Unanimous Written Consent - CONEXANT SYSTEMS INC - 12-6-1999

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Unanimous Written Consent - CONEXANT SYSTEMS INC - 12-6-1999 Powered By Docstoc
					EXHIBIT 10-C-6 CONEXANT SYSTEMS, INC. UNANIMOUS WRITTEN CONSENT OF BOARD OF DIRECTORS The undersigned, being all the members of the Board of Directors of Conexant Systems, Inc., a Delaware corporation (the "Company"), do hereby consent in writing, pursuant to Section 141(f) of the Delaware General Corporation Law and the Company's By-Laws, to the taking of the action embodied in the following resolutions, effective as of July 2, 1999 and do further hereby direct the Secretary of the Company to file this Consent with the minutes of the proceedings of the Board of Directors: ACCELERATION OF RESTRICTED STOCK GRANTS WHEREAS, this Board of Directors at a special meeting held on June 30, 1999 reviewed the performance of the Company for fiscal year 1999 to date and concurred that based on such performance, it is in the best interests of the Company and its shareowners to accelerate the earning of all shares of restricted stock of the Company issued to employees or new hires under the Company's 1999 Long-Term Incentives Plan (the "Plan") pursuant to the Company's Horizons, ICP, Key Contributor, and MBO programs for fiscal year 1999, subject to the satisfaction of certain conditions set forth below; and WHEREAS, the directors acknowledge that D.W. Decker has a financial interest in the actions effected by this Consent as to certain shares of restricted stock granted to him under the Plan and that Mr. Decker is executing this Consent insofar as it pertains to his shares of restricted stock only because Section 141(f) of the Delaware General Corporation Law and the Company's By-Laws require that action by written consent be taken by all directors of the Company; NOW, THEREFORE, BE IT RESOLVED, that in accordance with Section 7 of the Plan, each outstanding award of restricted stock granted to employees of the Company under the Plan pursuant to the Company's Horizons, ICP, Key Contributor, and MBO programs for fiscal 1999 (and expressly excluding awards of restricted stock outside of such programs, such as special awards for purposes of employee retention and other special awards outside of such programs) be, and it hereby is, amended such that the Restricted Shares (as defined in the award agreement relating thereto) shall be deemed to have been earned on the earlier of (a) October 1, 1999; (b) such employee's death or Disability; or (c) a Change of Control (as such capitalized terms are defined in the Plan); provided, however, that the forfeiture provisions of each such award agreement will continue to apply; and, provided, further, that as determined by this Board of Directors or by the committee of this Board, established pursuant to the next following resolution, the following objectives shall have been met for the third and fourth fiscal quarters: (i) the Company shall have maintained its key customer relations; and

(ii) during each of the three month periods ended July 2, 1999 and October 1, 1999, the Company's revenues shall have equaled or exceeded revenues in each of the preceding three-month periods; and further (iii) during each of the three month periods ended July 2, 1999 and October 1, 1999, the Company's profitability shall have exceeded the profitability in each of the preceding three month periods; RESOLVED, that pursuant to Article IV, Section 1 of the Company's By-Laws and Section 141 of the Delaware General Corporation Law, D.W. Decker and D.R. Beall be, and they hereby are, appointed as a committee of the Board of Directors (the "Committee") with full authority and power, pursuant to the Plan, to determine on or before October 1, 1999 whether the conditions set forth in the second proviso of the immediately preceding resolution have been substantially satisfied for purposes of the effectiveness of the

(ii) during each of the three month periods ended July 2, 1999 and October 1, 1999, the Company's revenues shall have equaled or exceeded revenues in each of the preceding three-month periods; and further (iii) during each of the three month periods ended July 2, 1999 and October 1, 1999, the Company's profitability shall have exceeded the profitability in each of the preceding three month periods; RESOLVED, that pursuant to Article IV, Section 1 of the Company's By-Laws and Section 141 of the Delaware General Corporation Law, D.W. Decker and D.R. Beall be, and they hereby are, appointed as a committee of the Board of Directors (the "Committee") with full authority and power, pursuant to the Plan, to determine on or before October 1, 1999 whether the conditions set forth in the second proviso of the immediately preceding resolution have been substantially satisfied for purposes of the effectiveness of the amendment of outstanding awards of Restricted Shares set forth therein; provided, however, that the Committee shall report such determination made pursuant to this resolution to the Board of Directors at its first meeting following such determination, and further RESOLVED, that the officers and the Assistant Secretaries of the Company be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to take or cause to be taken such other actions as any of them may deem appropriate to carry out the purpose and intent of the foregoing resolutions. This Unanimous Written Consent may be executed in several counterparts with the same effect as if the signatures were shown on one document.
Dated: July 2, 1999

/s/ D. R. BEALL ----------------------------------D. R. Beall

/s/ R. M. BRESSLER ----------------------------------R. M. Bressler

/s/ F. C. FARRILL ----------------------------------F. C. Farrill

/s/ J. L. STEAD ----------------------------------J. L. Stead

/s/ D. W. DECKER ----------------------------------D. W. Decker

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EXHIBIT 10-c-7 SEPTEMBER 8, 1999 ACCELERATION OF VESTING OF RESTRICTED STOCK -- REPURCHASE OF RESTRICTED SHARES AND LOANS TO OFFICERS D. Decker updated the Board on the acceleration of the vesting of certain of the Company's restricted common stock and noted that the restriction would lapse during a period of time in which company officers and certain other "insiders" were precluded from selling any shares on the public market. After discussion and upon motion duly made and seconded, it was approved unanimously: WHEREAS, this Board of Directors adopted resolutions effective July 2, 1999 (the "July 2 Resolutions") providing for the acceleration of the earning of all shares of restricted Common Stock of the Company issued to employees or new hires under the Company's 1999 Long-Term Incentives Plan pursuant to the Company's

