UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Mindspeed Technologies, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
83088M102
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(CUSIP Number)
Conexant Systems, Inc.
4000 MacArthur Boulevard, West Tower
Newport Beach, CA 92660-3095
Attention: Dennis E. O'Reilly, Esq.
Senior Vice President, Chief
Legal Officer and Secretary
(949) 483-4600
with a copy to:
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
Attention: Peter R. Kolyer, Esq.
(212) 408-5100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 28, 2004
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
Page 1 of 12 Pages
SCHEDULE 13D
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CUSIP No. 83088M102 Page 2 of 12 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Conexant Systems, Inc. 25-1799439
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
----------------- ------- ---------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 30,000,000
SHARES ------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
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EACH
9 SOLE DISPOSITIVE POWER
REPORTING 30,000,000
PERSON ------- ---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 83088M102 SCHEDULE 13D Page 3 of 12 Pages
Item 1. Security and Issuer.
-------------------
This statement relates to the common stock, par value $0.01
per share (together with the associated preferred share purchase rights, the
"Common Stock"), of Mindspeed Technologies, Inc., a Delaware corporation (the
"Company"). The Company's principal executive office is located at 4000
MacArthur Boulevard, East Tower, Newport Beach, California 92660-3095.
Item 2. Identity and Background.
-----------------------
This statement is being filed by Conexant Systems, Inc., a
Delaware corporation ("Conexant"). Conexant is a leading provider of integrated
circuits and software for broadband communications solutions addressing
consumer, business enterprise and service provider markets. Conexant's principal
executive office is located at 100 Schulz Drive, Red Bank, New Jersey 07701. The
name, business address and present principal occupation or employment (including
the name and address of the corporation or organization in which such employment
is conducted) of each executive officer and director of Conexant is set forth in
Schedule A to this statement and is incorporated herein by reference in its
entirety. To Conexant's knowledge, all such persons are citizens of the United
States unless otherwise noted in Schedule A. During the last five years, neither
Conexant nor, to Conexant's knowledge, any of Conexant's executive officers or
directors has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining
CUSIP NO. 83088M102 SCHEDULE 13D Page 4 of 12 Pages
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On June 27, 2003, Conexant completed the spin-off to Conexant
shareholders of all outstanding shares of the Company, then a wholly-owned
subsidiary of Conexant (the "Spin-Off"). In connection with the Spin-Off, the
Company issued to Conexant a warrant (the "Initial Warrant") to purchase
30,000,000 shares of Common Stock (the "Initial Warrant Shares"). The Initial
Warrant entitles Conexant to purchase the Initial Warrant Shares at an exercise
price of $3.408 per share, subject to adjustments for anti-dilution purposes.
The Initial Warrant will become exercisable on June 27, 2004 and will remain
exercisable until June 27, 2013.
Item 4. Purpose of Transaction.
----------------------
Conexant acquired the Initial Warrant for investment purposes
in connection with the Spin-Off. It is Conexant's intent to liquidate the
portion of the Initial Warrant classified as current on its balance sheet in the
next twelve months.
Except for the foregoing, neither Conexant nor, to Conexant's
knowledge, any of Conexant's executive officers or directors has any present
plans or proposals which would relate to or result in any of the matters set
forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Based on the Company's Quarterly Report on Form 10-Q for the
quarterly period ended January 2, 2004, as of January 30, 2004 there were
98,303,041 shares of
CUSIP NO. 83088M102 SCHEDULE 13D Page 5 of 12 Pages
Common Stock issued and outstanding. On April 28, 2004, the date 60 days prior
to June 27, 2004, the earliest date on which the Initial Warrant may be
exercised, Conexant beneficially owned the Initial Warrant, which was
exercisable for the Initial Warrant Shares, and based on the number of shares of
Common Stock issued and outstanding as of January 30, 2004, Conexant therefore
beneficially owns approximately 23.4% of the outstanding Common Stock. Conexant
has the sole power to dispose of the Initial Warrant and would have the sole
power to vote or dispose of any Initial Warrant Shares acquired thereunder.
