UNITED STATES ~~SECURITIES~~ ~~AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant~~ ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~Earliest~~the ~~Event Reported): August 26, 2011~~

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 27, 2011

CONEXANT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-24923	25-1799439
(State or other jurisdiction	(Commission File Number)	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)		Identification No.)
4000 MacArthur Blvd., Newport Beach, California		92660
(Address of principal executive offices)		(Zip Code)

4000 MacArthur Blvd., Newport Beach, California		92660
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 483-4600

Not Applicable ~~(Former~~ ~~name or former address, if changed since last report)~~

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 ~~Compensatory~~Appointment ~~Arrangements~~ of Certain Officers.

~~2011~~Appointment ~~Incentive~~of ~~Compensation~~Chief ~~Plan~~ Financial Officer

OnEffective ~~August~~September 2627, 2011, the Board of Directors ~~(the “Holdings Board”)~~ of Conexant ~~Holdings~~Systems, Inc. (the “~~Holdings~~Company”), ~~the~~appointed ~~direct~~Carl ~~parent~~Mills ofas ~~the~~its ~~Company,~~Chief ~~approved~~Financial ~~the~~Officer ~~Conexant~~and ~~Holdings,~~Assistant ~~Inc~~Secretary. ~~2011~~In ~~Incentive~~connection ~~Compensation~~with ~~Plan~~Mr. Mill’s (employment with the ~~“2011~~Company, ~~Plan”).~~he ~~The~~is ~~purpose~~entitled to receive a base salary of $220,000 per year and will participate in the ~~2011~~Company’s ~~Plan~~bonus isplan tobeginning ~~enable~~in ~~Holdings~~fiscal toyear ~~offer~~2012, which commences in October 2011. Mr. Mills will also be eligible ~~persons~~for ~~stock~~reimbursement for certain expenses, including a one-~~based~~time ~~incentive~~bonus ~~awards~~of in$10,000 ~~order~~to cover relocation expenses, up to ~~attract~~$15,000 ~~retain~~for the reimbursement of airfare to commute to the Company’s principal offices, and ~~reward~~up ~~such~~to $2,000 per ~~individuals~~month ~~and~~as ~~strengthen~~a rental allowance. Mr. Mills will also be eligible to participate in the ~~mutuality~~Company’s ofbenefits ~~interests~~plans ~~between~~on ~~such~~terms ~~individuals~~that ~~and~~are generally available to the ~~stockholders of~~Company’s ~~Holdings~~other executive officers.

~~The~~In ~~2011~~addition, ~~Plan~~Mr. Mills ~~authorizes~~will ~~Holdings~~be eligible to ~~issue~~participate ~~non-qualified~~in ~~stock~~the ~~options~~2011 toIncentive ~~eligible~~Compensation ~~employees, non-employee~~Plan ~~directors~~(the ~~and~~“Plan”) ~~consultants~~ of Conexant Holdings, ~~and~~Inc., ~~its~~which ~~affiliates~~is ~~(including~~the parent of the Company (“Parent”). ~~Pursuant~~ toMr. Mills ~~the~~will ~~2011~~initially ~~Plan,~~be ~~Holdings~~granted ~~may~~a ~~issue~~non-qualified ~~options~~stock tooption ~~purchase~~under upthe Plan to ~~twenty-five~~purchase ~~million (25~~500,000~~,000)~~ shares of ~~Holdings’~~ Class A Common Stock, $0of Parent.01 ~~par~~The ~~value~~stock ~~per~~option ~~share~~will ~~(the “Common~~be ~~Stock”),~~granted ~~subject~~pursuant to ~~adjustment~~Parent’s asstandard ~~described~~form ~~therein~~of Stock Option Agreement.

