<PAGE>1
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form 8
Cypress Semiconductor Corporation
Commission File No.1-10079
Ladies and Gentlemen:
On behalf of Cypress Semiconductor Corporation, a Delaware
corporation (Cypress), the following is an amendment to the Form 8-
K filed on November 2, 1993 regarding the acquisition of IC
Designs, Inc., a Washington corporation (IC Designs) by the merger
of Cy Acquisition Corporation, a Washington corporation and wholly
owned subsidiary of Cypress with and into IC Designs. Enclosed are
the financial statements of IC Designs and certain pro forma
financial information required to be filed pursuant to Item 7 of
Form 8-K that were not included in the original filing.
Please acknowledge receipt of the Form 8 by stamping the
duplicate copy of this letter with the date of filing and return it
to me in the stamped envelope provided.
CYPRESS SEMICONDUCTOR CORPORATION
Stuart Inouye
- --------------------------
Stuart Inouye
General Accounting Manager
<PAGE>2
Securities and Exchange Commission
Washington D.C. 20549
Form 8
Amendment to Application or Report
Pursuant to Section 12, 13 or 15(d) of
the Securities Exchange Act of 1934
Cypress Semiconductor Corporation
(Exact name of Registrant as specified in its charter)
Amendment No. 1
The undersigned registrant hereby amends the following items,
financial statements, exhibits, or other portions of its Report on
Form 8-K dated November 2, 1993 as set forth in the pages attached
hereto.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
<PAGE>3
Form 8
Item 7(a) and 7(b) are amended in their entirety to read as
follows:
Item 7. Financial Statements, Pro Forma Financial
-----------------------------------------
Information and Exhibits.
-------------------------
(a) Financial Statements of Business Acquired.
-----------------------------------------
Included are the balance sheet of IC Designs,
Inc. at December 31, 1992 and the related
statements of income and retained earnings
(deficit) and cash flows for the year ended
December 31, 1992 together with the report of IC
Designs, Inc.'s independent accountants thereon.
Also included are the unaudited balance sheet
of IC Designs, Inc. at September 30, 1993 and the
related statements of operations and cash flows
for the nine month periods ended September 30,
1993 and 1992.
<PAGE>4
Form 8
Independent Auditors Report
---------------------------
The Board of Directors
IC Designs, Inc.
Kirkland, Washington
We have audited the accompanying balance sheet of IC Designs,
Inc. as of December 31, 1992, and the related statements of income,
retained earnings (deficit), and cash flows for the year then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
presents fairly, in all material respects, the financial position
of IC Designs, Inc. as of December 31, 1992, and the results of its
operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.
Thompson & Kittoe
Certified Public Accountants
February 12, 1993
<PAGE>5
<TABLE>
Form 8
IC Designs, Inc.
Balance Sheet
December 31, 1992
(See Independent Auditor's Report)
<CAPTION>
<S> <C>
ASSETS
----------
Current assets:
Cash (Note 8) $ 1,183,951
Accounts receivable (Note 8) 1,678,323
Inventory (Note 2) 700,860
Prepaid expenses 18,349
-----------
Total current assets 3,581,483
Property and equipment:
Equipment and tools 246,553
Furniture and fixtures 10,737
Leasehold improvements 1,184
-----------
258,474
Less accumulated depreciation 83,528
-----------
Net property and equipment 174,946
-----------
Total $ 3,756,429
===========
LIABILITIES AND SHAREHOLDERS'
EQUITY
-----------------------------------
Current liabilites:
Notes payable-related parties (Note 3) $ 221,000
Accounts payable-trade 1,102,537
Accounts payable-related parties 8,029
Salaries and wages 74,526
Business and payroll taxes 25,600
Federal income tax 499,570
Accrued commissions 141,158
Other accrued expenses 67,739
-----------
Total current liabilities 2,140,159
-----------
</TABLE>
<PAGE>6
<TABLE>
Form 8
IC Designs, Inc.