To Conexant's knowledge, set forth on Schedule B to this
statement, which is incorporated herein by reference in its entirety, is a table
showing the aggregate number and percentage ownership of shares of Common Stock
(including shares for which there is a right to acquire) for each executive
officer and director of Conexant, identifying the number of shares as to which
there is sole or shared power to vote or dispose.
Neither Conexant nor, to Conexant's knowledge, any of
Conexant's executive officers or directors has engaged in any transactions
involving shares of Common Stock during the 60 days prior to the date of this
statement.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
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Conexant holds the Initial Warrant. Conexant and the Company
also entered into a registration rights agreement pursuant to which the Company
registered under the Securities Act of 1933, as amended (the "Securities Act"),
the issuance of the Initial Warrant Shares upon exercise of the Initial Warrant,
as well as the resale of the Initial Warrant or the Initial Warrant Shares by
Conexant or any transferee of the Initial Warrant or the Initial Warrant Shares.
CUSIP NO. 83088M102 SCHEDULE 13D Page 6 of 12 Pages
In addition, prior to Spin-Off, the Company entered into a
senior secured revolving credit facility with Conexant, under which the Company
may borrow up to $50 million for its working capital and other general corporate
purposes. The Company may borrow under the credit facility only to restore its
cash balance to $25 million. In connection with the credit facility, on June 27,
2003 the Company issued to Conexant warrants (the "Credit Agreement Warrants")
to purchase up to 8,333,334 shares of Common Stock (the "Credit Agreement
Warrant Shares"). The number of shares that may be acquired under the Credit
Agreement Warrants, if any, will depend on the highest level of borrowings under
the credit facility, increasing on a pro rata basis up to a maximum of 8,333,334
shares of Common Stock if the level of borrowings under the credit facility
reaches $50 million. As of the date hereof the Company has not borrowed any
funds under the credit facility and Conexant may not exercise any of the Credit
Agreement Warrants. Conexant and the Company also entered into a registration
rights agreement pursuant to which the Company registered under the Securities
Act the issuance of the Credit Agreement Warrant Shares upon exercise of the
Credit Agreement Warrants, as well as the resale of the Credit Agreement
Warrants or the Credit Agreement Warrant Shares by Conexant or any transferee of
the Credit Agreement Warrants or the Credit Agreement Warrant Shares.
As set forth on Schedule B, each of Messrs. Beall, Cicerone,
Decker, Farrill, Iyer, Mercer, Stead, Blouin, Brewster, O'Reilly and Rhodes
holds options to purchase Common Stock under the Company's 2003 Stock Option
Plan, which were derived from options to purchase Conexant common stock in
connection with the Spin-Off. In addition, as set forth on Schedule B, each of
Messrs. Beall, Decker and Stead holds options to purchase Common Stock under the
Company's Directors Stock Plan.
CUSIP NO. 83088M102 SCHEDULE 13D Page 7 of 12 Pages
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1. Initial Warrant dated June 27, 2003 issued by the Company
to Conexant is incorporated by reference to Exhibit 4.5 to the
Company's Registration Statement on Form S-3 (Registration No.
333-109523).
Exhibit 2. Registration Rights Agreement dated as of June 27, 2003 by
and between the Company and Conexant is incorporated by
reference to Exhibit 4.6 to the Company's Registration
Statement on Form S-3 (Registration No. 333-109523).
Exhibit 3. Credit Agreement Warrant dated June 27, 2003 issued by the
Company to Conexant is incorporated by reference to Exhibit
4.5 to the Company's Registration Statement on Form S-3
(Registration No. 333-109525).
Exhibit 4. Registration Rights Agreement dated as of June 27, 2003 by
and between the Company and Conexant is incorporated by
reference to Exhibit 4.6 to the Company's Registration
Statement on Form S-3 (Registration No. 333-109525).
