Conexant - Recent Material Event
|
| Item is incorporated herein by
reference to the section entitled “Executive Officers” in the Proxy Statement. |
| |
| (b) |
|
Directors — The information required by this Item is incorporated herein by reference to the
section entitled “Election of Directors” in the Proxy Statement. |
| |
| (c) |
|
Audit Committee and Audit Committee Financial Expert – Certain information required by this
Item is incorporated herein by reference to the section entitled “Report of the Audit
Committee” in the Proxy Statement. The board of directors has determined that D. Scott
Mercer, Chairman of the Audit Committee, is an “audit committee financial expert” and
“independent” as defined under applicable SEC and Nasdaq rules. The board’s affirmative
determination was based, among other things, upon his extensive experience as Chief Financial
Officer of Western Digital Corporation and, prior to that, as Vice President, Finance,
European Operations of Dell Inc. |
| |
| (d) |
|
We adopted our “Standards of Business Conduct,” a code of ethics that applies to all
employees, including our executive officers. A copy of the Standards of Business Conduct is
posted on our Internet site at www.conexant.com. In the event that we make any amendment to,
or grant any waivers of, a provision of the Standards of Business Conduct that applies to the
principal executive officer, principal financial officer, or principal accounting officer that
requires disclosure under applicable SEC rules, we intend to disclose such amendment or waiver
and the reasons therefor on our Internet site. |
| |
| (e) |
|
Section 16(a) Beneficial Ownership Reporting Compliance – The information required by this
Item is incorporated herein by reference to the section entitled “Other Matters – Section
16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement. |
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference to the sections entitled
“Executive Compensation” and “Directors’ Compensation” in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by this Item is incorporated herein by reference to the sections entitled
“Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan
Information” in the Proxy Statement.
Item 13. Certain Relationships and Related Transaction, and Director Independence
The information required by this Item is incorporated herein by reference to the section entitled
“Certain Relationships and Related Transactions” in the Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by this Item is incorporated herein by reference to the section entitled
“Ratification of Selection of Independent Auditors – Principal Accounting Fees and Services” in the
Proxy Statement.
92
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
The following consolidated financial statements of the Company for the fiscal year ended September
28, 2007 are included herewith:
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| |
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Page |
Consolidated Balance Sheets |
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45 |
Consolidated Statements of Operations |
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46 |
Consolidated Statements of Cash Flows |
|
47 |
Consolidated Statements of Shareholders’ Equity and Comprehensive Loss |
|
48 |
(2) Supplemental Schedules
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| |
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Page |
Schedule II — Valuation and Qualifying Accounts |
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101 |
All other schedules have been omitted since the required information is not present in amounts
sufficient to require submission of the schedule, or because the required information is included
in the consolidated financial statements or notes thereto.
(3) Exhibits
| |
|
|
| Exhibits |
|
Description |
3-a-1
|
|
Amended and Restated Certificate of Incorporation of the Company,
as amended, filed as Exhibit 3.a.1 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2004, is
incorporated herein by reference. |
|
|
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3-a-2
|
|
Amended By-Laws of the Company, filed as Exhibit 3.(ii) to the
Company’s Current Report on Form 8-K dated February 28, 2005, is
incorporated herein by reference. |
|
|
|
4-a-1
|
|
Rights Agreement dated as of November 30, 1998 by and between the
Company and Mellon Investor Services, L.L.C. (formerly
ChaseMellon Shareholder Services, L.L.C.), as rights agent, filed
as Exhibit 4.4 to the Company’s Registration Statement on Form
S-8 (Registration No. 333-68755), is incorporated herein by
reference. |
|
|
|
4-a-2
|
|
First Amendment to Rights Agreement dated as of December 9, 1999,
filed as Exhibit 4.1 to the Company’s Quarterly Report on Form
10-Q for the quarter ended December 31, 1999, is incorporated
herein by reference. |
|
|
|
4-b-1
|
|
Indenture dated as of March 7, 2006 by and between the Company
and The Bank of New York Trust Company, N.A., as successor to
J.P. Morgan Trust Company, National Association, as trustee,
including the form of the Company’s 4% Convertible Subordinated
Notes due March 1, 2026 attached as Exhibit A thereto, filed as
Exhibit 4.1 to the Company’s Current Report on Form 8-K dated
March 8, 2006, is incorporated herein by reference. |
|
|
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4-b-2
|
|
Indenture dated as of November 13, 2006 among the Company, the
subsidiary guarantors party thereto and The Bank of New York
Trust Company, N.A., as trustee, including the form of the
Company’s Floating Rate Senior Secured Note due 2010 attached as
Exhibit A thereto, filed as Exhibit 4.1 to the Company’s Current
Report on Form 8-K dated November 16, 2006, is incorporated
herein by reference. |
|
|
|
*10-a-1
|
|
Conexant Systems, Inc. 1998 Stock Option Plan, filed as Exhibit
10.6 to the Company’s Registration Statement on Form 10 (File No.