Balance Sheet
December 31, 1992
(See Independent Auditor's Report)
(Continued)
<CAPTION>
<S> <C>
Stockholders' equity
(Notes 3 and 4):
Common stock, $.01 par value,
Authorized, 8,000,000 shares.
Issued and outstanding, 2,135,551
shares. 21,356
Additional paid-in capital 408,132
Retained earnings 1,186,782
-----------
Total stockholders' equity 1,616,270
-----------
Total $ 3,756,429
===========
<FN>
The accompanying notes are an integral
part of these financial statements.
</TABLE>
<PAGE>7
<TABLE>
Form 8
IC Designs, Inc.
Statement of Income and Retained Earnings (Deficit)
Year Ended December 31, 1992
(See Independent Auditor's Report)
<CAPTION>
<S> <C>
Sales $10,784,185
Cost of sales 4,838,494
-----------
Gross profit 5,945,691
Operating expenses:
Sales 1,307,413
Engineering, research and development 731,915
General and administration 278,888
-----------
Total operating expenses 2,318,216
-----------
Operating income 3,627,475
Interest expense-net 60,545
-----------
Income before federal income tax
and extraordinary item 3,566,930
Federal income tax 1,222,886
-----------
Income before extraordinary item 2,344,044
Extraordinary item-tax benefit due
to utilization of net operating loss
carryforward (Note 5) 722,110
-----------
Net income 3,066,154
Retained (deficit), beginning of year (1,879,372)
-----------
Retained earnings, end of year $ 1,186,782
===========
<FN>
The accompanying notes are an integral
part of these financial statements.
</TABLE>
<PAGE>8
<TABLE>
Form 8
IC Designs, Inc.
Statement of Cash Flows
Year Ended December 31, 1992
(See Independent Auditor's Report)
<CAPTION>
<S> <C>
Cash flows provided (used) by operating
activities:
Cash received from customers $ 9,788,148
Cash paid to suppliers and employees (6,635,601)
Interest received 13,820
Interest paid ( 107,387)
Federal income tax paid ( 1,206)
-----------
Net cash provided by operating
acivities 3,057,774
-----------
Cash flows used by investing activities:
Purchase of equipment ( 191,810)
-----------
Net cash used by investing
activities ( 191,810)
-----------
Cash flows provided (used) by financing
activities:
Payments on notes payable-related parties (1,742,709)
Proceeds from issuance of common stock 29,000
-----------
Net cash (used) by financing
activities (1,713,709)
-----------
Net increase in cash 1,152,255
Cash, beginning of year 31,696
-----------
Cash, end of year $ 1,183,951
===========
<FN>
The accompanying notes are an integral
part of these financial statements.
</TABLE>
<PAGE>9
<TABLE>
Form 8
IC Designs, Inc.
Statement of Cash Flows
Year Ended December 31, 1992
(See Independent Auditor's Report)
(Continued)
<CAPTION>
<S> <C>
Reconciliation of net income to net
cash provided by operating activities:
Net income $ 3,066,154
Adjustments to reconcile net income
to cash provided by operating activities:
Depreciation and amortization 51,641
Changes in operating assets and
liabilities:
Accounts receivable ( 996,037)
Inventory ( 596,442)
Prepaid expenses ( 13,784)
Accounts payable 879,400
Accrued federal income taxes 499,570
Accrued expenses 167,272
-----------
Net cash provided by operating activites $ 3,057,774
===========
<FN>
The accompanying notes are an integral
part of these financial statements.
</TABLE>
<PAGE>10
Form 8
IC Designs, Inc.
Notes to Financial Statements
December 31, 1992
(See Independent Auditor's Report)
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES:
Nature of company
-----------------
The Company is engaged in the design and marketing of
integrated circuits.
Inventory
---------
Inventory is valued at lower of cost or market (first-in,
first-out method).
Property and equipment
----------------------
Property and equipment are recorded at cost less
accumulated depreciation. Depreciation is provided using
accelerated methods. The same methods are used for both
financial reporting and federal income tax purposes.
