Form 8-K

UNITED STATES
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 of Report (Date of Earliest Event Reported): March 26, 2007

Conexant Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware 000-24923 25-1799439



(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

4000 MacArthur Boulevard,
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

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 26, 2007, Conexant Systems, Inc. (the “Company”) announced that Dwight W. Decker, its chairman and chief executive officer, plans to retire as the Company’s chief executive officer in the fall of 2007 and is expected to continue as non-executive chairman of the board. A copy of the Company’s press release dated March 26, 2007 is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.
 
99.1      Press release of the Company dated March 26, 2007.



SIGNATURES

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

CONEXANT SYSTEMS, INC.


By: /s/ Dennis E. O'Reilly
 
Name:
Title:
Dennis E. O'Reilly
Senior Vice President, Chief Legal Officer
and Secretary

Date: March 27, 2007



EXHIBIT INDEX

Exhibit
Number
Description  

99.1

Press release of the Company dated March 26, 2007.