UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended October 2, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 000-24923
 CONEXANT SYSTEMS, INC.
 (Exact name of registrant as specified in its charter)
 Delaware(State of incorporation)
    
    25-1799439(I.R.S. Employer Identification No.)4000 MacArthur Boulevard 
Newport Beach, California(Address of principal executive offices)
    
    92660-3095(Zip code)
 Registrants telephone number, including area code:
(949) 483-4600
Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class:
    
    Name of Each Exchange on Which Registered:Common Stock, $0.01 Par Value Per Share
(including associated Preferred Share Purchase Rights)
    
    The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ o þ
  Documents Incorporated by Reference




---



##### 



EXPLANATORY NOTE
  Item 15. Exhibits and Financial Statements Schedules
 Exhibits
 Exhibits
    
    Description2.1
    
    Asset Purchase Agreement, dated as of April 21, 2009, by and
between the Company and Ikanos Communications, Inc.
(incorporated by reference to Exhibit 2.1 of the Companys
Current Report on Form 8-K filed on April 24, 2009)2.2
    
    Asset Purchase Agreement, dated April 29, 2008, by and
between the Company and NXP B.V. (incorporated by reference
to Exhibit 10.3 of the Companys Quarterly Report on Form
10-Q for the quarter ended June 27, 2008)2.3
    
    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 (incorporated by reference
to Exhibit 10.1 to the Companys Current Report on Form 8-K
filed on October 2, 2006)3.1
    
    Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.A.1 of the
Companys Quarterly Report on Form 10-Q for the period ended
March 31, 2004)3.1.1
    
    Certificate of Amendment of Amended and Restated Certificate
of Incorporation of the Company (incorporated by reference
to Exhibit 3.1 of the Companys Quarterly Report on Form
10-Q for the quarter ended June 27, 2008)3.2
    
    Amended By-Laws of the Company (incorporated by reference to
Exhibit 99.1 of the Companys Current Report on Form 8-K
filed on July 16, 2009)4.1
    
    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 (incorporated by reference to Exhibit
4.1 of the Companys Current Report on Form 8-K filed on
March 8, 2006)4.1.1
    
    Registration Rights Agreement, dated as of March 7, 2006, by
and between the Company and Lehman Brothers, Inc.
(incorporated by reference to Exhibit 4.3 of the Companys
Current Report on Form 8-K filed on March 8, 2006)4.2
    
    Indenture, dated as of November 13, 2006, by and 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 (incorporated by
reference to Exhibit 4.1 of the Companys Current Report on
Form 8-K filed on November 16, 2006)4.2.1
    
    Registration Rights Agreement, dated as of November 13,
2006, by and among the Company, the subsidiary guarantors
party thereto, and The Bank of New York Trust Company, N.A.
(as successor to J.P. Morgan Trust Company N.A.)
(incorporated by reference to Exhibit 4.3 of the Companys
Current Report on Form 8-K filed on November 16, 2006)*10.1
    
    Conexant Systems, Inc. 1999 Long-Term Incentives Plan, as
amended (incorporated by reference to Exhibit 4.7 of the
Companys Registration Statement on Form S-8 filed on May
26, 2000 (File No. 333-37918))




---



##### 



Exhibits
    
    Description*10.1.1
    
    Form of Stock Option Agreement under the Conexant Systems,
Inc. 1999 Long-Term Incentives Plan (incorporated by
reference to Exhibit 10.1 of the Companys Quarterly Report
on Form 10-Q for the quarter ended March 31, 1999)*10.1.2
    
    Form of Restricted Stock Agreement (Performance Vesting)
under the Conexant Systems, Inc. 1999 Long-Term Incentives
Plan (incorporated by reference to Exhibit 10.2 of the
Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999)*10.1.3
    
    Form of Restricted Stock Agreement (Time Vesting) under the
Conexant Systems, Inc. 1999 Long-Term Incentives Plan
(incorporated by reference to Exhibit 10.3 of the Companys
Quarterly Report on Form 10-Q for the quarter ended March
31, 1999)*10.1.4
    
    Copy of resolutions of the Board of Directors of the
Company, adopted August 13, 1999 amending, among other
things, the 1999 Long-Term Incentives Plan (incorporated by
reference to Exhibit 10-e-1 of the Companys Annual Report
on Form 10-K for the year ended September 30, 1999)*10.2
    