000-24923), is incorporated herein by reference. |
|
|
|
*10-a-2
|
|
Copy of resolution of the Board of Directors of the Company,
adopted March 1, 1999, amending the Company’s 1998 Stock Option
Plan, filed as Exhibit 10-b-2 to the Company’s Annual Report on
Form 10-K for the year ended September 30, 1999, is incorporated
herein by reference. |
93
| |
|
|
| Exhibits |
|
Description |
*10-a-3
|
|
Forms of Stock Option Agreements under Rockwell’s 1995 Long-Term
Incentives Plan for options granted prior to December 3, 1997,
filed as Exhibit 10-e-2 to Rockwell’s Annual Report on Form 10-K
for the year ended September 30, 1994 (File No. 1-1035), are
incorporated herein by reference. |
|
|
|
*10-a-4
|
|
Forms of Stock Option Agreements under Rockwell’s 1995 Long-Term
Incentives Plan for options granted between December 3, 1997 and
August 31, 1998, filed as Exhibit 10-b-3 to Rockwell’s Annual
Report on Form 10-K for the year ended September 30, 1998 (File
No. 1-12383), are incorporated herein by reference. |
|
|
|
*10-a-5
|
|
Form of Stock Option Agreement under Rockwell’s 1995 Long-Term
Incentives Plan for options granted on April 23, 1998, filed as
Exhibit 10-b-4 to Rockwell’s Annual Report on Form 10-K for the
year ended September 30, 1998 (File No. 1-12383), is incorporated
herein by reference. |
|
|
|
*10-a-6
|
|
Form of Stock Option Agreement under Rockwell’s 1995 Long-Term
Incentives Plan for options granted on August 31, 1998, filed as
Exhibit 10-b-5 to Rockwell’s Annual Report on Form 10-K for the
year ended September 30, 1998 (File No. 1-12383), is incorporated
herein by reference. |
|
|
|
*10-a-7
|
|
Form of Stock Option Agreement under Rockwell’s Directors Stock
Plan, filed as Exhibit 10-d to Rockwell’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 1996 (File No. 1-1035),
is incorporated herein by reference. |
|
|
|
*10-a-8
|
|
Copy of resolution of the Board of Directors of Rockwell, adopted
November 6, 1996, adjusting outstanding awards under Rockwell’s
(i) 1988 Long-Term Incentives Plan, (ii) 1995 Long-Term
Incentives Plan and (iii) Directors Stock Plan, filed as Exhibit
4-g-2 to Rockwell’s Registration Statement on Form S-8
(Registration No. 333-17055), is incorporated herein by
reference. |
|
|
|
*10-a-9
|
|
Copy of resolution of the Board of Directors of Rockwell, adopted
September 3, 1997, adjusting outstanding awards under Rockwell’s
(i) 1988 Long-Term Incentives Plan, (ii) 1995 Long-Term
Incentives Plan and (iii) Directors Stock Plan, filed as Exhibit
10-e-3 to Rockwell’s Annual Report on Form 10-K for the year
ended September 30, 1997 (File No. 1-12383), is incorporated
herein by reference. |
|
|
|
*10-a-10
|
|
Copy of resolution of the Board of Directors of Rockwell, adopted
December 2, 1998, assigning to the Company outstanding options to
purchase shares of Company Common Stock, filed as Exhibit 4.f.4
to the Company’s Registration Statement on Form S-3 (Registration
No. 333-70085), is incorporated herein by reference. |
|
|
|
*10-a-11
|
|
Copy of resolution of the Board of Directors of the Company,
adopted November 30, 1998, assuming outstanding options to
purchase shares of Company Common Stock, filed as Exhibit 4.f.5
to the Company’s Registration Statement on Form S-3 (Registration
No. 333-70085), is incorporated herein by reference. |
|
|
|
*10-b-1
|
|
Conexant Systems, Inc. 1999 Long-Term Incentives Plan, as
amended, filed as Exhibit 4.7 to the Company’s Registration
Statement on Form S-8 (Registration No. 333-37918), is
incorporated herein by reference. |
|
|
|
*10-b-2
|
|
Copy of resolution of the Board of Directors of the Company,
adopted April 20, 1999, amending the Company’s 1999 Long-Term
