As filed with the Securities and Exchange Commission on March 9, 2010

Registration No. 333-139547

 

 

UNITED STATES
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 Incorporation or Organization)		(I.R.S. Employer Identification No.)

(Address, Including Zip Code, of Principal Executive Offices)

(Full Title of the Plan)

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

 

 

EXPLANATORY NOTE

     Conexant Systems, Inc., a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on December 21, 2006 (Commission File No. 333-139547 and referred to herein as the “Registration Statement”) with respect to shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), thereby registered for offer or sale pursuant to the Conexant Systems, Inc. Retirement Savings Plan (the “Plan”). Prior to giving effect to the Registrant’s June 30, 2008 reverse stock split, a total of 4,000,000 shares of Common Stock were initially registered for issuance under the Registration Statement.

     The Registrant has since ceased investing employee funds in the Registrant’s Common Stock fund pursuant to the Plan effective as of August 29, 2008. No future employee funds will be invested in the Registrant’s Common Stock fund pursuant to the Plan and no employee funds remain invested in such fund pursuant the Plan. The purpose of this Post-Effective Amendment No. 1 to Form S-8 Registration Statement is to deregister the 295,544 shares of Common Stock that remain available for issuance under the Plan (referred to herein as the “Plan Shares”). The Plan Shares are hereby deregistered.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), 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 Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on March 9, 2010.

     Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
/s/ D. Scott Mercer   D. Scott Mercer				March 9, 2010
		Chief Financial Officer and Senior Vice President, Business Development (Principal Financial and Accounting Officer)
/s/ Jean Hu   Jean Hu				March 9, 2010
		Director
/s/ William E. Bendush   William E. Bendush				March 9, 2010
		Director
/s/ Steven J. Bilodeau   Steven J. Bilodeau				March 9, 2010
		Director
/s/ Dwight W. Decker   Dwight W. Decker				March 9, 2010
		Director
/s/ F. Craig Farrill   F. Craig Farrill				March 9, 2010

Signature		Title		Date
		Director
/s/ Balakrishnan S. Iyer   Balakrishnan S. Iyer				March 9, 2010
		Director
/s/ Matthew E. Massengill   Matthew E. Massengill				March 9, 2010
		Director
/s/ Jerre L. Stead   Jerre L. Stead				March 9, 2010

     The Plan. Pursuant to the requirements of the Securities Act, the Plan 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 March 9, 2010.