    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
(incorporated by reference to Exhibit 10-b-9 of the
Companys Annual Report on Form 10-K for the year ended
September 30, 2002)*10.2.1
    
    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 (incorporated by reference to Exhibit 10-b-10 of
the Companys Annual Report on Form 10-K for the year ended
September 30, 2002)*10.3
    
    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 (incorporated by reference to Exhibit
10-b-11 of the Companys Annual Report on Form 10-K for the
year ended September 30, 2003)*10.3.1
    
    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 (incorporated by reference to Exhibit 10-b-12 of
the Companys Annual Report on Form 10-K for the year ended
September 30, 2003)*10.4
    
    Amended and Restated Conexant Systems, Inc. Retirement
Savings Plan (incorporated by reference to Exhibit 4.5 of
the Companys Registration Statement on Form S-8 filed on
December 21, 2006 (File No. 333-139547))*10.5
    
    Conexant Systems, Inc. Directors Stock Plan, as amended
(incorporated by reference to Exhibit 10-e-1 of the
Companys Annual Report on Form 10-K for the year ended
September 28, 2007)*10.6
    
    Conexant Systems, Inc. 2000 Non-Qualified Stock Plan, as
amended (incorporated by reference to Exhibit (D)(2) of
Amendment No. 2 to Schedule TO filed on December 1, 2004)*10.6.1
    
    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 (incorporated by reference to
Exhibit 4.5.2 of the Companys Registration Statement on
Form S-8 filed on March 15, 2004 (File No. 333-113595))*10.6.2
    
    Form of Stock Option Agreement under the Conexant Systems,
Inc. 2000 Non-Qualified Stock Plan, as amended (incorporated
by reference to Exhibit 10-f-3 of the Companys Annual
Report on Form 10-K for the year ended September 30, 2004)*10.7
    
    Conexant Systems, Inc. 2001 Performance Share Plan and
related Performance Share Award Terms and Conditions
(incorporated by reference to Exhibit 99.1 of the Companys
Registration Statement on Form S-8 filed on November 21,
2001 (File No. 333-73858))*10.8
    
    Conexant Systems, Inc. 2004 New-Hire Equity Incentive Plan
(incorporated by reference to Exhibit 99.1 of the Companys
Registration Statement on Form S-8 filed on May 28, 2004
(File No. 333-115983))




---



##### 



Exhibits
    
    Description*10.8.1
    
    Form of Stock Option Agreement under the Conexant Systems,
Inc. 2004 New-Hire Equity Incentive Plan (incorporated by
reference to Exhibit 10-j-2 of the Companys Annual Report
on Form 10-K for the year ended September 30, 2004*10.8.2
    
    Form of Restricted Stock Unit Award Agreement under the
Conexant Systems, Inc. 2004 New-Hire Equity Incentive Plan
(incorporated by reference to Exhibit 10.2 of the Companys
Quarterly Report on Form 10-Q for the quarter ended June 29,
2007)*10.9
    
    Conexant Systems, Inc. 2010 Management Incentive Plan
(incorporated by reference to Exhibit 10.1 of the Companys
Current Report on Form 8-K filed on November 3, 2009)*10.10
    
    Conexant Systems, Inc. 2009 Performance Incentive Plan
(incorporated by reference to Exhibit 10.1 of the Companys
Current Report on Form 8-K filed on November 18, 2008)*10.11
    
    Deferred Compensation Plan II, effective January 1, 2005
(incorporated by reference to Exhibit 99.1 of the Companys
Current Report on Form 8-K filed on January 5, 2006)*10.12
    
    Employment Agreement, dated as of April 14, 2008, by and
between the Company and D. Scott Mercer (incorporated by
reference to Exhibit 10.2 of the Companys Quarterly Report
on Form 10-Q for the quarter ended March 28, 2008)*10.12.1
    
    Amendment to Employment Agreement, by and between D. Scott
Mercer and the Company, dated April 22, 2009 (incorporated
by reference to Exhibit 10.1 of the Companys Current Report
on Form 8-K filed on April 24, 2009)*10.13
    