Incentives Plan, filed as Exhibit 10-c-2 to the Company’s Annual
Report on Form 10-K for the year ended September 30, 1999, is
incorporated herein by reference. |
|
|
|
*10-b-3
|
|
Form of Stock Option Agreement under the Company’s 1999 Long-Term
Incentives Plan, filed as Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 1999, is
incorporated herein by reference. |
|
|
|
*10-b-4
|
|
Form of Restricted Stock Agreement (Performance Vesting) under
the Company’s 1999 Long-Term Incentives Plan, filed as Exhibit
10.2 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999, is incorporated herein by
reference. |
|
|
|
*10-b-5
|
|
Form of Restricted Stock Agreement (Time Vesting) under the
Company’s 1999 Long-Term Incentives Plan, filed as Exhibit 10.3
to the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, is incorporated herein by reference. |
94
| |
|
|
| Exhibits |
|
Description |
*10-b-6
|
|
Memorandum of Adjustments to Outstanding Options Under the
Conexant Stock Plans approved and adopted by the Board of
Directors of the Company on May 9, 2002, as amended June 13,
2002, in connection with the Skyworks transaction, filed as
Exhibit 10-b-9 to the Company’s Annual Report on Form 10-K for
the year ended September 30, 2002, is incorporated herein by
reference. |
|
|
|
*10-b-7
|
|
Memorandum of Proposed Amendments to the Conexant Systems, Inc.
Stock Option Plans adopted by the Board of Directors of the
Company on June 13, 2002 in connection with the Skyworks
transaction, filed as Exhibit 10-b-10 to the Company’s Annual
Report on Form 10-K for the year ended September 30, 2002, is
incorporated herein by reference. |
|
|
|
*10-b-8
|
|
Memorandum of Adjustments to Outstanding Options Under the
Conexant Stock Plans approved and adopted by the Board of
Directors of the Company on June 5, 2003 in connection with the
Mindspeed spin-off, filed as Exhibit 10-b-11 to the Company’s
Annual Report on Form 10-K for the year ended September 30, 2003,
is incorporated herein by reference. |
|
|
|
*10-b-9
|
|
Memorandum of Proposed Amendments to the Conexant Systems, Inc.
Stock Option Plans adopted by the Board of Directors of the
Company on June 5, 2003 in connection with the Mindspeed
spin-off, filed as Exhibit 10-b-12 to the Company’s Annual Report
on Form 10-K for the year ended September 30, 2003, is
incorporated herein by reference. |
|
|
|
*10-c-1
|
|
Conexant Systems, Inc. Retirement
Savings Plan, as amended, filed as Exhibit 4.5 to the Company's
Registration Statement on Form S-8 (Registration No 333-139547), is
incorporated herein by reference. |
|
|
|
*10-d-1
|
|
Copy of resolutions of the Board of Directors of the Company,
adopted August 13, 1999 amending, among other things, the
Company’s 1999 Long-Term Incentives Plan, filed as Exhibit 10-e-1
to the Company’s Annual Report on Form 10-K for the year ended
September 30, 1999, is incorporated herein by reference. |
|
|
|
*10-e-1
|
|
Conexant Systems, Inc. Directors Stock Plan, as amended. |
|
|
|
*10-f-1
|
|
Conexant Systems, Inc. 2000 Non-Qualified Stock Plan, as amended,
filed as Exhibit (D) (2) to the Company’s Amendment No. 2 to
Schedule TO dated December 1, 2004, is incorporated herein by
reference. |
|
|
|
*10-f-2
|
|
Resolutions adopted by the Board of Directors of the Company on
February 25, 2004 with respect to the use of shares available
under certain GlobespanVirata, Inc. stock plans for future grants
under the Conexant Systems, Inc. 2000 Non-Qualified Stock Plan,
filed as Exhibit 4.5.2 to the Company’s Registration Statement on
Form S-8 (Registration No. 333-113595), is incorporated herein by
reference. |
|
|
|
*10-f-3
|
|
Form of Stock Option Agreement under the Conexant Systems, Inc.