EXHIBIT 10-c-7 SEPTEMBER 8, 1999 ACCELERATION OF VESTING OF RESTRICTED STOCK -- REPURCHASE OF RESTRICTED SHARES AND LOANS TO OFFICERS D. Decker updated the Board on the acceleration of the vesting of certain of the Company's restricted common stock and noted that the restriction would lapse during a period of time in which company officers and certain other "insiders" were precluded from selling any shares on the public market. After discussion and upon motion duly made and seconded, it was approved unanimously: WHEREAS, this Board of Directors adopted resolutions effective July 2, 1999 (the "July 2 Resolutions") providing for the acceleration of the earning of all shares of restricted Common Stock of the Company issued to employees or new hires under the Company's 1999 Long-Term Incentives Plan pursuant to the Company's Horizons, ICP, Key Contributor and MBO programs for fiscal year 1999 (the "Restricted Shares") whereby the Restricted Shares will be earned on October 1, 1999 upon the satisfaction of the conditions set forth in the July 2 Resolutions, as determined by this Board of Directors or by the committee of this Board established pursuant to the July 2 Resolutions (the "Acceleration"); and WHEREAS, the holders of the Restricted Shares will be subject to withholding tax with respect to such Restricted Shares upon such Restricted Shares being earned; and WHEREAS, in order to facilitate the payment of such withholding taxes by certain executive officers and employees of the Company (who are set forth on Exhibit A attached hereto) who are subject to certain restrictions on their ability to resell shares of Common Stock of the Company ("Insiders"), including the Restricted Shares, the Company desires (i) to purchase from each such Insider up to that number of Restricted Shares which shall yield proceeds to such Insider sufficient to pay taxes required to be withheld by law with respect to such Restricted Shares when such Restricted Shares are earned, at a price per share equal to the average of the daily sale prices of the Company's Common Stock over a five-day period to be determined by Credit Suisse First Boston Corporation and (ii) to make a loan to each such Insider who does not sell such Restricted Shares to the Company or otherwise tender funds sufficient to pay the withholding tax with respect to such Insider's Restricted Shares, which loan shall be in the principal amount required to yield proceeds to such Insider sufficient to pay taxes required to be withheld by law with respect to such Restricted Shares when such Restricted Shares are earned and shall be secured by all such Insider's Restricted Shares; and

WHEREAS, this Board of Directors acknowledges that such repurchases of Restricted Shares by the Company will not impair the capital of the Company; and WHEREAS, in the judgment of this Board of Directors, such loans to the Insiders may reasonably be expected to benefit the Company; and WHEREAS, the directors acknowledge that D.W. Decker has a financial interest in the actions effected by this Consent as to certain Restricted Shares granted to him and that Mr. Decker is executing this Consent insofar as it pertains to his Restricted Shares only because Section 141(f) of the Delaware General Corporation Law and the Company's By-Laws require that action by written consent be taken by all directors of the Company; NOW, THEREFORE, BE IT RESOLVED, that in connection with the Acceleration, the Company be, and it hereby is, authorized and empowered to repurchase from each Insider up to that number of Restricted Shares which shall yield proceeds to such Insider sufficient to pay taxes required to be withheld by law with respect to such Restricted Shares when such Restricted Shares are earned, at a price per share equal to the average of the daily sale prices of the Company's Common Stock over a five-day period to be determined by Credit Suisse First Boston Corporation; the consideration to be paid by the Company for such Restricted Shares to be paid from the surplus of the Company; and further RESOLVED, that shares of the Company's Common Stock acquired by the Company pursuant to the

WHEREAS, this Board of Directors acknowledges that such repurchases of Restricted Shares by the Company will not impair the capital of the Company; and WHEREAS, in the judgment of this Board of Directors, such loans to the Insiders may reasonably be expected to benefit the Company; and WHEREAS, the directors acknowledge that D.W. Decker has a financial interest in the actions effected by this Consent as to certain Restricted Shares granted to him and that Mr. Decker is executing this Consent insofar as it pertains to his Restricted Shares only because Section 141(f) of the Delaware General Corporation Law and the Company's By-Laws require that action by written consent be taken by all directors of the Company; NOW, THEREFORE, BE IT RESOLVED, that in connection with the Acceleration, the Company be, and it hereby is, authorized and empowered to repurchase from each Insider up to that number of Restricted Shares which shall yield proceeds to such Insider sufficient to pay taxes required to be withheld by law with respect to such Restricted Shares when such Restricted Shares are earned, at a price per share equal to the average of the daily sale prices of the Company's Common Stock over a five-day period to be determined by Credit Suisse First Boston Corporation; the consideration to be paid by the Company for such Restricted Shares to be paid from the surplus of the Company; and further RESOLVED, that shares of the Company's Common Stock acquired by the Company pursuant to the immediately preceding resolution be held in the Treasury of the Company; and further RESOLVED, that in connection with the Acceleration and in accordance with Article VI, Section 2 of the Company's By-Laws and Section 143 of the Delaware General Corporation Law, the Company be, and it hereby is, authorized and empowered to make a loan to each Insider who does not sell Restricted Shares to the Company or otherwise tender funds sufficient to pay the withholding tax with respect to such Insider's Restricted Shares, which loan shall (i) be in the principal amount required to yield proceeds to such Insider sufficient to pay taxes required to be withheld by law with respect to such Restricted Shares when such Restricted Shares are earned, (ii) be secured by all such Insider's Restricted Shares, (iii) bear interest at a rate per annum not less than the then applicable Short-Term Applicable Federal Rate under Section 1274(d) of the Internal Revenue Code on the date of the loan and (iv) be due and payable not later than the earliest to occur of (A) any sale of such Insider's Restricted Shares, (B) 10 days following the termination of such Insider's employment with the Company for any reason and (C) October 1, 2000; and further 2