~~The~~Mr. Mills, 57, has been a financial executive in technology businesses in Silicon Valley for over fifteen years, working with emerging growth companies, both publicly held and venture capital backed. During 2011, ~~Plan~~Mr. Mills ~~will~~served beas ~~administered~~Chief byFinancial ~~the~~Officer ~~Holdings~~at ~~Board~~SiPort, orInc., a ~~committee~~fabless semiconductor ~~established~~company bywhich ~~the Holdings~~was ~~Board~~sold ~~(the~~to ~~“Committee”)~~Intel Corporation. ~~The~~During ~~Committee~~2010, ~~shall~~Mr. ~~have~~Mills ~~the~~served ~~authority,~~as ~~among~~Chief ~~other~~Financial ~~things~~Officer of UPEK, Inc., a fabless semiconductor company which was subsequently sold to ~~(i) select~~ ~~the~~AuthenTec. ~~individuals~~From 2009 to ~~whom~~2010, ~~options~~Mr. Mills ~~may~~was bea consulting ~~granted~~Chief Financial Officer at Teknovus, ~~(ii)~~Inc., a supplier of EPON semiconductor devices which was sold to Broadcom. Prior to Teknovus, Mr. ~~determine~~Mills ~~the~~was ~~number~~Vice President of ~~shares~~Finance, Chief Financial Officer and Secretary of QuickLogic ~~Common~~Corporation, ~~Stock~~a NASDAQ listed company, from 2002 to be2008. ~~covered~~QuickLogic bydevelops ~~each~~and ~~option~~markets ~~granted~~low power customizable semiconductor solutions for Tablets, ~~(iii) determine~~Smartbooks, ~~the~~Netbooks, ~~terms~~Cloudbooks, Smartphones, DataCards and ~~conditions~~Mobile ofEnterprise ~~any~~products. Prior to ~~option~~QuickLogic, ~~granted~~Mr. Mills ~~(including~~was ~~the~~Chief ~~exercise~~Financial orOfficer ~~purchase~~at ~~price~~AltoWeb, ~~any~~Inc., ~~vesting~~a ~~schedule~~venture-backed orsoftware ~~acceleration,~~company ~~or any~~providing ~~forfeiture~~a ~~restrictions)~~platform for delivering J2EE applications, ~~(iv) determine~~from ~~whether~~2000 ~~and~~to ~~under~~2002. ~~what~~Prior ~~circumstances~~to anAltoWeb, ~~option~~Mr. Mills ~~may~~held beseveral positions, most ~~settled~~recently inVice ~~cash~~President of Finance and~~/or~~ ~~Common~~Chief ~~Stock~~Financial Officer, ~~and~~at ~~(v) determine~~WaferScale ~~whether~~Integration, ~~and~~a ~~under~~venture-backed ~~what~~producer ~~circumstances~~of ~~to modify~~peripheral integrated circuits, ~~extend~~which orwas ~~renew~~acquired ~~any~~by ~~option~~STMicroelectronics ~~granted~~in 2000. Mr. Mills has a B.S. and an M.B.A. in Finance from Santa Clara University.

~~Each~~There ~~option~~are ~~award~~no ~~granted~~family ~~under~~relationships ~~the~~between ~~2011 Plan will be subject to a written agreement executed by Holdings and the recipient, and will be further subject to the final approval of the Committee~~Mr. ~~The 2011 Plan shall terminate on August~~ ~~26,~~Mills ~~2021,~~and ~~which~~any ~~is the tenth anniversary~~ of the ~~effective~~Company’s ~~date,~~officers ~~and~~or ~~no additional options may be granted under the 2011 Plan following that date~~directors.

The foregoing description of the 2011 Plan does not purport to be complete and is qualified in its entirety by reference to the 2011 Plan, a copy of which is attached as Exhibit 10.1 to this Current Report. In addition, the form of Stock Option Agreement that will be used to make option grants under the 2011 Plan is attached as Exhibit 10.2 to this Current Report and is incorporated herein by this reference.

Grant of Options Under the 2011 Plan

On August 26, 2011, the Holdings Board and the Board of Directors of the Company each approved the grant of non-qualified stock options under the 2011 Plan to Sailesh Chittipeddi, the Company’s President and Chief Executive Officer. The stock options that were granted include (i) an option to purchase 745,614 shares at an exercise price of $0.05 per share, (ii) an option to purchase 828,460 shares at an exercise price of $2.77 per share, and (iii) an option to purchase 925,926 shares at an exercise price of $6.14 per share. Each of the stock options shall vest as to twenty-percent (20%) of the shares covered by the option on each of the first, second, third, fourth and fifth anniversaries of the date of grant. Each of the stock options were granted pursuant to the Company’s standard form of Stock Option Agreement (attached as Exhibit 10.3 to this Current Report).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Conexant Holdings, Inc. 2011 Incentive Compensation Plan
10.2		Form of Stock Option Agreement (2011 Incentive Compensation Plan)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned, hereunto duly authorized.

	~~CONEXANT SYSTEMS, INC.~~			CONEXANT SYSTEMS, INC.
Dated: August 31, 2011	By:	/s/ Sailesh Chittipeddi
Dated: October 3, 2011			By:	/s/ Sailesh Chittipeddi
		Sailesh Chittipeddi
				Sailesh Chittipeddi President and Chief Executive Officer
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		Conexant Holdings, Inc. 2011 Incentive Compensation Plan
10.2		Form of Stock Option Agreement (2011 Incentive Compensation Plan)

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