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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): December 19, 2001
(December 16, 2001)
CONEXANT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-24923 25-1799439
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On December 16, 2001, Registrant entered into (i) an Agreement and
Plan of Reorganization dated as of December 16, 2001 (the "Merger Agreement")
with Washington Sub, Inc., a wholly-owned subsidiary of Registrant
("Washington"), and Alpha Industries, Inc. ("Alpha") and (ii) a Contribution and
Distribution Agreement dated as of December 16, 2001 (the "Distribution
Agreement") with Washington. Pursuant to the Distribution Agreement, Registrant
will contribute to Washington the wireless communications business presently
conducted by Registrant, other than certain assets and liabilities, and will
distribute all the outstanding shares of Washington to Registrant's shareowners
(the "Spin-off"). Immediately thereafter, pursuant to the Merger Agreement,
Washington will merge with and into Alpha, with Alpha as the surviving
corporation (the "Merger"). The Merger is subject to, among other things,
regulatory approval, a ruling by the IRS that the Spin-off qualifies as tax-free
and approval by Alpha's stockholders.
Upon completion of the Merger, Alpha will purchase (i) Registrant's
semiconductor assembly, module manufacturing and test facility, located in
Mexicali, Mexico, pursuant to the Mexican Stock and Asset Purchase Agreement
dated as of December 16, 2001 by and between Registrant and Alpha (the "Mexicali
Agreement") and (ii) Registrant's Package Design Team that supports the Mexicali
facility, pursuant to the U.S. Asset Purchase Agreement dated as of December 16,
2001 by and between Registrant and Alpha (the "U.S. Asset Purchase Agreement").
The foregoing description of the Merger, the Merger Agreement, the
Distribution Agreement, the Mexicali Agreement and the U.S. Asset Purchase
Agreement is qualified in its entirety by reference to the Merger Agreement, the
Distribution Agreement, the Mexicali Agreement, the U.S. Asset Purchase
Agreement and the joint press release of Registrant and Alpha issued on December
17, 2001, which are filed as Exhibits 2.1, 2.2, 99.1, 99.2 and 99.3 hereto,
respectively, and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization dated as of
December 16, 2001 by and among Registrant, Washington and
Alpha (excluding exhibits).
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2.2 Contribution and Distribution Agreement dated as of
December 16, 2001 by and between Registrant and Washington
(excluding exhibits).
99.1 Mexican Stock and Asset Purchase Agreement dated as of
December 16, 2001 by and between Registrant and Alpha.
(excluding exhibits).
99.2 U.S. Asset Purchase Agreement dated as of December 16, 2001
by and between Registrant and Alpha (excluding exhibits).
99.3 Joint press release of Registrant and Alpha dated
December 17, 2001.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
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
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Dennis E. O'Reilly
Senior Vice President,
General Counsel and
Secretary
Dated: December 19, 2001
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
------ ----------- ------------
2.1 Agreement and Plan of Reorganization dated as of
December 16, 2001 by and among Registrant, Washington
and Alpha (excluding exhibits).
2.2 Contribution and Distribution Agreement dated as of
December 16, 2001 by and between Registrant and
Washington (excluding exhibits).
99.1 Mexican Stock and Asset Purchase Agreement dated as of
December 16, 2001 by and between Registrant and Alpha
(excluding exhibits).
99.2 U.S. Asset Purchase Agreement dated as of December 16,
2001 by and between Registrant and Alpha (excluding
exhibits).
99.3 Joint press release of Registrant and Alpha dated
December 17, 2001.