2000 Non-Qualified Stock Plan, as amended, filed as Exhibit
10-f-3 to the Company’s Annual Report on Form 10-K for the year
ended September 30, 2004, is incorporated herein by reference. |
|
|
|
*10-g-1
|
|
Conexant Systems, Inc. GlobespanVirata, Inc. 1999 Equity
Incentive Plan, as amended, filed as Exhibit 4.5.1 to the
Company’s Registration Statement on Form S-8 (Registration No.
333-113399), is incorporated herein by reference. |
|
|
|
*10-h-1
|
|
Conexant Systems, Inc. GlobespanVirata, Inc. 1999 Supplemental
Stock Option Plan, as amended, filed as Exhibit 4.5.2 to the
Company’s Registration Statement on Form S-8 (Registration No.
333-113399), is incorporated herein by reference. |
|
|
|
*10-i-1
|
|
Conexant Systems, Inc. Amended and Restated GlobespanVirata, Inc.
1999 Stock Incentive Plan, as amended, filed as Exhibit 4.5.3 to
the Company’s Registration Statement on Form S-8 (Registration
No. 333-113399), is incorporated herein by reference. |
|
|
|
*10-j-1
|
|
Conexant Systems, Inc. 2004 New-Hire Equity Incentive Plan, filed
as Exhibit 99.1 to the Company’s Registration Statement on Form
S-8 (Registration No. 333-115983), is incorporated herein by
reference. |
|
|
|
*10-j-2
|
|
Form of Stock Option Agreement under the Conexant Systems, Inc.
2004 New-Hire Equity |
95
| |
|
|
| Exhibits |
|
Description |
|
|
Incentive Plan, filed as Exhibit 10-j-2 to
the Company’s Annual Report on Form 10-K for the year ended
September 30, 2004, is incorporated herein by reference. |
|
|
|
*10-j-3
|
|
Form of Restricted Stock Unit Award Agreement under the Conexant
Systems, Inc. 2004 New-Hire Equity Incentive Plan, filed as
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for
the quarter ended June 29, 2007, is incorporated herein by
reference. |
|
|
|
*10-k-1
|
|
Employment Agreement dated December 15, 1998 filed as Exhibit
10.5 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended December 31, 1998, is incorporated herein by
reference. |
|
|
|
*10-k-2
|
|
Schedule identifying agreements substantially identical to the
Employment Agreement constituting Exhibit 10-k-1 hereto entered
into by the Company and certain executives of the Company. |
|
|
|
*10-k-3
|
|
Employment Agreement dated December 15, 1998 between the Company
and D.W. Decker, filed as Exhibit 10.7 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended December 31, 1998, is
incorporated herein by reference. |
|
|
|
*10-k-4
|
|
Employment Agreement dated as of December 18, 2002 by and between
the Company and J.S. Blouin, filed as Exhibit 10-f-5 to the
Company’s Annual Report on Form 10-K for the year ended September
30, 2003, is incorporated herein by reference. |
|
|
|
*10-k-5
|
|
General Agreement dated as of September 30, 2003 by and between
the Company and D.E. O’Reilly, filed as Exhibit 10-f-6 to the
Company’s Annual Report on Form 10-K for the year ended September
30, 2003, is incorporated herein by reference. |
|
|
|
*10-k-6
|
|
Employment Agreement between the Company and D.E. O’Reilly dated
as of January 15, 2004, filed as Exhibit 10.e to the Company’s
Registration Statement on Form S-4 (Registration No. 333-111179),
is incorporated herein by reference. |
|
|
|
*10-k-7
|
|
Amendment dated as of February 27, 2004 to Employment Agreement
between the Company and J.S. Blouin, filed as Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004, is incorporated herein by reference. |
|
|
|
*10-k-8
|
|
Employment Agreement between the Company and L.C. Brewster dated
as of February 27, 2004, filed as Exhibit 10.2 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31,
2004, is incorporated herein by reference. |
|
|
|
*10-k-9
|
|
Amended and Restated Employment Agreement by and between the
