PROSPECTUS SUPPLEMENT NO. 8 Filed Pursuant to Rule 424(b)(7)
(TO PROSPECTUS DATED JUNE 5, 2006) Registration No. 333-134728
$250,000,000
CONEXANT SYSTEMS, INC.
4% CONVERTIBLE SUBORDINATED NOTES DUE 2026
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
This prospectus supplement no. 8 supplements and amends the
prospectus dated June 5, 2006, as previously supplemented and amended by
prospectus supplements nos. 1, 2, 3, 4, 5, 6 and 7 (as so supplemented and
amended, the "prospectus"), relating to the resale from time to time by certain
selling securityholders of our 4% convertible subordinated notes due 2026 and
shares of our common stock issuable upon conversion of the notes.
This prospectus supplement should be read in conjunction with
and accompanied by the prospectus and is qualified by reference to the
prospectus, except to the extent that the information in this prospectus
supplement supersedes the information contained in the prospectus.
The information appearing in the table below, which is based
on information provided by or on behalf of the named selling securityholders,
supplements and amends the information in the table appearing under the heading
"Selling Securityholders" in the prospectus. The percentage of notes outstanding
beneficially owned by each selling securityholder is based on $250,000,000
aggregate principal amount of notes outstanding. The number of shares of common
stock owned prior to the offering includes shares of common stock issuable upon
conversion of the notes. The number of shares of common stock offered hereby is
based on the initial conversion rate of 203.2520 shares of common stock per
$1,000 principal amount of notes and a cash payment in lieu of any fractional
share.
------------------------------------------------ -------------------- -------------- ------------- ---------------
Principal Amount Common
of Notes Stock Owned
Beneficially Owned Prior to
and Offered Percentage of the Common Stock
Hereby(1) Notes Offering Offered
Selling Securityholder Outstanding Hereby
------------------------------------------------ -------------------- -------------- ------------- ---------------
Lehman Brothers, Inc. (2) $30,000,000 12.0% 6,097,560 6,097,560
(1) We believe that any excess of the total amount of registered sales by
selling securityholders is the result of (i) sales by selling securityholders
who previously registered their securities in unregistered exempt transactions
and the subsequent registration by the purchasers thereof, or (ii) registration
by selling securityholders who had acquired their securities in a previously
registered transaction.
(2) This selling securityholder is a registered broker-dealer and, therefore,
may be deemed an underwriter by the SEC.
Lehman Brothers Inc. was the initial purchaser of the notes. In addition, Lehman
Brothers Inc. and its affiliates have in the past provided and may from time to
time in the future provide certain commercial banking, financial advisory,
investment banking and other services for us for which they have received and
will be entitled to receive separate fees.
Investing in the notes and the underlying shares of common
stock involves significant risks. See "Risk Factors" beginning on page 5 of the
prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus supplement or the prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 7, 2007.