CUSIP NO. 83088M102 SCHEDULE 13D Page 8 of 12 Pages
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: May 10, 2004 CONEXANT SYSTEMS, INC.
By: /s/ DENNIS E. O'REILLY
-----------------------------
Dennis E. O'Reilly
Senior Vice President, Chief
Legal Officer and Secretary
CUSIP NO. 83088M102 SCHEDULE 13D Page 9 of 12 Pages
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF CONEXANT SYSTEMS, INC.
The following table sets forth the name, business address and
present principal occupation or employment of each executive officer and
director of Conexant. Except as otherwise indicated below, the business address
of each person set forth on this Schedule A is: c/o Conexant Systems, Inc., 4000
MacArthur Boulevard, West Tower, Newport Beach, CA 92660-3095.
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NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
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Donald R. Beall Retired
(Director)
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Steven J. Bilodeau President and Chief Executive Officer
(Director) Standard Microsystems, Inc.
80 Arkay Drive
Hauppauge, New York 11788
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Ralph J. Cicerone Chancellor and Daniel G. Aldrich Professor of Earth
(Director) Sciences
University of California, Irvine
274 Rowland Hall
University of California
Irvine, CA 92717-3100
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Dipanjan Deb Partner
(Director) Francisco Partners
2882 Sand Hill Road, Suite 280
Menlo Park, CA 94025
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Dwight W. Decker Non-executive Chairman of the Board of Conexant
(Director)
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F. Craig Farrill Managing Director and Chief Technology Officer
(Director) inOvate Communications Group
2010 Crow Canyon Place, Suite 270
San Ramon, CA 94583
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Armando Geday Chief Executive Officer
(Director) Conexant Systems, Inc.
100 Schulz Drive
Red Bank, New Jersey 07701
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CUSIP NO. 83088M102 SCHEDULE 13D Page 10 of 12 Pages
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Balakrishnan S. Iyer Retired
(Director)
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John W. Marren Partner
(Director) Texas Pacific Group
301 Commerce St., Ste. 3300
Fort Worth, TX 76102
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D. Scott Mercer Senior Vice President and Advisor to Chief Executive
(Director) Officer
Western Digital Corporation
20511 Lake Forest Drive
Lake Forest, CA 92630
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Jerre L. Stead Retired
(Director)
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Giuseppe P. Zocco* General Partner
(Director) Index Ventures
2, rue de Jargonnant
1207 Geneva, Switzerland
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J. Scott Blouin Senior Vice President and Chief Accounting Officer
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Lewis C. Brewster Executive Vice President, Sales, Operations and Quality
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Robert McMullan Senior Vice President and Chief Financial Officer
Conexant Systems, Inc.
100 Schulz Drive
Red Bank, New Jersey 07701
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Dennis E. O'Reilly Senior Vice President, Chief Legal Officer and Secretary
-------------------- ---------------------------------------------------------
C. Michael Powell Senior Vice President and Chief Operating Officer
Conexant Systems, Inc.
100 Schulz Drive
Red Bank, New Jersey 07701
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F. Matthew Rhodes President
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* Giuseppe P. Zocco is an Italian citizen.
CUSIP NO. 83088M102 SCHEDULE 13D Page 11 of 12 Pages
SCHEDULE B
BENEFICIAL OWNERSHIP OF MINDSPEED TECHNOLOGIES, INC. COMMON STOCK BY
EXECUTIVE OFFICERS AND DIRECTORS OF CONEXANT SYSTEMS, INC.
The following table sets forth the aggregate number and
percentage ownership of shares of Mindspeed Technologies, Inc. Common Stock
(including shares for which there is a right to acquire) beneficially owned by
each executive officer and director of Conexant as of May 7, 2004. Each
individual has sole voting and investment power with respect to the shares set
forth below.