Company and D.W. Decker, filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K dated March 14, 2005, is incorporated
herein by reference. |
|
|
|
*10-k-10
|
|
D.W. Decker Performance Share Award Grant Letter and Terms and
Conditions, filed as Exhibit 10.2 to the Company’s Current Report
on Form 8-K dated May 9, 2005, is incorporated herein by
reference. |
|
|
|
*10-k-11
|
|
Employment Agreement dated as of June 21, 2007 between the
Company and Daniel A. Artusi, filed as Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended
June 29, 2007, is incorporated herein by reference. |
|
|
|
*10-k-12
|
|
Employment agreement dated as of August 24, 2007 between the
Company and Karen Roscher. |
|
|
|
*10-k-13
|
|
Amendment to Employment Agreement and Separation and Release
Agreement dated as of September 4, 2007 between the Company and
J. Scott Blouin. |
|
|
|
*10-k-14
|
|
Amendment to Employment Agreement and Separation and Release
Agreement dated as of October 2, 2007 between the Company and
Dennis E. O’Reilly |
|
|
|
*10-l-1
|
|
Conexant Systems, Inc. 2001 Performance Share Plan and related
Performance Share Award Terms and Conditions, filed as Exhibit
99.1 to the Company’s Registration Statement on Form S-8
(Registration Statement No. 333-73858), is incorporated herein by
reference. |
|
|
|
10-m-1
|
|
Contribution and Distribution Agreement dated as of December 16,
2001, as amended as of June 25, 2002, by and between the Company
and Washington Sub, Inc. (excluding schedules) filed as Exhibit
2.2 to the Company’s Current Report on Form 8-K dated July 1,
2002, is incorporated herein by reference. |
96
| |
|
|
| Exhibits |
|
Description |
10-m-2
|
|
Employee Matters Agreement dated as of June 25, 2002 by and among
the Company, Washington Sub, Inc. and Alpha Industries, Inc.
(excluding schedules) filed as Exhibit 2.3 to the Company’s
Current Report on Form 8-K dated July 1, 2002, is incorporated
herein by reference. |
|
|
|
10-m-3
|
|
Tax Allocation Agreement dated as of June 25, 2002 by and among
the Company, Washington Sub, Inc. and Alpha Industries, Inc.
(excluding schedules) filed as Exhibit 2.4 to the Company’s
Current Report on Form 8-K dated July 1, 2002, is incorporated
herein by reference. |
|
|
|
10-n-1
|
|
Distribution Agreement dated as of June 25, 2003 by and between
the Company and Mindspeed Technologies, Inc. (excluding
schedules) filed as Exhibit 2.1 to the Company’s Current Report
on Form 8-K dated July 1, 2003, is incorporated herein by
reference. |
|
|
|
10-n-2
|
|
Employee Matters Agreement dated as of June 27, 2003 by and
between the Company and Mindspeed Technologies, Inc. (excluding
schedules) filed as Exhibit 2.2 to the Company’s Current Report
on Form 8-K dated July 1, 2003, is incorporated herein by
reference. |
|
|
|
10-n-3
|
|
Tax Allocation Agreement dated as of June 27, 2003 by and between
the Company and Mindspeed Technologies, Inc. (excluding
schedules) filed as Exhibit 2.3 to the Company’s Current Report
on Form 8-K dated July 1, 2003, is incorporated herein by
reference. |
|
|
|
10-o-1
|
|
Capacity & Reservation Deposit Agreement dated as of March 20,
2000 by and between the Company and UMC Group (USA), filed as
Exhibit 10-k-1 to the Company’s Annual Report on Form 10-K for
the year ended September 30, 2002, is incorporated herein by
reference. ** |
|
|
|
10-o-2
|
|
Amendment No. 1 to Capacity & Reservation Deposit Agreement dated
as of March 24, 2000 between the Company and UMC Group (USA),
filed as Exhibit 10-k-2 to the Company’s Annual Report on Form
10-K for the year ended September 30, 2002, is incorporated
herein by reference. |
|
|
|
10-o-3
|
|
Amendment No. 2 to Capacity & Reservation Deposit Agreement dated
as of August 1, 2000 between the Company and UMC Group (USA),
