Summary of CONEXANT SYSTEMS INC

Entry into a Material Definitive Agreement, Financial Statements and Exhibit

ITEM 1.01. Entry into a Material Definitive Agreement.
On September 24, 2009, Conexant Systems, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Oppenheimer & Co. Inc. ("Oppenheimer"). The Underwriting Agreement provides for the sale of 7,000,000 shares of the Company's common stock, par value $0.01 per share, to Oppenheimer at $2.69325 per share. The price to the public is $2.85 per share. In addition, the Company granted Oppenheimer a 30-day option to purchase an additional 1,050,000 shares of common stock solely to cover over-allotments. The transactions contemplated by the Underwriting Agreement are expected to close on September 29, 2009. The shares are being offered and sold pursuant to the Company's registration statements on Form S-3 (Registration Nos. 333-160637 and 333-162082).
ITEM 7.01. Regulation FD Disclosure.
On September 24, 2009, the Company issued the press release attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 is being "furnished" pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference into those filings of the Company that provide for the incorporation of all reports and documents filed by the Company under the Exchange Act.
Certain Forward-Looking Statements
This Current Report on Form 8-K may contain certain statements that the Company believes are, or may be considered to be, "forward-looking statements" within the meaning of various provisions of the Securities Act of 1933 and of the Exchange Act. These forward-looking statements generally can be identified by use of statements that include phrases such as "believe," "expect," "estimate," "anticipate," "intend," "plan," "foresee," "project" or other similar words or phrases. Similarly, statements that describe the Company's objectives, plans or goals also are forward-looking statements. All of these forward-looking statements are subject to certain risks and uncertainties that could cause the Company's actual results to differ materially from historical results or from those expressed or implied by the relevant forward-looking statement. The Company discusses these risks and uncertainties in detail in Part II, Item 1A of its Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2009 filed with the Securities and Exchange Commission on August 12, 2009.
Readers are urged to consider these factors carefully in evaluating the forward-looking statements. The forward-looking statements included in this Current Report are made only as of the date of this Current Report and the company undertakes no obligation to publicly update these forward-looking statements to reflect subsequent events or circumstances.