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As filed with the Securities and Exchange Commission on April 9, 1997
Registration No. 33-___
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CYPRESS SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 3901 North First Street 94-2885898
(State of San Jose, California 95134 (I.R.S. Employer
Incorporation) (Address of principal executive offices) Identification No.
_______________
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
(Full title of the Plan)
_______________
T.J. RODGERS
President
CYPRESS SEMICONDUCTOR CORPORATION
3901 North First Street
San Jose, California 95134
(408) 943-2600
(Name, address and telephone number of agent for service)
_______________
Copies to:
John A. Fore, Esq.
Don S. Williams, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Telephone: (415) 493-93
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===============================================================================
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed
Maximum
Title of Proposed Maximum Aggregate Amount of
Securities to Maximum Amount Offering Price Offering Registration
be Registered To be Registered Shared(1) Price(1) Fee(2)
_______________________________________________________________________________
Common Stock,
$.01 Par Value
- --Amended and
Restated 1994
Stock Option
Plan 3,649,567 shares $11.875 $43,338,608.13 $13,132.91
TOTAL 3,649,567 shares $43,338,608.13 $13,132.91
===============================================================================
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based upon the average of the high and low
sale prices of the registrant's Common Stock as reported on the New York
Stock Exchange on April 3, 1997.
(2) Amount of registration fee was calculated pursuant to Section 6(b) of the
Securities Act of 1933, which provides that the fee shall be 1/33 of one
percentum of the maximum aggregate price at which such securities are
proposed to be offered.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed by Cypress
Semiconductor Corporation (the "Company") with the Securities and Exchange
Commission are hereby incorporated by reference in this registration statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 1996, filed pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(b) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A dated August 30, 1988, filed pursuant
to Section 12 of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.
ITEM 4.DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 11 of the Company's Certificate of Incorporation provides that, to
the fullest extent permitted by Delaware law, as the same now exists or may
hereafter be amended, a director shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Delaware law provides that directors of a corporation will
not be personally liable for monetary damages for breach of their fiduciary
duties as directors, except for liability (i) for any breach of their duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived an improper
personal benefit.
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Article VI of the Company's Bylaws provides that the Company (i) shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, and (ii) may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or contemplated action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was an employee or agent of
the corporation, or is or was serving at the request of the corporation as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
Bylaws provide that the termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
Article VI of the Company's Bylaws also provides that the Company (I)
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact
that he is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, and (ii)
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact
that he is or was an employee or agent of the corporation, or is or was serving
at the request of the corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Delaware Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Delaware Court of Chancery or such other court shall deem proper.
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The Bylaws also provide that, to the extent that a director or officer of
the corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to above, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith and to the extent that an employee or agent of the corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, he may be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
The Company's Bylaws also permit the Company to secure insurance on behalf
of any officer, director, employee or other agent for any liability arising out
of his or her actions in such capacity, regardless of whether the Bylaws would
permit indemnification. The Company currently maintains liability insurance
for its officers and directors.
The Company has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in the Company's
Certificate of Incorporation and Bylaws. These agreements, among other things,
indemnify the Company's directors and officers for certain expenses (including
attorney's fees), judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
the Company, arising out of such person's services as a director or officer of
the Company, any subsidiary of the Company or any other company or enterprise
to which the person provides services at the request of the Company.
ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number
---------
4.1* Amended and Restated 1994 Stock Option Plan and form of
agreement thereunder.
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of Independent Accountants (see p. 10).
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see p. 9).
_______________
* Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended April 1, 1996 (File No. 1-10079) filed on May 16,
1996.
ITEM 9. UNDERTAKINGS.
(A) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any fact or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in the post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(B) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(C) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
Controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Cypress Semiconductor Corporation, a corporation organized and
existing under the laws of the State of Delaware, certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Jose,
State of California, on April 8, 1997.
CYPRESS SEMICONDUCTOR CORPORATION
By: /s/ T.J. Rodgers
----------------------------------
T.J. Rodgers
President, Chief Executive Officer
and Director (Principal Executive
Officer)
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EXHIBIT 25.1
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POWER OF ATTORNEY
Each of the officers and directors of Cypress Semiconductor Corporation
whose signature appears below hereby constitutes and appoints T.J. Rodgers and
Emmanuel Hernandez, and each of them, their true and lawful attorneys-in-fact
and agents with full power of substitutions, each with the power to act alone,
to sign and execute on behalf of the undersigned any amendment or amendments to
this registration statement, and to perform any acts necessary to be done in
order to file such amendment, and each of the undersigned does hereby ratify and
confirm all that said attorneys-in-fact and agents, or their or his substitutes,
shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ----------------------- ----------------------------------- -------------
/s/ T.J. Rodgers President, Chief Financial Officer April 8, 1997
- ----------------------- And Director
T.J. Rodgers (Principal Executive Officer)
/s/ Emmanuel Hernandez Chief Financial Officer, Vice April 8, 1997
- ----------------------- President, Finance and
Emmanuel Hernandez Administration
(Principal Financial and Accounting
Officer)
/s/ Pierre Lamond Director April 8, 1997
- -----------------------
Pierre Lamond
/s/ John C. Lewis Director April 8, 1997
- -----------------------
John C. Lewis
/s/ Fred B. Bialek Director April 8, 1997
- -----------------------
Fred B. Bialek
/s/ Eric A. Benhamou Director April 8, 1997
- -----------------------
Eric A. Benhamou
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EXHIBIT 24.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 20, 1997, except as to
Note 8, which is as of February 25, 1997, appearing on page 40 of Cypress
Semiconductor Corporation's Annual Report on Form 10-K for the year ended
December 30, 1996. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on page 39 of this
Form 10-K.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
San Jose, California
April 9, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________________________________
EXHIBITS
_______________________________________________________________________________
REGISTRATION STATEMENT ON FORM S-8
CYPRESS SEMICONDUCTOR CORPORATION
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INDEX TO EXHIBITS
Exhibit No. Description
- ------------------- -----------------------------------------------
4.1* Amendment and Restated 1994 Stock Option Plan
(And form of agreement thereunder).
5.1 Opinion of counsel as to legality of securities
Being registered.
23.1 Consent of Independent Accountants (see p. 10)
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see p. 9).
_______________
*Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended April 1, 1996 (File No. 1-10079) filed on May 16, 1996.
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EXHIBIT 5.1
April 9, 1997
Cypress Semiconductor Corporation
3901 North First Street
San Jose, CA 95134
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about April 9, 1997, in
connection with the registration under the Securities Act of 1933, as amended,
of shares of your Common Stock reserved for issuance under the Amended and
Restated 1994 Stock Option Plan (the "Option Plan"). As your legal counsel, we
have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale and issuance of said
shares.
It is our opinion that, upon completion of the proceedings to be taken
prior to issuance of the shares pursuant to the Prospectus constituting part of
and incorporated by reference into the Registration Statement on Form S-8 and
upon completion of the proceedings being taken in order to permit such
transactions to be carried out in accordance with the securities laws of the
various states where required, the shares, when issued and sold in the manner
referred to in the Option Plan and the agreements which accompany the Option
Plan, and in accordance
with the Company's Restated Certificate of
Incorporation, will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of our name wherever appearing in said
Registration Statement, including the Prospectus constituting a part thereof,
and amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI,
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI, P.C.