filed as Exhibit 10-k-3 to the Company’s Annual Report on Form
10-K for the year ended September 30, 2002, is incorporated
herein by reference. ** |
|
|
|
10-o-4
|
|
Amendment No. 3 to Capacity & Reservation Deposit Agreement dated
as of May 17, 2001 between the Company and UMC Group (USA), filed
as Exhibit 10-k-4 to the Company’s Annual Report on Form 10-K for
the year ended September 30, 2002, is incorporated herein by
reference. ** |
|
|
|
10-o-5
|
|
Amendment No. 4 to Capacity & Reservation Deposit Agreement dated
as of August 24, 2001 between the Company and UMC Group (USA),
filed as Exhibit 10-k-5 to the Company’s Annual Report on Form
10-K for the year ended September 30, 2002, is incorporated
herein by reference. ** |
|
|
|
10-o-6
|
|
Foundry Agreement dated as of July 27, 2000 by and between the
Company and UMC Group (USA), filed as Exhibit 10-k-6 to the
Company’s Annual Report on Form 10-K for the year ended September
30, 2002, is incorporated herein by reference. ** |
|
|
|
*10-p-1
|
|
Form of Indemnity Agreement between the Company and the directors
and certain executives of the Company, filed as Exhibit 10-q-1 to
the Company’s Annual Report on Form 10-K for the year ended
September 30, 2004, is incorporated herein by reference. |
|
|
|
*10-p-2
|
|
Schedule identifying agreements substantially identical to the
Form of Indemnity Agreement constituting Exhibit 10-p-1 hereto
entered into by the Company and the directors and certain
executives of the Company. |
|
|
|
*10-q-1
|
|
Summary of Non-Employee Director Compensation and Benefits. |
|
|
|
10-r-1
|
|
Receivables Purchase Agreement dated as of November 29, 2005 by
and between Conexant USA, LLC and the Company, filed as Exhibit
99.1 to the Company’s Current Report on Form 8-K dated December
1, 2005, is incorporated herein by reference. |
|
|
|
10-r-2
|
|
Credit and Security Agreement dated as of November 29, 2005 by
and between Conexant USA, LLC and Wachovia Bank, National
Association, filed as Exhibit 99.2 to the Company’s Current
Report on Form 8-K dated December 1, 2005, is incorporated herein
by reference. |
97
| |
|
|
| Exhibits |
|
Description |
10-r-3
|
|
Servicing Agreement dated as of November 29, 2005 by and between
the Company and Conexant USA, LLC, filed as Exhibit 99.3 to the
Company’s Current Report on Form 8-K dated December 1, 2005, is
incorporated herein by reference. |
|
|
|
10-r-4
|
|
Extension Letter Agreement dated November 21, 2006 by and among
Wachovia Bank, National Association, the Company and Conexant
USA, LLC with respect to the Receivables Purchase Agreement
constituting Exhibit 10-r-1 hereto, the Credit and Security
Agreement constituting Exhibit 10-r-2 hereto and the Servicing
Agreement constituting Exhibit 10-r-3 hereto, filed as Exhibit
10-r-4 to the Company’s Annual Report on Form 10-K for the year
ended September 29, 2006, is incorporated herein by reference. |
|
|
|
10-r-5
|
|
Extension Letter Agreement dated
October 11, 2007 by and among
Wachovia Bank, National Association, the Company and Conexant
USA, LLC with respect to the Receivables Purchase Agreement
constituting Exhibit 10-r-1 hereto, the Credit and Security
Agreement constituting Exhibit 10-r-2 hereto and the Servicing
Agreement constituting Exhibit 10-r-3 hereto. |
|
|
|
*10-s-1
|
|
Deferred Compensation Plan II effective January 1, 2005, filed as
Exhibit 99.1 to the Company’s Current Report on Form 8-K dated
January 5, 2006, is incorporated herein by reference. |
|
|
|
10-t-1
|
|
Agreement and Plan of Merger dated as of September 26, 2006 by
and among Acquicor Technology Inc., Joy Acquisition Corp., Jazz
Semiconductor, Inc. and T.C. Group, L.L.C., as the stockholders’
representative, filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K dated October 10, 2006, is incorporated herein