RESOLVED, that each of (i) the form of promissory note (the "Note") attached hereto as Exhibit B to be executed by each Insider receiving the loan referred to in the preceding resolution and (ii) the form of pledge agreement (the "Pledge Agreement") attached hereto as Exhibit C to be executed by each Insider receiving the loan referred to in the preceding resolution and securing such Insider's Restricted Shares, be, and each of them hereby is, approved and adopted and that the officers of the Company be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to accept Notes and Pledge Agreements executed by such Insiders in substantially such forms, with such omissions or insertions therein as may be approved by the officer accepting the same, such officer's acceptance thereof to be conclusive evidence of such approval; and further RESOLVED, that the officers and the Assistant Secretaries of the Company be, and each of them hereby is, authorized, in the name and on behalf of the Company, to take or cause to be taken such other actions and to execute and deliver, or cause to be executed and delivered, such instruments, certificates and other documents as any of them may deem appropriate to carry out the purpose and intent of the foregoing resolutions. 3

EXHIBIT 10-c-8

RESOLVED, that each of (i) the form of promissory note (the "Note") attached hereto as Exhibit B to be executed by each Insider receiving the loan referred to in the preceding resolution and (ii) the form of pledge agreement (the "Pledge Agreement") attached hereto as Exhibit C to be executed by each Insider receiving the loan referred to in the preceding resolution and securing such Insider's Restricted Shares, be, and each of them hereby is, approved and adopted and that the officers of the Company be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to accept Notes and Pledge Agreements executed by such Insiders in substantially such forms, with such omissions or insertions therein as may be approved by the officer accepting the same, such officer's acceptance thereof to be conclusive evidence of such approval; and further RESOLVED, that the officers and the Assistant Secretaries of the Company be, and each of them hereby is, authorized, in the name and on behalf of the Company, to take or cause to be taken such other actions and to execute and deliver, or cause to be executed and delivered, such instruments, certificates and other documents as any of them may deem appropriate to carry out the purpose and intent of the foregoing resolutions. 3

EXHIBIT 10-c-8 CONEXANT SYSTEMS, INC. UNANIMOUS WRITTEN CONSENT OF SPECIAL COMMITTEE OF BOARD OF DIRECTORS The undersigned, being all of the members of the Special Committee of the Board of Directors of Conexant Systems, Inc., a Delaware Corporation (the "Company"), appointed by action of the Board of Directors taken on July 2, 1999, do hereby consent in writing, pursuant to Section 141(f) of the Delaware General Corporation Law and the Company's By-Laws, to the taking of action embodied in the following resolutions, effective as of September 22, 1999 and do further hereby direct the Secretary of the Company to file this Consent with the minutes of the proceedings of the Board of Directors: WHEREAS, the Board of Directors by unanimous written consent dated July 2, 1999 (the "July 2 Consent") in accordance with Section 7 of the Company's 1999 Long-Term Incentives Plan (the "Plan") accelerated the earning of all shares of restricted stock of the Company issued to employees or new hires under the Plan pursuant to the Company's Horizons, ICP, Key Contributor and MBO programs for fiscal year 1999 (and expressly excluding awards of restricted stock outside of such programs, such as special awards for purposes of employee retention and other special awards outside of such programs) (the "Restricted Shares"), subject to the satisfaction of certain objectives set forth in the July 2 Consent; WHEREAS, the Board of Directors pursuant to the July 2 Consent appointed this Special Committee to determine whether such objectives shall have been met for the third and fourth fiscal quarters of 1999 and to report such determination to the Board of Directors at its first meeting following such determination; and WHEREAS, this Special Committee has been provided with an internal memo from D. W. Decker, Chairman and Chief Executive Officer; and a second internal memo from L. Brewster, Senior Vice President of Worldwide Sales detailing the rationale for successful completion of the three conditions set forth in the July 2 Consent;

NOW, THEREFORE, BE IT RESOLVED, that this Special Committee hereby determines that the following conditions set forth in the July 2 Consent have been substantially satisfied for purposes of the effectiveness of the amendment of outstanding awards of Restricted Shares in accordance with the Plan for the third and fourth fiscal quarters of 1999:

EXHIBIT 10-c-8 CONEXANT SYSTEMS, INC. UNANIMOUS WRITTEN CONSENT OF SPECIAL COMMITTEE OF BOARD OF DIRECTORS The undersigned, being all of the members of the Special Committee of the Board of Directors of Conexant Systems, Inc., a Delaware Corporation (the "Company"), appointed by action of the Board of Directors taken on July 2, 1999, do hereby consent in writing, pursuant to Section 141(f) of the Delaware General Corporation Law and the Company's By-Laws, to the taking of action embodied in the following resolutions, effective as of September 22, 1999 and do further hereby direct the Secretary of the Company to file this Consent with the minutes of the proceedings of the Board of Directors: WHEREAS, the Board of Directors by unanimous written consent dated July 2, 1999 (the "July 2 Consent") in accordance with Section 7 of the Company's 1999 Long-Term Incentives Plan (the "Plan") accelerated the earning of all shares of restricted stock of the Company issued to employees or new hires under the Plan pursuant to the Company's Horizons, ICP, Key Contributor and MBO programs for fiscal year 1999 (and expressly excluding awards of restricted stock outside of such programs, such as special awards for purposes of employee retention and other special awards outside of such programs) (the "Restricted Shares"), subject to the satisfaction of certain objectives set forth in the July 2 Consent; WHEREAS, the Board of Directors pursuant to the July 2 Consent appointed this Special Committee to determine whether such objectives shall have been met for the third and fourth fiscal quarters of 1999 and to report such determination to the Board of Directors at its first meeting following such determination; and WHEREAS, this Special Committee has been provided with an internal memo from D. W. Decker, Chairman and Chief Executive Officer; and a second internal memo from L. Brewster, Senior Vice President of Worldwide Sales detailing the rationale for successful completion of the three conditions set forth in the July 2 Consent;

NOW, THEREFORE, BE IT RESOLVED, that this Special Committee hereby determines that the following conditions set forth in the July 2 Consent have been substantially satisfied for purposes of the effectiveness of the amendment of outstanding awards of Restricted Shares in accordance with the Plan for the third and fourth fiscal quarters of 1999: (i) the Company has maintained its key customer relations; and (ii) during each of the three-month periods ending July 2, 1999 and October 1, 1999, the Company's revenues have equaled or exceeded revenues in each of the preceding three-month periods; and (iii) during each of the three-month periods ended July 2, 1999 and October 1, 1999, the Company's profitability has exceeded the profitability in each of the preceding three-month periods; and further RESOLVED, that this Special Committee shall report the determination set forth in the immediately preceding resolution to the Board of Directors at its next meeting; and further RESOLVED, that the officers and the Assistant Secretaries of the Company be, and each of them hereby is, authorized, in the name and on behalf of the Company, to take or cause to be taken such other actions as any of them may deem appropriate to carry out the purpose and intent of the foregoing resolutions. This Unanimous Written Consent may be executed in several counterparts with the same effect as if the signatures were shown on one document.