Allowance for doubtful accounts
-------------------------------
The Company does not provide an allowance for
doubtful accounts as a review of the collectibility of
accounts receivable indicates that such an allowance would
be minimal.
Research and development expenses
---------------------------------
Research and development expenses are charged to
operations when incurred.
NOTE 2. INVENTORY:
Raw materials $ 239,166
Work-in-process 257,397
Finished goods 204,297
-----------
$ 700,860
===========
<PAGE>11
Form 8
IC Designs, Inc.
Notes to Financial Statements
December 31, 1992
(See Independent Auditor's Report)
(Continued)
NOTE 3. NOTES TO RELATED PARTIES:
Notes payable - related parties is due on demand to the
Company's majority stockholder with interest computed at
the prime rate and is convertible into 884,000 shares of
common stock.
During the year ended December 31, 1992, a $29,000 note
payable due to a minority stockholder was converted into
116,000 shares of common stock.
NOTE 4. INCENTIVE STOCK OPTIONS:
The Company has adopted an incentive stock option agreement
for the benefit of its key employees. As of December 31,
1992, options remain outstanding to issue 212,000 shares
at exercise prices ranging from $.25 to $.75 per share.
NOTE 5. INCOME TAX:
The Company had incurred net operating losses in years
1990 and prior. These losses were available for
carryforward and utilized in 1992.
NOTE 6. RENTAL COMMITMENTS:
Operating facilities were rented from a related company on
a month-by-month basis. Total rent expense, including an
allocated portion of utilities, paid for the use of
operating facilities amounted to $39,809 in 1992.
<PAGE>12
Form 8
IC Designs, Inc.
Notes to Financial Statements
December 31, 1992
(See Independent Auditor's Report)
(Continued)
NOTE 6. RENTAL COMMITMENTS: (Continued)
On December 11, 1992, the Company entered into a three-
year noncancellable lease agreement effective January 1,
1993 with an unrelated party. The agreement requires
monthly rental payments of $6,767 for the first four months
and $8,375 thereafter. The lease expires on December 31,
1995 and contains an option to renew for an additional
two-year period with monthly payments of $8,878. Future
minimum payments required under the noncancellable lease
are as follows:
Year ended
December 31 Amount
------------- -------------
1993 $ 94,068
1994 100,500
1995 100,500
NOTE 7. PENSION PLAN:
During 1992, the Company maintained a salary reduction
simplified employee pension plan for the benefit of all
eligible employees. No Company contributions were made to
the plan in 1992.
Effective January 1, 1993, the Company adopted a 401K
profit sharing plan. An employee may elect to contribute
to the plan up to a maximum allowed under federal
regulations. The Company may elect to make discretionary
matching or profit sharing contributions to the plan.
<PAGE>13
Form 8
IC Designs, Inc.
Notes to Financial Statements
December 31, 1992
(See Independent Auditor's Report)
(Continued)
NOTE 8. CONCENTRATION OF CREDIT RISK:
Financial instruments which potentially subject the
Company to concentration of credit risk consist of cash and
accounts receivable.
The Company maintains a cash balance in a financial
institution in excess of insured limits.
The Company extends credit to customers in various
geographical regions. Approximately 49% of the accounts
receivable at December 31, 1992 and 62% of sales in 1992
were directly related to three customers who are major
manufacturers of computers and components.
<PAGE>14
Form 8
<TABLE>
IC Designs, Inc.
Interim Balance Sheet
(In thousands)
(Unaudited)
<CAPTION> September 30,
1993
------------
<S> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 3,041
Accounts receivable 1,855
Inventory 903
Prepaid expenses 57
------------
Total current assets 5,856
Property and equipment (net) 279
Other non-current assets 5
------------
Total assets $ 6,140
============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 892
Other accrued liabilities 739
Income taxes payable ( 241)
------------
Total current liabilities 1,390
Stockholders' equity:
Common stock 30
Additional paid in capital 629
Retained earnings 4,091
------------
Total stockholders' equity 4,750
------------
Total liabilities and stockholders' equity $ 6,140
============
<FN>
See notes to interim financial statements.
