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 27, 2008

Conexant Systems, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-24923	25-1799439
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At 6:00 p.m. Eastern Time, Conexant Systems, Inc. filed a Certificate of Amendment to its Amended and Retated Certificate of Incorporation with the Delaware Secretary of State (i) to effect a 1-for-10 reverse stock split and (ii) to decrease authorized common stock from 1,000,000,000 shares to 100,000,000 shares -- all within the parameters approved by its shareowners on February 20, 2008.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Conexant Systems, Inc.

99.1 Press Release of Conexant Systems, Inc. dated June 30, 2008.

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.
June 27, 2008	By:	Mark D. Peterson
		Name: Mark D. Peterson
		Title: Senior Vice President , Chief Legal Officer and Secretary

Exhibit Index

Exhibit No.	Description
3.1	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Conexant Systems, Inc.
99.1	Press Release of Conexant Systems, Inc., dated June 20, 2008

EX-3.1

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CONEXANT SYSTEMS, INC.
________________

Pursuant to Section 242 of
the General Corporation Law of the State of Delaware
________________

Conexant Systems, Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:

1. The name of the Corporation is Conexant Systems, Inc.

2. This Amendment to the Amended and Restated Certificate of Incorporation of the Corporation (the “Amendment”) has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

3. This Amendment amends Article FOURTH of the Amended and Restated Certificate of Incorporation of the Corporation by deleting the first paragraph of Article FOURTH and substituting in lieu thereof the following new first and second paragraphs of Article FOURTH, to read in their entirety as follows:

“FOURTH: The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 125,000,000, of which 25,000,000 shares without par value are to be of a class designated Preferred Stock and 100,000,000 shares of the par value of $0.01 each are to be of a class designated Common Stock.

“Upon the filing and effectiveness (the “Effective Time”) of this amendment to the Corporation’s Amended and Restated Certificate of Incorporation pursuant to the Delaware General Corporation Law, each ten shares of the Common Stock issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall be automatically reclassified and combined into one validly issued, fully paid and non-assessable share of Common Stock, par value $0.01 per share, of the Corporation (the “New Common Stock”), without any action by the holder thereof. The Corporation shall not issue fractions of shares of New Common Stock in connection with such reclassification and combination. Shareowners who, immediately prior to the Effective Time, own a number of shares of Old Common Stock which is not evenly divisible by ten shall, with respect to such fractional interest, be entitled to receive cash from the Corporation in lieu of fractions of shares of New Common Stock as provided below. The Corporation shall, as determined by the Board of Directors, either (i) arrange for the disposition of fractional interests by those otherwise entitled thereto, by the mechanism of having (x) the transfer agent of the Corporation aggregate such fractional interests, (y) the shares resulting from the aggregation sold and (z) the net proceeds received from the sale allocated and distributed among the holders of the fractional interests as their respective interests appear or (ii) pay in cash, without interest, upon the surrender of certificates representing the Old Common Stock to the transfer agent for exchange, the fair value of Old Common Stock that would have been exchanged for fractional shares of New Common Stock if fractional shares had been issued in the reclassification and combination in an amount per share equal to the average daily closing price per share of Common Stock on the Nasdaq Global Select Market for the period of ten consecutive trading days ending on, and including, the date of the Effective Time. Each certificate that, prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified and combined; provided, that each person holding of record a stock certificate or certificates that represented shares of Old Common Stock shall receive, upon surrender of such certificate or certificates, unless otherwise instructed by such holder, book-entry shares in lieu of a new certificate or certificates evidencing and representing the number of whole shares of New Common Stock to which such person is entitled under the foregoing reclassification and combination.”

4. This Amendment will become effective at 6:00 p.m. Eastern Time on Friday, June 27, 2008.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by its officer thereunto duly authorized, this 25^th day of June, 2008.

CONEXANT SYSTEMS, INC.

By:	/s/ Mark D. Peterson
	Name: Mark D. Peterson Title: Senior Vice President, Chief Legal	Officer and Secretary

Editorial Contact:	Investor Relations Contact:
Gwen Carlson Conexant Systems, Inc. (949) 483-7363	Ryan Bright Shelton Group (972) 239-5119, ext. 159

CONEXANT COMPLETES REVERSE STOCK SPLIT

NEWPORT BEACH, Calif., June 30, 2008 – Conexant Systems, Inc. today announced that it effected a 1-for-10 reverse stock split of its common stock after market close on June 27, 2008. Beginning today, Conexant’s common stock will trade on a split-adjusted basis under the temporary NASDAQ ticker symbol “CNXTD.” On July 30, 2008 the stock will resume trading under the symbol “CNXT.”

The reverse split reduces the number of shares of Conexant’s outstanding common stock from approximately 495 million shares to approximately 49.5 million shares. The exercise price and number of common shares related to outstanding 4 percent convertible subordinate notes and stock options have automatically been proportionately adjusted to reflect the reverse split.

Under the terms of the reverse split, shareowners holding more than 10 shares of Conexant common stock at the close of business on June 27, 2008 will receive one new Conexant share for every 10 shares held. Shareowners holding fewer than 10 shares will receive cash consideration in lieu of fractional shares.

Shareowners of record holding 10 shares or more at the end of trading on June 27, 2008 will be sent instructions for exchanging their existing stock certificates for new stock certificates, and for receiving cash compensation in lieu of fractional shares. Shareowners with shares in “book entry” at BNY Mellon Shareowner Services, or who hold their stock with a broker, will have their shares automatically converted into new shares and receive cash compensation for fractional shares held.

For more information about this process, contact Conexant’s exchange agent, BNY Mellon Shareowner Services, at 1-877-279-4314.

About Conexant

Conexant’s comprehensive portfolio of innovative semiconductor solutions includes products for Internet connectivity, digital imaging, and media processing applications. Conexant is a fabless semiconductor company that recorded revenues of $809 million in fiscal year 2007. The company 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: pricing pressures and other competitive factors; our ability to timely develop and implement new technologies and to obtain protection for the related intellectual property; the cyclical nature of the semiconductor industry and the markets addressed by our products and our customers’ products; volatility in the technology sector and the semiconductor industry; our successful development of new products; the timing of our new product introductions and our product quality; demand for and market acceptance of our new and existing products; our ability to anticipate trends and develop products for which there will be market demand; the availability of manufacturing capacity; changes in our product mix; product obsolescence; the ability of our customers to manage inventory; 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; our ability to successfully complete and close any pending or planned acquisitions or divestitures on a timely basis; the substantial losses we have incurred; 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; general economic and political conditions and conditions in the markets we address; 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.