NOW, THEREFORE, BE IT RESOLVED, that this Special Committee hereby determines that the following conditions set forth in the July 2 Consent have been substantially satisfied for purposes of the effectiveness of the amendment of outstanding awards of Restricted Shares in accordance with the Plan for the third and fourth fiscal quarters of 1999: (i) the Company has maintained its key customer relations; and (ii) during each of the three-month periods ending July 2, 1999 and October 1, 1999, the Company's revenues have equaled or exceeded revenues in each of the preceding three-month periods; and (iii) during each of the three-month periods ended July 2, 1999 and October 1, 1999, the Company's profitability has exceeded the profitability in each of the preceding three-month periods; and further RESOLVED, that this Special Committee shall report the determination set forth in the immediately preceding resolution to the Board of Directors at its next meeting; and further RESOLVED, that the officers and the Assistant Secretaries of the Company be, and each of them hereby is, authorized, in the name and on behalf of the Company, to take or cause to be taken such other actions as any of them may deem appropriate to carry out the purpose and intent of the foregoing resolutions. This Unanimous Written Consent may be executed in several counterparts with the same effect as if the signatures were shown on one document.
Dated: September 22, 1999 /s/ D. R. BEALL -----------------------------D. R. Beall

/s/ D. W. DECKER -----------------------------D. W. Decker

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EXHIBIT 10-c-9 CONEXANT SYSTEMS, INC. UNANIMOUS WRITTEN CONSENT OF BOARD OF DIRECTORS The undersigned, being all the members of the Board of Directors of Conexant Systems, Inc., a Delaware corporation (the "Company"), do hereby consent in writing, pursuant to Section 141(f) of the Delaware General Corporation Law and the Company's By-Laws, to the taking of the action embodied in the following resolutions, effective as of Monday, September 13, 1999 and do further hereby direct the Secretary of the Company to file this Consent with the minutes of the proceedings of the Board of Directors: WHEREAS, on August 13, 1999 the Board of Directors appointed a Dividend Committee to monitor market conditions and to declare a stock dividend if deemed appropriate; WHEREAS, said Committee took no action and the Board of Directors now prefers to adopt resolutions pertaining to a stock dividend by Unanimous Written Consent; and WHEREAS, the Company has available a sufficient number of authorized but unissued shares of common stock

EXHIBIT 10-c-9 CONEXANT SYSTEMS, INC. UNANIMOUS WRITTEN CONSENT OF BOARD OF DIRECTORS The undersigned, being all the members of the Board of Directors of Conexant Systems, Inc., a Delaware corporation (the "Company"), do hereby consent in writing, pursuant to Section 141(f) of the Delaware General Corporation Law and the Company's By-Laws, to the taking of the action embodied in the following resolutions, effective as of Monday, September 13, 1999 and do further hereby direct the Secretary of the Company to file this Consent with the minutes of the proceedings of the Board of Directors: WHEREAS, on August 13, 1999 the Board of Directors appointed a Dividend Committee to monitor market conditions and to declare a stock dividend if deemed appropriate; WHEREAS, said Committee took no action and the Board of Directors now prefers to adopt resolutions pertaining to a stock dividend by Unanimous Written Consent; and WHEREAS, the Company has available a sufficient number of authorized but unissued shares of common stock and sufficient available funds to declare a dividend of one share per share on the common stock of this Company; THEREFORE, BE IT RESOLVED, that the Dividend Committee of the Board, appointed at its August 13, 1999, regularly scheduled meeting, is hereby dissolved; RESOLVED FURTHER, that a stock dividend (the "Stock Dividend") is hereby declared on the Common Stock of the Company at the rate of one additional share of Common Stock for each share of Common Stock issued and outstanding (or held in the treasury of the Company) payable to shareowners of record at the close of business on September 24, 1999 (the "Record Date") and to be distributed on October 29, 1999; RESOLVED FURTHER, that there be delivered with each share of Common Stock issued pursuant to the Stock Dividend with respect to any share of Common Stock issued and outstanding on the Record Date one Preferred Share Purchase Right (a "Right") upon the terms and conditions set forth in the Rights Agreement dated as of November 30, 1998 (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent; RESOLVED FURTHER, that for each share of Common Stock issued pursuant to the Stock Dividend, the surplus account of the Company (designated "Additional paid-in capital" on the books of the Company) shall be charged with, and the Common Stock account of the Company shall be credited with, $1.00 per share;

RESOLVED FURTHER, that ChaseMellon Shareholder Services, L.L.C., as Transfer Agent and Registrar for the Common Stock, be, and it hereby is, authorized and directed (i) as soon as practicable after the time the Stock Dividend shall have become payable, (a) to issue and record in its records, as such Transfer Agent and Registrar, in the name of each holder of Common Stock of record on the Record Date (including the Company as holder of record of treasury shares, if any), that number of shares of Common Stock equal to the number of shares of Common Stock held by such holder of record as of the close of business on the Record Date and (b) if any shares of Common Stock held by such holder of record are represented by a certificate or certificates, to sign as such Transfer Agent and Registrar a certificate or certificates for such number of additional shares of Common Stock and (ii) as soon as practicable after the Stock Dividend shall have been paid, to mail to each registered holder of Common Stock on the Record Date an account statement indicating the number of additional shares of Common Stock issued to such holder pursuant to the Stock Dividend and/or such additional certificate or certificates representing the number of additional shares of Common Stock issued to such holder pursuant to the Stock Dividend, addressed to such holder at such holder's address as it appears on its records;