</TABLE>
<PAGE>15
<TABLE>
Form 8
IC Designs Inc.
Interim Statement of Operations
(In Thousands)
(Unaudited)
<CAPTION> Nine Months Ended
September 30,
1993 1992
---------- ----------
<S> <C> <C>
Sales $ 12,768 $ 6,498
Cost of sales 5,767 2,843
----------- ----------
Gross profit 7,001 3,655
Operating expenses:
Sales 1,219 789
Engineering, research and development 733 400
General and administration 719 162
---------- ----------
Total operating expenses 2,671 1,351
---------- ----------
Operating income 4,330 2,304
Interest income (expense), net 92 ( 68)
---------- ----------
Income before income taxes 4,422 2,236
Provision for income tax expense 1,518 760
---------- ----------
Net income $ 2,904 $ 1,476
========== ==========
<FN>
See notes to interim financial statements.
</TABLE>
<PAGE>16
<TABLE>
Form 8
IC Designs, Inc.
Interim Statement of Cash Flows
(In Thousands)
(Unaudited)
<CAPTION> Nine Months Ended
September 30,
1993 1992
---------- ----------
<S> <C> <C>
Cash flows provided (used) by operating
activities:
Cash received from customers $ 12,592 $ 5,918
Cash paid to suppliers and employees ( 8,390) ( 3,678)
Interest received 102 1
Interest paid ( 10) ( 102)
Federal income tax paid ( 2,259) ( 1)
---------- ----------
Net cash provided by operating
activities 2,035 2,138
---------- ----------
Cash flows used by investing activities:
Purchase of capital equipment ( 187) ( 75)
---------- ----------
Net cash used by investing activities ( 187) ( 75)
---------- ----------
Cash flows provided (used) by financing
activities:
Payment on notes payable-related parties ( 221) ( 2,191)
Proceeds from issuance of common stock 230
---------- ----------
Net cash provided (used) by financing
activities 9 ( 2,191)
---------- ----------
Net increase (decrease) in cash 1,857 ( 128)
Cash, beginning of year 1,184 32
---------- ----------
Cash (bank overdraft), end of period $ 3,041 $( 96)
========== ==========
<FN>
See notes to interim financial statements.
</TABLE>
<PAGE>17
<TABLE>
Form 8
IC Designs, Inc.
Interim Statement of Cash Flows
(In thousands)
(Unaudited)
(Continued)
<CAPTION> Nine Months Ended
September 30,
1993 1992
---------- ----------
<S> <C> <C>
Reconciliation of net income to net
cash provided by operating activities:
Net income $ 2,904 $ 1,476
Adjustments to reconcile net income to
net cash provided (used) by operating
activities:
Depreciation and amortization 83 14
Changes in operating assets and
liabilities:
Accounts receivable ( 176) ( 581)
Inventory ( 203) ( 317)
Prepaid expenses ( 43) ( 18)
Accounts payable ( 219) 649
Accrued income taxes ( 741) 759
Accrued expenses 430 156
---------- ----------
Net cash provided by operating activites $ 2,035 $ 2,138
========== ==========
<FN>
See notes to interim financial statements.
</TABLE>
<PAGE>18
Form 8
IC Designs, Inc.
Notes to Interim Financial Statements
September 30, 1993
1. Interim Statements:
In the opinion of management, the accompanying unaudited
financial statements contain all adjustments (consisting
solely of normal recurring adjustments) necessary to present
fairly the financial information included therein. While IC
Designs believes that the disclosures are adequate to make the
information not misleading, it is suggested that this financial
data be read in conjunction with the audited financial
statements and notes thereto for the year ended December 31,
1992.
2. Income Taxes:
IC Designs adopted Statement of Financial Accounting Standards
No. 109 (FAS109), "Accounting for Income Taxes". The adoption
of FAS109 changes the method of accounting for income taxes
from the deferred method (APB11) to an asset and liability
approach. The impact of adopting FAS109 was not significant.
