipolar, BiCMOS, silicon germanium, analog and mixed-signal CMOS process technologies. The ISO-9000 certified facility includes 100,000 square feet of Class 1 cleanroom space, and has the capacity to support 20,000 eight-inch wafer starts per month. The company is headquartered in Newport Beach, Calif., has approximately 650 employees, and anticipates revenues of $150 million for the first full year of operation. ABOUT CONEXANT Conexant Systems, Inc. is a worldwide leader in semiconductor system solutions for communications applications. Conexant leverages its expertise in mixed-signal processing to deliver integrated systems and semiconductor products through three separate businesses that address the wireless communications, broadband access and Internet infrastructure markets. Conexant's wireless communications business is focused on providing power amplifiers, radio-frequency subsystems and complete systems solutions. The broadband access business develops and delivers integrated solutions that enable digital entertainment and information networks for the home and small office. Mindspeed Technologies, the company's Internet infrastructure business, designs, develops and sells a complete portfolio of semiconductor networking solutions that facilitate the aggregation, transmission and switching of data, video and voice from the edge of the Internet to linked metropolitan area networks and long-haul networks. Conexant, headquartered in Newport Beach, Calif., delivered revenues of $1.1 billion for fiscal 2001, and has approximately 6,900 employees worldwide. The company is a member of the S&P 500 and Nasdaq-100 indices. To learn more, visit us at www.conexant.com or www.mindspeed.com. ABOUT THE CARLYLE GROUP The Carlyle Group is a global private equity firm with more than $12.5 billion under management. Carlyle's mission is to generate extraordinary returns by employing a conservative, proven, and disciplined approach to investing. Carlyle invests in buy-outs, real estate, high-yield, and venture in the U.S., Europe, Japan, and Asia, focusing on aerospace and defense, consumer and industrial, energy, healthcare, technology, real estate, and telecommunications and media. Since 1987, the firm has invested $6.4 billion and achieved a realized internal rate of return of 36 percent. The Carlyle Group has more than 500 employees in 22 offices in 11 countries. SAFE HARBOR STATEMENT This press release contains statements relating to future results of Conexant (including certain projections and business trends) that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to: global economic and market conditions, such as the cyclical nature of the semiconductor industry and the markets addressed by the company's and its customers' products; demand for and market acceptance of new and existing products; successful development of new products; the timing of new product introductions; the availability and extent of utilization of manufacturing capacity; pricing pressures and other competitive factors; changes in product mix; fluctuations in manufacturing yields; product obsolescence; the ability to develop and implement new technologies and to obtain protection for the related intellectual property; the successful planned disposition of certain assets; the successful separation of the company's broadband access and Internet infrastructure businesses; the successful merger of the company's wireless communications business with Alpha Industries, Inc.; the ability to attract and retain qualified personnel; labor relations of the company, its customers and suppliers; and the uncertainties of litigation, as well as other risks and uncertainties, including but not limited to the security and safety risks of our employees and of company facilities and those risks and uncertainties detailed from time to time in the company's Securities and Exchange Commission filings. These forward-looking statements are made only as of the date hereof, and the company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. ### Conexant and Mindspeed are trademarks of Conexant Systems, Inc. Other brands and names contained in this release are the property of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

EDITORIAL CONTACTS:

INVESTOR RELATIONS CONTACT:

Gwen Carlson
Conexant Systems, Inc.
(949) 483-7363

Chris Ullman
The Carlyle Group
(202) 585-1443

Thomas Schiller
Conexant Systems, Inc.
(949) 483-4707

              CONEXANT AND THE CARLYLE GROUP COMPLETE TRANSACTION
             TO ESTABLISH THE WORLD'S FIRST PURE-PLAY, INDEPENDENT
                            SPECIALTY WAFER FOUNDRY

             New Company to Provide Silicon Germanium Technology for
              High-performance Wireless Communications and Optical
                             Networking Applications

NEWPORT BEACH, CALIF., AND WASHINGTON, D.C., MARCH 13, 2002 - Conexant Systems,
Inc. (Nasdaq: CNXT), a worldwide leader in semiconductor system solutions for
communications applications, and The Carlyle Group, a leading global private
equity firm, today announced they have completed the transaction to form a new
specialty foundry company. The process was concluded weeks ahead of schedule,
following the signing of a definitive agreement on Feb. 23, 2002. Carlyle will
control and be the majority owner, and Conexant will be a minority holder and a
customer of the new company. Further details, including the name of the new
company, will be announced within the next 60 days.