by reference. |
|
|
|
10-t-2
|
|
Stockholder Support Agreement dated as of September 26, 2006 by
and among Acquicor Technology Inc., the Company, RF Micro
Devices, Inc., Carlyle Partners III, L.P., CP III Coinvestment,
L.P. and Carlyle High Yield Partners, L.P., filed as Exhibit 10.2
to the Company’s Current Report on Form 8-K dated October 10,
2006, is incorporated herein by reference. |
|
|
|
*10-u-1
|
|
The Company’s 2007 Peak Performance Incentive Plan, filed as
Exhibit 99.1 to the Company’s Current Report on Form 8-K dated
November 20, 2006, is incorporated herein by reference. |
|
|
|
*10-v-1
|
|
The Company’s 2008 Peak Performance
Incentive Plan, filed as Exhibit 10.1 to the Company’s Current Report
on Form 8-K dated November 14, 2007, is incorporated herein by
reference. |
|
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges for each of the
five years ended September 28, 2007. |
|
|
|
21
|
|
List of Subsidiaries of the Company. |
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm. |
|
|
|
24
|
|
Power of Attorney authorizing certain persons to sign this Annual
Report on Form 10-K on behalf of certain directors and officers
of the Company. |
|
|
|
31.1
|
|
Certification of Chief Executive Officer of Periodic Report
Pursuant to Rule 13a-15(e) or Rule 15d-15(e). |
|
|
|
31.2
|
|
Certification of Chief Financial Officer of Periodic Report
Pursuant to Rule 13a-15(e) or Rule 15d-15(e). |
|
|
|
32
|
|
Certification by Chief Executive Officer and Chief Financial
Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350. |
|
|
|
| * |
|
Management contract or compensatory plan or arrangement. |
| |
| ** |
|
Certain confidential portions of this Exhibit have been omitted pursuant to a request for
confidential treatment. Omitted portions have been filed separately with the Securities and
Exchange Commission. |
(b) Exhibits
See subsection (a) (3) above.
(c) Financial Statement Schedules
See subsections (a) (1) and (2) above.
98
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newport Beach, State of California, on November 21, 2007.
| |
|
|
|
|
| |
CONEXANT SYSTEMS, INC.
|
|
| |
By: |
/s/ Daniel Artusi
|
|
| |
|
Daniel Artusi |
|
| |
|
President and Chief Executive Officer |
|
99
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has
been signed on November 21, 2007 by the following persons on behalf of the registrant and in the
capacities indicated:
| |
|
|
| Signature |
|
Title |
| |
|
|
| Dwight W. Decker*
Dwight W. Decker |
|
Chairman of the Board
|
| /s/ Daniel Artusi
Daniel Artusi |
|
President and Chief Executive Officer
(Principal Executive Officer) |
| Karen Roscher*
Karen Roscher |
|
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
| Steven J. Bilodeau*
Steven J. Bilodeau |
|
Director
|
| F. Craig Farrill*
F. Craig Farrill |
|
Director
|
| Balakrishnan S. Iyer*
Balakrishnan S. Iyer |
|
Director
|
| John W. Marren*
John W. Marren |
|
Director
|
| D. Scott Mercer*
D. Scott Mercer |
|
Director
|
| Jerre L. Stead*
Jerre L. Stead |
|
Director
|
| *By: |
|
/s/ KAREN ROSCHER |
| |
| |
|
Karen Roscher, Attorney-in-fact** |
| |
| ** |
|
By authority of the power of attorney filed as Exhibit 24 hereto |
100
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Charged |
|
|
|
|
| |
|
Balance at |
|
(Credited) |
|
Additions |
|
Balance at |
| |
|
Beginning |
|
to Costs and |
|
(Deductions) |
|
End of |
| Description |
|
of Year |
|
Expenses |
|
(1) |
|
Year |
Fiscal year ended September 28, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
842 |
|
|
$ |
20 |
|
|
$ |
797 |
|
|
$ |
1,659 |
|
Reserve for sales returns |
|
|
3,248 |
|
|
|
988 |
|
|
|
(972 |
) |
|
|
3,264 |
|
Reserve for pricing allowances |
|
|
500 |
|
|
|
(500 |
) |
|
|
— |
|
|
|