<PAGE>19
Form 8
Item 7 (b) Pro Forma Financial Information
-------------------------------
Included are the unaudited pro forma condensed
balance sheet for Cypress Semiconductor
Corporation at September 27, 1993 and the
related pro forma statement of operations for the
nine month period ended September 27, 1993. Also
included is the pro forma statement of operations
for the year ended December 28, 1992.
On October 22, 1993, the Company acquired 100% of the common stock
of IC Designs, Inc. (ICD) for $16 million cash. ICD became a
wholly owned subsidiary of the Company and the historical income
tax basis of its assets and liabilities carried over. In
connection with this acquisition, the Company also entered into
non-competition agreements ranging from one to five years with
certain directors and employees of ICD for an aggregate payment of
$4 million. In addition, a separate incentive compensation program
was established for the senior management of ICD providing for an
annual bonus pool based on ICD's future pretax profits.
The following unaudited pro forma financial information reflects
the acquisition of ICD under the purchase method of accounting.
The pro forma financial information gives effect to the acquisition
as if the transaction had taken place on September 27, 1993 for the
pro forma condensed balance sheet and the beginning of 1992 for the
pro forma condensed statements of operations.
The unaudited pro forma statements of operations are not
necessarily indicative of the operating results that would have
been achieved if the transaction had occurred on the dates
indicated and should not be construed as representative of future
operations. The historical financial statements of ICD are
included elsewhere in this filing, and the unaudited pro forma
financial information presented herein should be read in
conjunction with those financial statements and related notes.
<PAGE>20
<TABLE>
Form 8
Cypress Semiconductor Corporation
Pro Forma Balance Sheet
(In thousands)
(Unaudited)
<CAPTION> Cypress ICD Pro Forma
Sept 27, Sept 30, Adj.
1993 1993 (Note 2) Pro Forma
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
ASSETS:
- ----------------------
Current assets:
Cash and cash equivalents $ 8,543 $ 3,671 $ 12,214
Short term investments 87,530 $(20,300) 67,230
Accounts receivable,net 48,827 2,024 50,851
Other receivables 8,208 8,208
Inventories 26,481 863 27,344
Prepaid expenses and
other current assets 19,793 43 19,836
---------- --------- --------- ---------
Total current assets 199,382 6,601 (20,300) 185,683
Property, plant and
equipment, net 125,589 276 124(b) 125,989
Other non-current assets 10,728 5 10,011(c) 20,744
---------- --------- --------- ---------
$ 335,699 $ 6,882 $( 10,165) $ 332,416
========== ========= ========= =========
<FN>
See accompanying notes to pro forma financial information.
</TABLE>
<PAGE>21
<TABLE>
Form 8
Cypress Semiconductor Corporation
Pro Forma Balance Sheet
(In thousands)
(Unaudited)
(Continued)
<CAPTION> Cypress ICD Pro Forma
Sept 27, Oct 22, Adj.
1993 1993 (Note 2) Pro Forma
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
LIABILITIES AND
STOCKHOLDERS' EQUITY
- ----------------------
Current liabilities:
Accounts payable $ 25,372 $ 1,082 $ 26,454
Other accrued liabilites 15,917 735 16,652
Current obligations
under capital leases 800 800
Deferred income 8,854 8,854
Income taxes payable 6,814 6,814
---------- --------- --------- ---------
Total current
liabilities 57,757 1,817 59,574
Long-term obligations:
Deferred income taxes 2,560 $ 1,600(d) 4,160
---------- --------- --------- ---------
Total liabilities 60,317 1,817 1,600 63,734
---------- --------- --------- ---------
Minority interest 3,277 3,277
---------- --------- --------- ---------
Stockholders' equity:
Common stock 408 408
Additional paid-in
capital 201,353 629 ( 629)(e) 201,353
Retained earnings 113,601 4,406 ( 11,106)(e) 106,901
Less shares of common
stock held in
treasury, at cost ( 43,257) 30 ( 30)(e)( 43,257)
---------- --------- --------- ---------
Total stockholders'
equity 272,105 5,065 ( 11,765) 265,405
---------- --------- --------- ---------
$ 335,699 $ 6,882 $( 10,165) $ 332,416
========== ========= ========= =========
<FN>
See accompanying notes to pro forma financial information.