RESOLVED FURTHER, that ChaseMellon Shareholder Services, L.L.C., as Transfer Agent and Registrar for the Common Stock, be, and it hereby is, authorized and directed (i) as soon as practicable after the time the Stock Dividend shall have become payable, (a) to issue and record in its records, as such Transfer Agent and Registrar, in the name of each holder of Common Stock of record on the Record Date (including the Company as holder of record of treasury shares, if any), that number of shares of Common Stock equal to the number of shares of Common Stock held by such holder of record as of the close of business on the Record Date and (b) if any shares of Common Stock held by such holder of record are represented by a certificate or certificates, to sign as such Transfer Agent and Registrar a certificate or certificates for such number of additional shares of Common Stock and (ii) as soon as practicable after the Stock Dividend shall have been paid, to mail to each registered holder of Common Stock on the Record Date an account statement indicating the number of additional shares of Common Stock issued to such holder pursuant to the Stock Dividend and/or such additional certificate or certificates representing the number of additional shares of Common Stock issued to such holder pursuant to the Stock Dividend, addressed to such holder at such holder's address as it appears on its records; RESOLVED FURTHER, that, upon the Stock Dividend being paid, the authority heretofore granted to ChaseMellon Shareholder Services, L.L.C. as Transfer Agent and Registrar for the Common Stock, be, and it hereby is, extended to include all shares of Common Stock issued in connection with the Stock Dividend; RESOLVED FURTHER, that, upon the Stock Dividend being paid and in order to adjust for the dilution due to such dividend of Common Stock, the Company reserve and set aside such additional full number of shares of Common Stock (from its authorized but unissued shares of Common Stock, or from treasury shares, if any, as appropriate) as are necessary for delivery upon (i) exercise of stock options granted under the 1998 Stock Option Plan of the Company, (ii) exercise of stock options and payment of restricted stock awards granted under the 1999 Long-Term Incentives Plan of the Company, (iii) exercise of stock options granted under the Directors Stock Plan of the Company and the payment of restricted stock in lieu of cash retainer fees under such plan, (iv) purchases made under the 1999 Employee Stock Purchase Plan of the Company, (v) purchases made under the 1999 Non-Qualified Employee Stock Purchase Plan of the Company and (vi) conversion of the Company's outstanding 4-1/4% Convertible Subordinated Notes Due May 1, 2006; RESOLVED FURTHER, that, upon the Stock Dividend being paid, appropriate adjustments shall be made to (i) the conversion price applicable to the conversion of the Company's outstanding 4-1/4% Convertible Subordinated Notes Due May 1, 2006 into shares of Common Stock pursuant to the terms and conditions of such Notes and the Indenture under which such Notes were issued and (ii) the number of one one-hundredths of a share of Series A Junior Participating Preferred Stock of the Company purchasable pursuant to the terms and conditions of the Rights Agreement, and that the officers of the Company be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to execute and deliver all certificates and to publish or cause to be published all notices as may be required in connection therewith: 2

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to execute and file with the Nasdaq Stock Market, Inc. ("Nasdaq") an application or applications for the listing of the additional shares of Common Stock (including the associated Rights) issuable upon payment of the Stock Dividend on the Nasdaq National Market System, and in connection therewith to file such other information and documents, and to enter into such agreements with Nasdaq in the name and on behalf of the Company, as may be deemed necessary, appropriate or advisable, and to take all such other actions as may be required to effect such listing; RESOLVED FURTHER, that the officers and assistant secretaries of the Company be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to make such applications, enter into such agreements and undertakings and do or cause to be done such acts and things as may be necessary or desirable to list the additional shares of Common Stock issuable upon payment of the Stock Dividend (including the associated Rights) on such other stock exchanges as any such officers may deem necessary or appropriate; and RESOLVED FURTHER, that the officers and assistant secretaries of the Company be, and each of them hereby

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to execute and file with the Nasdaq Stock Market, Inc. ("Nasdaq") an application or applications for the listing of the additional shares of Common Stock (including the associated Rights) issuable upon payment of the Stock Dividend on the Nasdaq National Market System, and in connection therewith to file such other information and documents, and to enter into such agreements with Nasdaq in the name and on behalf of the Company, as may be deemed necessary, appropriate or advisable, and to take all such other actions as may be required to effect such listing; RESOLVED FURTHER, that the officers and assistant secretaries of the Company be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to make such applications, enter into such agreements and undertakings and do or cause to be done such acts and things as may be necessary or desirable to list the additional shares of Common Stock issuable upon payment of the Stock Dividend (including the associated Rights) on such other stock exchanges as any such officers may deem necessary or appropriate; and RESOLVED FURTHER, that the officers and assistant secretaries of the Company be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company and under its corporate seal or otherwise, to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, certificates instruments, assurances and other documents, and to do or cause to be done all such acts or things as may be deemed necessary or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions. This Unanimous Written Consent may be executed in several counterparts with the same effect as if the signatures were shown on one document.
Dated: September 13, 1999 /s/ D. R. BEALL ---------------------------------D. R. Beall /s/ R. M. BRESSLER ------------------------------R. M. Bressler

/s/ F. C. FARRILL ---------------------------------F. C. Farrill

/s/ J. L. STEAD ------------------------------J. L. Stead

/s/ D. W. DECKER ---------------------------------D. W. Decker

3

EXHIBIT 10-e-1 AUGUST 13, 1999 UPDATE OF BENEFIT PLANS; AMENDMENT TO DEFINITION OF "EMPLOYEE' IN THE COMPANY'S BENEFIT PLANS; AMENDMENT TO RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES [401(k)] D. E. O'Reilly briefed the Board on (a) the stock option pool, (b) the issues relating to long term use of contract labor and proposed that the definition of "employee" in the Company's benefit plans be amended, and (c) on the desirability of amending the 401(k) Plan. After discussion and upon motion duly made and seconded, the following resolutions were approved unanimously:

EXHIBIT 10-e-1 AUGUST 13, 1999 UPDATE OF BENEFIT PLANS; AMENDMENT TO DEFINITION OF "EMPLOYEE' IN THE COMPANY'S BENEFIT PLANS; AMENDMENT TO RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES [401(k)] D. E. O'Reilly briefed the Board on (a) the stock option pool, (b) the issues relating to long term use of contract labor and proposed that the definition of "employee" in the Company's benefit plans be amended, and (c) on the desirability of amending the 401(k) Plan. After discussion and upon motion duly made and seconded, the following resolutions were approved unanimously: WHEREAS the Company needs to maintain flexibility in conducting its business by utilizing the optimal mix of services provided by permanent employees and by independent contractors, sometimes referred to as "temporary employees;" and WHEREAS the Company's various benefit plans, which refer to the term "employee" need to be amended to better reflect the Company's flexibility; NOW, THEREFORE, BE IT RESOLVED, that, all the Company's benefit plans be, and they hereby are, amended to delete their current definitions of "employee" or "employees" and to replace them in their entirety to read as follows: Subject to the exclusions set forth below, the terms "employee" and "employees" shall include those individuals who were hired (and advised that they were being hired) directly by Conexant as regular employees and who perform regular employment services directly for Conexant. EXCLUSIONS: The terms "employee" or "employees" as used in this Plan shall not include any individuals who work, or who were hired to work, or who were advised that they work: (1) as independent contractors or employees of independent contractors; or

(2) as temporary employees, regardless of the length of time that they work at Conexant; or (3) through a temporary employment agency, job placement agency, or other third party; or (4) as part of an employee leasing arrangement between Conexant and any third party. For the purposes of this Plan, the exclusions described above shall remain in effect even if the described individuals could otherwise be construed as employees under any applicable common law. And WHEREAS, the Company's Retirement Savings Plan for salaried employees (the "401(k) Plan") allows employees to defer the maximum permissible amount of income under the Internal Revenue Code, as amended, and the Company desires to enable employees to defer an amount which, when combined with a potential maximum Company match equal to 8%, would not exceed the current 25% combined legal limit on compensation that may be contributed to a qualified plan; and WHEREAS Section 2.060 of the Plan was originally left blank, pending an evaluation of the Company's

(2) as temporary employees, regardless of the length of time that they work at Conexant; or (3) through a temporary employment agency, job placement agency, or other third party; or (4) as part of an employee leasing arrangement between Conexant and any third party. For the purposes of this Plan, the exclusions described above shall remain in effect even if the described individuals could otherwise be construed as employees under any applicable common law. And WHEREAS, the Company's Retirement Savings Plan for salaried employees (the "401(k) Plan") allows employees to defer the maximum permissible amount of income under the Internal Revenue Code, as amended, and the Company desires to enable employees to defer an amount which, when combined with a potential maximum Company match equal to 8%, would not exceed the current 25% combined legal limit on compensation that may be contributed to a qualified plan; and WHEREAS Section 2.060 of the Plan was originally left blank, pending an evaluation of the Company's performance in Fiscal Year 1999, and effective October 1, 1999 the Company desires to be able to increase its matching contributions at the end of a fiscal year if sales growth and profitability performance criteria, selected at the beginning of said fiscal year, are achieved, NOW, THEREFORE, BE IT RESOLVED, that Section 2.030 of the Company's Retirement Savings Plan for salaried employees (the "401(k) Plan") is amended read in its entirety as follows: 2.030 Supplemental Contributions. If a participant has made the elections and/or authorizations described in Section 2.010, he shall then be permitted to take either or both of the actions described in subsections (a) and (b) below: (a) elect or defer receipt of an amount equal to 5% through 17% of his regular base Compensation (such deferral to be elected in whole percentages), which amount shall be paid to the Plan as a Supplemental Pre-Tax Contribution to his Pre-Tax Contribution Account; 2

(b) authorize having an amount equal to 5% through 17% deducted from his regular Base Compensation (such deduction to be authorized in whole percentages) and then have the amount of such deduction (as adjusted for all applicable taxes due on that amount) paid to the Plan as a Supplemental Post-Tax Contribution to his Past-Tax Contribution Account; provided, however, that the percentages elected to be deferred or deducted and then made as Supplemental Pre-Tax and Supplemental Post-Tax Contributions shall together not exceed 13% of the participant's base Compensation; RESOLVED FURTHER, that Section 2.060(b) of the Plan shall read in its entirety as follows: (b) Effective as of October 1, 1999, the Company Matching Contribution shall be credited to the Account of each Participant in an amount equal to One Hundred Percent (100%) of the Participant's Basic Pre-Tax and Basic Post-Tax Contributions. Also, after the end of the Company's fiscal year, an additional Company Matching Contribution may be made based on financial performance criteria, selected by the Employee benefit Plan Committee within thirty days of the beginning of said fiscal year, which emphasize the Company's profitability and sales growth. This additional Company Matching Contribution may range from 0% to 100% of the Participant's Basic Pre-tax and Basic Post-Tax Contributions. 3

(b) authorize having an amount equal to 5% through 17% deducted from his regular Base Compensation (such deduction to be authorized in whole percentages) and then have the amount of such deduction (as adjusted for all applicable taxes due on that amount) paid to the Plan as a Supplemental Post-Tax Contribution to his Past-Tax Contribution Account; provided, however, that the percentages elected to be deferred or deducted and then made as Supplemental Pre-Tax and Supplemental Post-Tax Contributions shall together not exceed 13% of the participant's base Compensation; RESOLVED FURTHER, that Section 2.060(b) of the Plan shall read in its entirety as follows: (b) Effective as of October 1, 1999, the Company Matching Contribution shall be credited to the Account of each Participant in an amount equal to One Hundred Percent (100%) of the Participant's Basic Pre-Tax and Basic Post-Tax Contributions. Also, after the end of the Company's fiscal year, an additional Company Matching Contribution may be made based on financial performance criteria, selected by the Employee benefit Plan Committee within thirty days of the beginning of said fiscal year, which emphasize the Company's profitability and sales growth. This additional Company Matching Contribution may range from 0% to 100% of the Participant's Basic Pre-tax and Basic Post-Tax Contributions. 3