The new specialty foundry company will manufacture semiconductor wafers using
industry-leading specialty process technologies such as silicon germanium
bipolar CMOS (SiGe BiCMOS) for customers targeting high-performance applications
such as wireless communications and optical networking.

"The establishment of this independent entity marks the dawn of dedicated
specialty silicon foundries, and is an important step in the progression of the
semiconductor foundry industry," said Dr. Shu Li, chief executive officer of the
new company. "Customers can now be served by a pure-play foundry company with
cutting edge specialty technologies, superior product design support services,
long-term capacity capabilities and a cost effective operating structure."

ABOUT THE NEW SPECIALTY FOUNDRY COMPANY

The new specialty foundry company manufactures semiconductor wafers based on
bipolar, BiCMOS, silicon germanium, analog and mixed-signal CMOS process
technologies. The ISO-9000 certified facility includes 100,000




square feet of Class 1 cleanroom space, and has the capacity to support 20,000
eight-inch wafer starts per month. The company is headquartered in Newport
Beach, Calif., has approximately 650 employees, and anticipates revenues of $150
million for the first full year of operation.

ABOUT CONEXANT

Conexant Systems, Inc. is a worldwide leader in semiconductor system solutions
for communications applications. Conexant leverages its expertise in
mixed-signal processing to deliver integrated systems and semiconductor products
through three separate businesses that address the wireless communications,
broadband access and Internet infrastructure markets. Conexant's wireless
communications business is focused on providing power amplifiers,
radio-frequency subsystems and complete systems solutions. The broadband access
business develops and delivers integrated solutions that enable digital
entertainment and information networks for the home and small office. Mindspeed
Technologies, the company's Internet infrastructure business, designs, develops
and sells a complete portfolio of semiconductor networking solutions that
facilitate the aggregation, transmission and switching of data, video and voice
from the edge of the Internet to linked metropolitan area networks and long-haul
networks. Conexant, headquartered in Newport Beach, Calif., delivered revenues
of $1.1 billion for fiscal 2001, and has approximately 6,900 employees
worldwide. The company is a member of the S&P 500 and Nasdaq-100 indices. To
learn more, visit us at www.conexant.com or www.mindspeed.com.

ABOUT THE CARLYLE GROUP

The Carlyle Group is a global private equity firm with more than $12.5 billion
under management. Carlyle's mission is to generate extraordinary returns by
employing a conservative, proven, and disciplined approach to investing. Carlyle
invests in buy-outs, real estate, high-yield, and venture in the U.S., Europe,
Japan, and Asia, focusing on aerospace and defense, consumer and industrial,
energy, healthcare, technology, real estate, and telecommunications and media.
Since 1987, the firm has invested $6.4 billion and achieved a realized internal
rate of return of 36 percent. The Carlyle Group has more than 500 employees in
22 offices in 11 countries.

SAFE HARBOR STATEMENT

This press release contains statements relating to future results of Conexant
(including certain projections and business trends) that are "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those projected as a result of certain
risks and uncertainties. These risks and uncertainties include, but are not
limited to: global economic and market conditions, such as the cyclical nature
of the semiconductor industry and the markets addressed by the company's and its
customers' products; demand for and market acceptance of new and existing
products; successful development of new products; the timing of new product
introductions; the availability and extent of utilization of manufacturing
capacity; pricing pressures and other competitive factors; changes in product
mix; fluctuations in manufacturing yields; product obsolescence; the ability to
develop and implement new technologies and to obtain protection for the related
intellectual property; the successful planned disposition of certain assets; the
successful separation of the company's broadband access and Internet
infrastructure businesses; the successful merger of the company's wireless
communications business with Alpha Industries, Inc.; the ability to attract and
retain qualified personnel; labor relations of the company, its customers and
suppliers; and the uncertainties of litigation, as well as other risks and
uncertainties, including but not limited to the security and safety risks of our
employees and of company facilities and those risks and uncertainties detailed
from time to time in the company's Securities and Exchange Commission filings.
These forward-looking statements are made only as of the date hereof, and the
company undertakes no obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise.

                                       ###


Conexant and Mindspeed are trademarks of Conexant Systems, Inc. Other brands and
  names contained in this release are the property of their respective owners.