    Employment Agreement, dated as of April 14, 2008, by and
between the Company and C. Scherp (incorporated by reference
to Exhibit 10.3 of the Companys Quarterly Report on Form
10-Q for the quarter ended March 28, 2008)*10.13.1
    
    Amendment dated as of August 27, 2009 to Employment
Agreement dated as of April 14, 2008 by and between the
Company and C. Scherp*10.14
    
    Employment Agreement, dated as of April 14, 2008, by and
between the Company and S. Chittipeddi (incorporated by
reference to Exhibit 10.4 of the Companys Quarterly Report
on Form 10-Q for the quarter ended March 28, 2008)*10.14.1
    
    Amendment dated as of August 27, 2009 to Employment
Agreement dated as of April 14, 2008 by and between the
Company and S. Chittipeddi*10.15
    
    Employment Agreement, dated as of August 24, 2007, by and
between the Company and Karen Roscher (incorporated by
reference to Exhibit 10-k-12 of the Companys Annual Report
on Form 10-K for the year ended September 28, 2007)*10.15.1
    
    Amendment dated as of May 29, 2008 to Employment Agreement
dated as of August 24, 2007 by and between the Company and
Karen Roscher (incorporated by reference to Exhibit 99.1 of
the Companys Current Report on Form 8-K filed on June 2,
2008)*10.15.2
    
    Separation Agreement and Release dated as of December 18,
2008 between the Company and Karen L. Roscher (incorporated
by reference to Exhibit 99.1 of the Companys Current Report
on Form 8-K filed on December 30, 2008)*10.16
    
    Employment Agreement, dated as of February 18, 2008, by and
between the Company and Mark Peterson (incorporated by
reference to Exhibit 10.5 of the Companys Quarterly Report
on Form 10-Q for the quarter ended March 28, 2008)*10.16.1
    
    Amendment dated as of May 29, 2008 to Employment Agreement
dated as of February 18, 2008 by and between the Company and
Mark Peterson (incorporated by reference to Exhibit 99.2 of
the Companys Current Report on Form 8-K filed on June 2,
2008)*10.16.2
    
    Amendment to Employment Agreement between the Company and
Mark Peterson, dated April 22, 2009 (incorporated by
reference to Exhibit 10.2 of the Companys Current Report on
Form 8-K filed on April 24, 2009)*10.16.3
    
    Amendment dated as of August 27, 2009 to Employment
Agreement dated February 18, 2008 by and between the Company
and Mark Peterson




---



##### 



Exhibits
    
    Description*10.17
    
    Employment Agreement, dated as of December 4, 2008, by and
between the Company and Dwight W. Decker (incorporated by
reference to Exhibit 10.1 of the Companys Current Report on
Form 8-K filed on December 9, 2008)10.18
    
    Distribution Agreement, dated as of June 25, 2003, by and
between the Company and Mindspeed Technologies, Inc.
(excluding schedules) (incorporated by reference to Exhibit
2.1 of the Companys Current Report on Form 8-K filed on
July 1, 2003)10.18.1
    
    Employee Matters Agreement, dated as of June 27, 2003 by and
between the Company and Mindspeed Technologies, Inc.
(excluding schedules) (incorporated by reference to Exhibit
2.2 of the Companys Current Report on Form 8-K filed on
July 1, 2003)10.18.2
    
    Tax Allocation Agreement, dated as of June 27, 2003, by and
between the Company and Mindspeed Technologies, Inc.
(excluding schedules) (incorporated by reference to Exhibit
2.3 of the Companys Current Report on Form 8-K filed on
July 1, 2003)**10.19
    
    Capacity & Reservation Deposit Agreement, dated as of March
20, 2000, by and between the Company and UMC Group (USA)
(incorporated by reference to Exhibit 10-k-1 of the
Companys Annual Report on Form 10-K for the year ended
September 30, 2002)10.19.1
    
    Amendment No. 1 to Capacity & Reservation Deposit Agreement,
dated as of March 24, 2000, by and between the Company and
UMC Group (USA) (incorporated by reference to Exhibit 10-k-2
of the Companys Annual Report on Form 10-K for the year
ended September 30, 2002)**10.19.2
    