</TABLE>
<PAGE>22
<TABLE>
Form 8
Cypress Semiconductor Corporation
Pro Forma Statement of Operations
(In thousands, except per share data)
(Unaudited)
<CAPTION> Cypress ICD
---------- ---------
Nine Months Ended Pro Forma
Sept 27, Oct 22, Adj.
1993 1993 (Note 3) Pro Forma
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 221,500 $ 12,768 $ 234,268
---------- --------- --------- ---------
Costs and expenses:
Cost of revenues 132,161 5,767 $ 1,853(a) 139,781
Research and development 38,586 733 39,319
Marketing, general and
administrative 34,087 1,938 276(b) 36,301
Restructuring and other
non-recurring costs ( 408) ( 408)
---------- --------- --------- ---------
Total operating costs
and expenses 204,426 8,438 2,129 214,993
---------- --------- --------- ---------
Operating income 17,074 4,330 ( 2,129) 19,275
Interest expense
Interest income and other 1,881 92 ( 510)(c) 1,463
---------- --------- --------- ---------
Income before income taxes
and extraordinary item 18,955 4,422 ( 2,639) 20,738
Provision for income taxes 6,824 1,518 ( 768)(d) 7,574
---------- --------- --------- ---------
Income before extraordinary
item $ 12,131 $ 2,904 $( 1,871) $ 13,164
========== ========= ========= =========
Income before extraordinary
item per share $ 0.32 $ 0.35
========== =========
Average common shares and
equivalents outstanding 38,057 38,057
========== =========
<FN>
See accompanying notes to pro forma financial information.
</TABLE>
<PAGE>23
<TABLE>
Form 8
Cypress Semiconductor Corporation
Pro Forma Statement of Operations
(In thousands, except per share data)
(Unaudited)
<CAPTION> Cypress ICD
Year Ended Pro Forma
Dec 28, Dec 31, Adj.
1992 1992 (Note 3) Pro Forma
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 272,242 $ 10,784 $ 283,026
---------- --------- --------- ---------
Cost and expenses:
Cost of revenues 158,159 4,838 $ 2,534(a) 165,531
Research and
development 64,951 732 65,683
Marketing, general and
administrative 45,068 1,586 214(b) 46,868
Restructuring and other
nonrecurring costs 39,700 39,700
---------- --------- --------- ---------
Total operating costs
and expenses 307,878 7,156 2,748 317,782
---------- --------- --------- ---------
Operating income (loss) ( 35,636) 3,628 ( 2,748) ( 34,756)
Interest expense ( 440) ( 61) ( 501)
Interest income and other 3,148 ( 924)(c) 2,224
---------- --------- --------- ---------
Income (Loss) before
income taxes and
extraordinary item ( 32,928) 3,567 ( 3,672) ( 33,033)
Provision for (Benefit of)
income taxes ( 11,918) 1,223 ( 1,190)(d) ( 11,885)
---------- --------- --------- ---------
Income (loss) before
extraordinary item $( 21,010)$ 2,344 $( 2,482) $( 21,148)
========== ========= ========= =========
Net (loss) before
extraordinary item
per share $( 0.56) $( 0.57)
========== =========
Average common shares
and equivalents
outstanding 37,257 37,257
========== =========
<FN>
See accompanying notes to pro forma financial information.