— |
|
Allowance for excess and
obsolete inventories |
|
|
36,632 |
|
|
|
565 |
|
|
|
(15,016 |
) |
|
|
22,181 |
|
Allowance for lower of cost or
market inventories |
|
|
1,761 |
|
|
|
(1,159 |
) |
|
|
(223 |
) |
|
|
379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended September 29, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
3,803 |
|
|
$ |
(2,192 |
) |
|
$ |
(769 |
) |
|
$ |
842 |
|
Reserve for sales returns |
|
|
5,789 |
|
|
|
134 |
|
|
|
(2,675 |
) |
|
|
3,248 |
|
Reserve for pricing allowances |
|
|
5,400 |
|
|
|
(4,900 |
) |
|
|
— |
|
|
|
500 |
|
Allowance for excess and
obsolete inventories |
|
|
44,833 |
|
|
|
3,048 |
|
|
|
(11,249 |
) |
|
|
36,632 |
|
Allowance for lower of cost or
market inventories |
|
|
6,739 |
|
|
|
(4,932 |
) |
|
|
(46 |
) |
|
|
1,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended September 30, 2005: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
5,974 |
|
|
$ |
(1,587 |
) |
|
$ |
(584 |
) |
|
$ |
3,803 |
|
Reserve for sales returns |
|
|
9,474 |
|
|
|
24,179 |
|
|
|
(27,864 |
) |
|
|
5,789 |
|
Reserve for pricing allowances |
|
|
2,500 |
|
|
|
2,900 |
|
|
|
— |
|
|
|
5,400 |
|
Allowance for excess and
obsolete inventories |
|
|
23,319 |
|
|
|
30,080 |
|
|
|
(8,566 |
) |
|
|
44,833 |
|
Allowance for lower of cost or
market inventories |
|
|
— |
|
|
|
14,004 |
|
|
|
(7,265 |
) |
|
|
6,739 |
|
|
|
|
| (1) |
|
Deductions in the allowance for doubtful accounts reflect amounts written off. |
101
EXHIBIT INDEX
| |
|
|
| Exhibits |
|
Description |
*10-e-1
|
|
Conexant Systems, Inc. Directors
Stock Plan, as amended. |
|
|
|
*10-k-2
|
|
Schedule identifying agreements substantially identical to the
Employment Agreement constituting Exhibit 10-k-1 hereto entered
into by the Company and certain executives of the Company. |
|
|
|
*10-k-12
|
|
Employment Agreement dated as of
August 24, 2007 between the Company and Karen Roscher. |
|
|
|
*10-k-13
|
|
Amendment to Employment Agreement
and Separation and Release Agreement dated as of September 4, 2007
between the Company and J. Scott Blouin. |
|
|
|
*10-k-14
|
|
Amendment to Employment Agreement and
Separation and Release Agreement dated as of October 2, 2007 between
the Company and Dennis E. O'Reilly. |
|
|
|
*10-p-2
|
|
Schedule identifying agreements substantially identical to the
Form of Indemnity Agreement constituting Exhibit 10-p-1 hereto
entered into by the Company and the directors and certain
executives of the Company. |
|
|
|
*10-q-1
|
|
Summary of Non-Employee Director Compensation and Benefits. |
|
|
|
10-r-5
|
|
Extension Letter Agreement dated October 11, 2007 by and among
Wachovia Bank, National Association, the Company and Conexant USA,
LLC with respect to the Receivables Purchase Agreement
constituting Exhibit 10-r-1 hereto, the Credit and Security
Agreement constituting Exhibit 10-r-2 hereto and the Servicing
Agreement constituting Exhibit 10-r-3 hereto. |
|
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges for each of the
five years ended September 28, 2007 |
|
|
|
21
|
|
List of Subsidiaries of the Company. |
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm. |
|
|
|
24
|
|
Power of Attorney authorizing certain persons to sign this Annual
Report on Form 10-K on behalf of certain directors and officers of
the Company. |
|
|
|
31.1
|
|
Certification of Chief Executive Officer of Periodic Report
Pursuant to Rule 13a-15(e) or Rule 15d-15(e). |
|
|
|
31.2
|
|
Certification of Chief Financial Officer of Periodic Report
Pursuant to Rule 13a-15(e) or Rule 15d-15(e). |
|
|
|
32
|
|
Certification by Chief Executive Officer and Chief Financial
Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350. |
|
|
|
| * |
|
Management contract or compensatory plan or arrangement. |
|