    Amendment No. 2 to Capacity & Reservation Deposit Agreement,
dated as of August 1, 2000, by and between the Company and
UMC Group (USA) (incorporated by reference to Exhibit 10-k-3
of the Companys Annual Report on Form 10-K for the year
ended September 30, 2002)**10.19.3
    
    Amendment No. 3 to Capacity & Reservation Deposit Agreement,
dated as of May 17, 2001, by and between the Company and UMC
Group (USA) (incorporated by reference to Exhibit 10-k-4 of
the Companys Annual Report on Form 10-K for the year ended
September 30, 2002)**10.19.4
    
    Amendment No. 4 to Capacity & Reservation Deposit Agreement,
dated as of August 24, 2001, by and between the Company and
UMC Group (USA) (incorporated by reference to Exhibit 10-k-5
of the Companys Annual Report on Form 10-K for the year
ended September 30, 2002)**10.19.5
    
    Foundry Agreement, dated as of July 27, 2000, by and between
the Company and UMC Group (USA) (incorporated by reference
to Exhibit 10-k-6 of the Companys Annual Report on Form
10-K for the year ended September 30, 2002)*10.20
    
    Form of Indemnity Agreement between the Company and the
directors and certain executives of the Company
(incorporated by reference to Exhibit 10-q-1 of the
Companys Annual Report on Form 10-K for the year ended
September 30, 2004)*10.21
    
    Form of Indemnity Agreement (incorporated by reference to
Exhibit 10.1 of the Companys Current Report on Form 8-K
filed on February 24, 2009)*10.22
    
    Summary of Non-Employee Director Compensation and Benefits
(incorporated by reference to Exhibit 10.5 of the Companys
Quarterly Report on Form 10-Q for the quarter ended June 27,
2008)10.23
    
    Receivables Purchase Agreement, dated as of November 29,
2005, by and between Conexant USA, LLC and the Company
(incorporated by reference to Exhibit 99.1 of the Companys
Current Report on Form 8-K filed on December 1, 2005)10.23.1
    
    Credit and Security Agreement, dated as of November 29,
2005, by and between Conexant USA, LLC and Wachovia Bank,
N.A. (incorporated by reference to Exhibit 99.2 of the
Companys Current Report on Form 8-K filed on December 1,
2005)10.23.2
    
    Servicing Agreement, dated as of November 29, 2005, by and
between the Company and Conexant USA, LLC (incorporated by
reference to Exhibit 99.3 of the Companys Current Report on
Form 8-K filed on December 1, 2005)10.23.3
    
    Extension Letter Agreement, dated November 21, 2006, by and
among Wachovia Bank, N.A., the Company and Conexant USA, LLC
(incorporated by reference to Exhibit 10-r-4 of the
Companys Annual Report on Form 10-K for the year ended
September 29, 2006)




---



##### 



Exhibits
    
    Description10.23.4
    
    Extension Letter Agreement, dated October 11, 2007, by and
among Wachovia Bank, N.A., the Company and Conexant USA, LLC
(incorporated by reference to Exhibit 10-r-5 of the
Companys Annual Report on Form 10-K for the year ended
September 28, 2007)10.23.5
    
    Extension Letter Agreement, dated November 24, 2008, by and
among Wachovia Bank, N.A., the Company and Conexant USA, LLC
(incorporated by reference to Exhibit 10.24.1 of the
Companys Annual Report on Form 10-K for the year ended
October 3, 2008)10.24
    
    IP License Agreement, dated as of April 29, 2008, by and
between the Company and NXP B.V. (incorporated by reference
to Exhibit 10.4 of the Companys Quarterly Report on Form
10-Q for the quarter ended June 27, 2008)*10.25
    
    Employment Agreement, dated as of April 25, 2008, by and
between the Company and Jean Hu*10.25.1
    
    Amendment dated as of August 27, 2009 to Employment
Agreement dated as of April 25, 2008 by and between the
Company and Jean Hu+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)31.3
    
    Certification of Chief Executive Officer of Periodic Report
Pursuant to Rule 13a-15(e) or Rule 15d-15(e)31.4
    
    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.+
    
    Previously filed.




---



##### 



SIGNATURES
  CONEXANT SYSTEMS, INC.By:
    /s/  D. SCOTT MERCERD. Scott MercerChairman and Chief Executive Officer