</TABLE>
<PAGE>24
Form 8
Cypress Semiconductor Corporation
Notes to Pro Forma Financial Information
(In thousand)
(Unaudited)
NOTE 1. THE ACQUISITION
The total purchase price aggregates $20,300 (including
$300 of direct acquisition cost). The purchase price
has been allocated to ICD's assets and liabilities based on
the book value of ICD's current assets and liabilities, which
management believes approximates their fair value, and
independent appraisal for all other identifiable tangible and
intangible assets. The excess purchase price over the fair
value of identifiable assets and liabilities of $2,011
is recorded as goodwill.
Cash and short-term investments $ 3,671
Accounts receivable 2,024
Inventory 863
Other assets 48
Property and equipment 400
Completed technology 4,000
In-process technology 11,000
Covenants-not-to-compete 4,000
Goodwill 2,011
Accounts payable ( 1,082)
Other accrued liabilities ( 735)
Deferred taxes ( 5,900)
----------
$ 20,300
==========
2. ADJUSTMENTS TO BALANCE SHEET
(a) To reduce short-term investments for the purchase price.
(b) To increase the book value of certain property and equipment
to their fair market value:
Estimated fair value $ 400
Less historical book value ( 276)
----------
Increase $ 124
==========
<PAGE>25
Form 8
Cypress Semiconductor Corporation
Notes to Pro Forma Financial Information
(In thousands)
(Unaudited)
(Continued)
(c) To record intangible assets acquired at their fair value:
Completed technology $ 4,000
In-process technology of
$11,000 charged to expense --
Covenants-not-to-compete 4,000
Goodwill 2,011
----------
$ 10,011
==========
(d) To record deferred taxes for temporary differences related
to the step-up in identifiable tangible and intangible
assets (exclusive of $4,300 of deferred taxes related to the
step-up in in-process technology charged to expense).
(e) To reflect one-time charge for the fair value of in-process
technology (net of deferred taxes) and elimination of ICD
historical stockholder's equity:
One-time charge of $11,000 for
in-process technology (net of
deferred taxes of $4,300) $ 6,700
Elimination of ICD's equity 5,065
----------
$ 11,765
==========
NOTE 3: ADJUSTMENTS TO STATEMENTS OF OPERATIONS
(a) To reflect amortization and depreciation on step-up in ICD
assets over the following estimated lives:
Property and equipment 2-4 years
Completed technology 3-5 years
Covenants-not-to-compete 1-5 years
Goodwill 5 years
(b) To reflect additional costs of ICD senior management
incentive compensation program.
(c) To reduce investment income for the estimated earnings
on funds used to acquire ICD.
<PAGE>26
Form 8
Cypress Semiconductor Corporation
Notes to Pro Forma Financial Information
(In thousands)
(Unaudited)
(Continued)
(d) To adjust the provision (benefit) for income taxes to the
estimated consolidated income tax provision (benefit).
ICD's benefit for NOL carryforward utilization has been
eliminated because it is nonrecurring.
(e) The one-time charge to expense for the fair value of
in-process technology has been excluded from the pro forma
statement of operations because it is nonrecurring.
<PAGE>27
Form 8
Signature
---------------
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
CYPRESS SEMICONDUCTOR CORPORATION
Dated: January 5, 1994 By: Patrick Verderico
--------------------- ---------------------
Patrick Verderico
Chief Financial Officer
and Vice President, Finance
and Administration
<PAGE>28
Form 8
Cypress Semiconductor Corporation
Form 8
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INDEX TO EXHIBITS
Exhibit No. Description Page
- ------------- ----------------------------------- --------
23 Consent of Independent Accountants 29
<PAGE>29
Form 8
Consent of Independent Accountants
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We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 (No. 33-8847, No. 33-28124,
No. 33-34310, No. 33-41196, No. 33-49756, No. 33-66558, and
No. 33-68594) of Cypress Semiconductor Corporation of our report
dated February 12, 1993 relating to the financial statements of
IC Designs, Inc., which appears on pages 4-13 in the Current Report
Form 8-K of Cypress Semiconductor Corporation dated October 22,
1993, as amended January 5, 1994.
Thompson & Kittoe
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Thompson & Kittoe