EXHIBIT 12 RATIO OF EARNINGS TO FIXED CHARGES
FISCAL YEAR -------------------------------------------------------------------------1999 1998 1997 1996 1995 ---------------------------------------Income (loss) before provision (benefit) for taxes on income Add - Fixed charges net of capitalized interest

$

2,756

$(430,328)

$ 179,762

$ 197,161

$ 110,48

15,283 ---------

5,795 ---------

3,984 ---------

2,022 ---------

1,56 --------

Income before taxes and fixed charges (net of capitalized interest)

18,039 ---------

(424,533) ---------

183,746 ---------

199,183 ---------

112,05 --------

Fixed charges: Interest (1) Capitalized interest Estimated interest component of rental expense Total 10,800 1,511 -------

4,483 --------16,794 ---------

5,795 --------5,795 ---------

3,984 --------3,984 ---------

2,022 --------2,022 ---------

1,56 -------1,56 --------

Ratio of earnings before taxes and fixed charges, to fixed charges

1.1 =========

--(2) =========

46.1 =========

98.5 =========

71. ========

(1) Interest expense includes the amortization of underwriting fees for the relevant periods outstanding

EXHIBIT 12 RATIO OF EARNINGS TO FIXED CHARGES
FISCAL YEAR -------------------------------------------------------------------------1999 1998 1997 1996 1995 ---------------------------------------Income (loss) before provision (benefit) for taxes on income Add - Fixed charges net of capitalized interest

$

2,756

$(430,328)

$ 179,762

$ 197,161

$ 110,48

15,283 ---------

5,795 ---------

3,984 ---------

2,022 ---------

1,56 --------

Income before taxes and fixed charges (net of capitalized interest)

18,039 ---------

(424,533) ---------

183,746 ---------

199,183 ---------

112,05 --------

Fixed charges: Interest (1) Capitalized interest Estimated interest component of rental expense Total 10,800 1,511 -------

4,483 --------16,794 ---------

5,795 --------5,795 ---------

3,984 --------3,984 ---------

2,022 --------2,022 ---------

1,56 -------1,56 --------

Ratio of earnings before taxes and fixed charges, to fixed charges

1.1 =========

--(2) =========

46.1 =========

98.5 =========

71. ========

(1) Interest expense includes the amortization of underwriting fees for the relevant periods outstanding (2) As a result of the loss incurred for fiscal year 1998, the Company was unable to fully cover fixed charges. The amount of such deficiency in fiscal 1998 was approximately $5.8 million

EXHIBIT 21 LISTING OF SUBSIDIARIES
DOMESTIC Brooktree Corporation Incorporated in the state of California Brooktree Worldwide Sales Corporation Incorporated in the state of California Conexant Systems, Inc. Incorporated in the state of Neveda Conexant Systems Worldwide, Inc. Incorporated in the state of Delaware DeviceGuys, Inc. Incorporated in the state of Washington

FOREIGN Brooktree International Ltd. Incorporated in the Cayman Islands Conexant Systems Israel Commercial Ltd. Incorporated in Israel

EXHIBIT 21 LISTING OF SUBSIDIARIES
DOMESTIC Brooktree Corporation Incorporated in the state of California Brooktree Worldwide Sales Corporation Incorporated in the state of California Conexant Systems, Inc. Incorporated in the state of Neveda Conexant Systems Worldwide, Inc. Incorporated in the state of Delaware DeviceGuys, Inc. Incorporated in the state of Washington

FOREIGN Brooktree International Ltd. Incorporated in the Cayman Islands Brooktree Technologies Ltd. Incorporated in the Cayman Islands Conexant Systems Asia Pacific Ltd. Incorporated in Hong Kong, People's Republic of China Conexant Foreign Sales Corporation Incorporated in Barbados Conexant Systems France S.A.S. Incorporated in France Conexant Systems Germany G.m.b.H. Incorporated in Germany Conexant Systems Holdings Limited. Incorporated in the United Kingdom Conexant Systems Iceland Ehf. (Ltd.) Incorporated in Iceland Conexant Systems Israel (1996) Ltd. Incorporated in Israel Conexant Systems Israel Commercial Ltd. Incorporated in Israel Conexant Systems Japan Company Ltd. Incorporated in Japan Conexant Systems Korea Ltd. Incorporated in Korea

Conexant Systems S.A. de C.V. Incorporated in Mexico Conexant Systems Scandinavia AB Incorporated in Sweden Conexant Systems Singapore Pte. Limited Incorporated in Singapore Conexant Systems Taiwan Co., Ltd. Incorporated in Taiwan Conexant Systems UK Limited. Incorporated in the United Kingdom

EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 333-91347, 333-84187, 33369385 and 333-68755, of Conexant Systems, Inc. on Form S-8 and Registration Statement Nos. 333-82399 and 333-70085, of Conexant Systems, Inc. on Form S-3 of our report dated October 29, 1999, appearing in this Annual Report on Form 10-K of Conexant Systems, Inc. for the year ended September 30, 1999.
/s/ DELOITTE & TOUCHE LLP Costa Mesa, California

December 6, 1999

EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 333-91347, 333-84187, 33369385 and 333-68755, of Conexant Systems, Inc. on Form S-8 and Registration Statement Nos. 333-82399 and 333-70085, of Conexant Systems, Inc. on Form S-3 of our report dated October 29, 1999, appearing in this Annual Report on Form 10-K of Conexant Systems, Inc. for the year ended September 30, 1999.
/s/ DELOITTE & TOUCHE LLP Costa Mesa, California

