Delaware (State of Incorporation) |
3901 North First Street San Jose, California 95134-1599 (Address of principal executive offices) |
94-2885898 (I.R.S. Employer Identification Number) |
CALCULATION OF REGISTRATION FEE |
Title of Securities to be Registered |
Maximum Amount to be Registered |
Proposed Maximum Offering Price Per Share(l) |
Proposed Maximum Aggregate Offering Price(l) |
Amount of Registration Fee(2) | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Common Stock, $0.01 par value per share | ||||||||||||||
1994 Stock Option Plan | 5,654,655 | $ 15.28 | $ 86,403,128 | $21,601 | ||||||||||
Employee Qualified Stock | ||||||||||||||
Purchase Plan | 1,884,885 | $ 15.28 | $ 28,801,043 | $ 7,200 | ||||||||||
Totals | 7,539,540 | $ 15.28 | $115,204,171 | $28,801 | ||||||||||
(1) | Estimated in accordance with paragraphs (c) and (h) of Rule 457 of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based upon the average of the high and low sale prices of the Registrants Common Stock as reported on the New York Stock Exchange on April 9, 2001. |
(2) | The amount of the registration fee was calculated pursuant to Section 6(b) of the Securities Act, which provides that the fee shall be .00025 multiplied by the maximum aggregate price at which such securities are proposed to be offered. |
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(a) | The Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the Exchange Act); and |
(b) | The description of the Registrants Common Stock contained in the Registration Statement on Form 8-A dated August 30, 1988 filed pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating any such description. |
Article VI of the Bylaws also provides that the Registrant (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 Registrant to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Registrant, or is or was serving at the request of the Registrant 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 Registrant to procure a judgment in its favor by reason of the fact that he is or was an employee or agent of the Registrant, or is or was serving at the request of the Registrant 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 Registrant 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 Registrant 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. The Bylaws also provide that, to the extent that a director or officer of the Registrant 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 Registrant 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 Bylaws also permit the Registrant to secure insurance on behalf of any officer, director, employee or agent of the Registrant for any liability arising out of his or her actions in such capacity, regardless of whether the Bylaws would permit indemnification. The Registrant currently maintains liability insurance for its officers and directors. The Registrant has entered into agreements to indemnify its directors and officers, in addition to the indemnification provided for in the Certificate of Incorporation and Bylaws. These agreements, among other things, indemnify the Registrants directors and officers for certain expenses (including attorneys 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 Registrant, arising out of such persons services as a director or officer of the Registrant, any subsidiary of the Registrant or any other company or enterprise to which the person provides services at the request of the Registrant. -5- |
(a) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(b) | To reflect in the prospectus any facts or events arising after the effective date of this 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 this registration statement; and |
(c) | To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement. |
Provided, however, that paragraphs 1(a) and 1(b) do not apply if the information required to be included in a 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 Exchange Act that are incorporated by reference in this registration statement. (2) The Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) The Registrant hereby undertakes 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. (4) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. -5- |
(5) Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. -7- |
CYPRESS SEMICONDUCTOR CORPORATION By: /s/ T.J. Rodgers T.J. Rodgers President, Chief Executive Officer and Director (Principal Executive Officer) |
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Signature |
Title |
Date |
---|
/s/ | T.J. Rodgers
T.J. Rodgers |
President, Chief Executive Officer and Director (Principal Executive Officer) |
April 9, 2001 |
/s/ | Emmanual Hernandez
Emmanual Hernandez |
Chief Financial Officer, Vice President, Finance and Administration and Secretary (Principal Financial and Accounting Officer) |
April 9, 2001 |
/s/ | Eric A. Benhamou
Eric A. Benhamou |
Director | April 9, 2001 |
/s/ | Fred B. Bialek
Fred B. Bialek |
Director | April 9, 2001 |
/s/ | John C. Lewis
John C. Lewis |
Director | April 9, 2001 |
/s/ | James R. Long
James R. Long |
Director | April 9, 2001 |
/s/ | Alan F. Shugart
Alan F. Shugart |
Director | April 9, 2001 |
INDEX TO EXHIBITS |
Exhibit No. |
Description |
4.1(1) | Employee Stock Purchase Plan (and form of agreement thereunder). |
4.2(2) | Amended and Restated 1994 Stock Option Plan (and form of agreement thereunder). |
5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to the Registrant. |
23.1 | Consent of PricewaterhouseCoopers LLP, Independent Accountants. |
23.2 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to the Registrant (contained in Exhibit 5.1). |
24.1 | Power of Attorney (see page 9). |
|
(1) | Incorporated by reference from the Registrants Registration Statement on Form S-8 filed on December 10, 1998 (File No. 333-68703). |
(2) | Incorporated by reference from the Registrants Annual Report on Form 10-K for the fiscal year ended January 2, 2000 (File No. 001-10079). |