-------------------- ---------------------------------- --------------------
NAME SHARE OF COMMON STOCK PERCENT OF CLASS (1)
-------------------- ---------------------------------- --------------------
Donald R. Beall 715,513 (2) (3) (4) 0.7%
-------------------- ---------------------------------- --------------------
Steven J. Bilodeau -- --
-------------------- ---------------------------------- --------------------
Ralph J. Cicerone 8,938 (3) *
-------------------- ---------------------------------- --------------------
Dipanjan Deb -- --
-------------------- ---------------------------------- --------------------
Dwight W. Decker 1,478,908 (2) (3) (4) 1.5%
-------------------- ---------------------------------- --------------------
F. Craig Farrill 56,014 (3) *
-------------------- ---------------------------------- --------------------
Armando Geday -- --
-------------------- ---------------------------------- --------------------
Balakrishnan S. Iyer 167,099 (2) (3) 0.2%
-------------------- ---------------------------------- --------------------
John W. Marren -- --
-------------------- ---------------------------------- --------------------
D. Scott Mercer 3,575 (3) *
-------------------- ---------------------------------- --------------------
Jerre L. Stead 69,126 (3) (4) *
-------------------- ---------------------------------- --------------------
Giuseppe P. Zocco -- --
-------------------- ---------------------------------- --------------------
J. Scott Blouin 71,493 (3) *
-------------------- ---------------------------------- --------------------
Lewis C. Brewster 277,491 (2) (3) 0.3%
-------------------- ---------------------------------- --------------------
Robert McMullan -- --
-------------------- ---------------------------------- --------------------
Dennis E. O'Reilly 48,253 (2) (3) *
-------------------- ---------------------------------- --------------------
C. Michael Powell 1,666 *
-------------------- ---------------------------------- --------------------
F. Matthew Rhodes 144,580 (2) (3) 0.1%
-------------------- ---------------------------------- --------------------
* Less than 0.1%
CUSIP NO. 83088M102 SCHEDULE 13D Page 12 of 12 Pages
(1) For purposes of computing the percentage of outstanding shares
beneficially owned by each person, shares of which such person has a right
to acquire beneficial ownership within 60 days have been included in both
the number of shares owned by that person and the number of shares
outstanding, in accordance with Rule 13d-3(d)(1) under the Securities
Exchange Act.
(2) Includes shares held under the savings plans of Conexant and Rockwell
Automation, Inc. Does not include the following: 1,357, 53, 38, 11 and 66
share equivalents for Messrs. Decker, Iyer, Brewster, O'Reilly and Rhodes,
respectively, held under Conexant's and Rockwell's supplemental savings
plans. Awards under the supplemental savings plans are paid in cash.
(3) Includes shares that may be acquired upon the exercise of outstanding
stock options under the Mindspeed Technologies, Inc. 2003 Stock Option
Plan within 60 days as follows: 266,902; 8,938; 1,399,345; 53,630;
159,283; 3,575; 46,480; 71,493; 270,667; 17,878; and 137,476 for Messrs.
Beall, Cicerone, Decker, Farill, Iyer, Mercer, Stead, Blouin, Brewster,
O'Reilly and Rhodes, respectively. Does not include shares subject to
outstanding stock options under the 2003 Stock Option Plan that are not
exercisable within 60 days as follows: 32,176; 12,513; 201,119; 32,176;
75,979; 10,725; 32,176; 87,142; 64,802; 35,754; and 67,037 for Messrs.
Beall, Cicerone, Decker, Farill, Iyer, Mercer, Stead, Blouin, Brewster,
O'Reilly and Rhodes, respectively.
(4) Includes 10,000 shares for each of Messrs. Beall, Decker and Stead that
may be acquired upon the exercise of outstanding stock options under the
Mindspeed Technologies, Inc. Directors Stock Plan within 60 days. Does not
include 50,000 shares for each of Messrs. Beall, Decker and Stead subject
to outstanding stock options under the Directors Stock Plan that are not
exercisable within 60 days.