December 6, 1999

EXHIBIT 24 POWER OF ATTORNEY I, the undersigned Director and/or Officer of Conexant Systems, Inc., a Delaware corporation (the Company), hereby constitute DWIGHT W. DECKER, BALAKRISHNAN S. IYER and DENNIS E. O'REILLY, and each of them singly, my true and lawful attorneys with full power to them and each of them to sign for me, and in my name and in the capacity or capacities indicated below, (1) the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1999 and any amendments thereto; (2) any and all amendments (including supplements and post-effective amendments) to (a) the Registration Statement on Form S-3 registering securities to be sold pursuant to the Company's 1998 Stock Option Plan (Registration No. 333-70085); (b) the Registration Statement on Form S-8 registering securities to be sold pursuant to the Company's 1999 Long-Term Incentives Plan and Directors Stock Plan (Registration No. 333-69385); (c) the Registration Statement on Form S-8 registering securities to be sold pursuant to the Company's Retirement Savings Plan, as amended (Registration No. 333-68755); (d) the Registration Statement on Form S-8 registering securities to be sold pursuant to the Company's 1999 Employee Stock Purchase Plan and 1999 Non-Qualified Employee Stock Purchase Plan (Registration No. 333-84187); and (e) the Registration Statement on Form S-8 registering securities to be sold pursuant to the Company's 2000 Non-Qualified Stock Plan (Registration No. 333-91347); and (3) any and all amendments (including supplements and post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 333-82399) registering $350,000,000 aggregate principal amount of the Company's 4 1/4% Convertible Subordinated Notes due May 1, 2006 (the Notes) and shares of Common Stock, par value $1 per share, of the Company (including the associated Preferred Share Purchase Rights) issuable or deliverable upon conversion of the Notes.
Signature --------/s/ DWIGHT W. DECKER -----------------------Dwight W. Decker Title ----Chairman of the Board and Chief Executive Officer (principal executive officer) Date ---November 24, 1999

/s/ DONALD R. BEALL -----------------------Donald R. Beall

Director

November 23, 1999

Signature ---------

Title -----

Date ----

EXHIBIT 24 POWER OF ATTORNEY I, the undersigned Director and/or Officer of Conexant Systems, Inc., a Delaware corporation (the Company), hereby constitute DWIGHT W. DECKER, BALAKRISHNAN S. IYER and DENNIS E. O'REILLY, and each of them singly, my true and lawful attorneys with full power to them and each of them to sign for me, and in my name and in the capacity or capacities indicated below, (1) the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1999 and any amendments thereto; (2) any and all amendments (including supplements and post-effective amendments) to (a) the Registration Statement on Form S-3 registering securities to be sold pursuant to the Company's 1998 Stock Option Plan (Registration No. 333-70085); (b) the Registration Statement on Form S-8 registering securities to be sold pursuant to the Company's 1999 Long-Term Incentives Plan and Directors Stock Plan (Registration No. 333-69385); (c) the Registration Statement on Form S-8 registering securities to be sold pursuant to the Company's Retirement Savings Plan, as amended (Registration No. 333-68755); (d) the Registration Statement on Form S-8 registering securities to be sold pursuant to the Company's 1999 Employee Stock Purchase Plan and 1999 Non-Qualified Employee Stock Purchase Plan (Registration No. 333-84187); and (e) the Registration Statement on Form S-8 registering securities to be sold pursuant to the Company's 2000 Non-Qualified Stock Plan (Registration No. 333-91347); and (3) any and all amendments (including supplements and post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 333-82399) registering $350,000,000 aggregate principal amount of the Company's 4 1/4% Convertible Subordinated Notes due May 1, 2006 (the Notes) and shares of Common Stock, par value $1 per share, of the Company (including the associated Preferred Share Purchase Rights) issuable or deliverable upon conversion of the Notes.
Signature --------/s/ DWIGHT W. DECKER -----------------------Dwight W. Decker Title ----Chairman of the Board and Chief Executive Officer (principal executive officer) Date ---November 24, 1999

/s/ DONALD R. BEALL -----------------------Donald R. Beall

Director

November 23, 1999

Signature --------/s/ RICHARD M. BRESSLER -----------------------Richard M. Bressler

Title ----Director

Date ---November 23, 1999

/s/ F. CRAIG FARRILL -----------------------F. Craig Farrill

Director

November 29, 1999

/s/ JERRE L. STEAD -----------------------Jerre L. Stead

Director

November 24, 1999

/s/ BALAKRISHNAN S. IYER -----------------------Balakrishnan S. Iyer

Senior Vice President and Chief Financial Officer (principal) financial officer)

November 24, 1999

/s/ STEVEN M. THOMSON ------------------------

Vice President and Controller (principal

November 24, 1999

Signature --------/s/ RICHARD M. BRESSLER -----------------------Richard M. Bressler

Title ----Director

Date ---November 23, 1999

/s/ F. CRAIG FARRILL -----------------------F. Craig Farrill

Director

November 29, 1999

/s/ JERRE L. STEAD -----------------------Jerre L. Stead

Director

November 24, 1999

/s/ BALAKRISHNAN S. IYER -----------------------Balakrishnan S. Iyer

Senior Vice President and Chief Financial Officer (principal) financial officer)

November 24, 1999

/s/ STEVEN M. THOMSON -----------------------Steven M. Thomson

Vice President and Controller (principal accounting officer)

November 24, 1999

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE SEPTEMBER 30, 1999 CONSOLIDATED CONDENSED BALANCE SHEETS, CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS FOR THE PERIOD ENDED SEPTEMBER 30, 1999 AND NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY

12 MOS SEP 30 1999 SEP 30 1999 398,516 0 248,598 9,658 224,447 979,174 1,600,022 877,009 1,841,950 374,721 0 0 0 196,387 838,766 1,841,950 1,444,114 1,444,114 863,252 863,252 584,041 0 8,448 2,756 (10,173) 12,929 0 0

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE SEPTEMBER 30, 1999 CONSOLIDATED CONDENSED BALANCE SHEETS, CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS FOR THE PERIOD ENDED SEPTEMBER 30, 1999 AND NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

12 MOS SEP 30 1999 SEP 30 1999 398,516 0 248,598 9,658 224,447 979,174 1,600,022 877,009 1,841,950 374,721 0 0 0 196,387 838,766 1,841,950 1,444,114 1,444,114 863,252 863,252 584,041 0 8,448 2,756 (10,173) 12,929 0 0 0 12,929 0.07 0.06


				
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