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WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
TELEPHONE: (415) 493-9300
March 17, 1994
The Securities and Exchange Commission
450 Fifth St. NW
Washington, D.C. 20549
Re: Cypress Semiconductor Corporation
CIK NUMBER - 0000791915
Current Report on Form 8-K
Ladies and Gentlemen:
On behalf of Cypress Semiconductor Corporation (the "Company") and
in accordance with Regulation S-T, we have submitted herewith in electronic
format via EDGAR one copy of a Current Report on Form 8-K of the Company
including the Exhibit thereto.
Pursuant to Rule 901(d) of Regulation S-T, by copy of this
correspondence the Company has submitted to the Commission on conforming
paper format copy of this electronic filing.
Please direct all questions concerning the enclosed materials to the
undersigned.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
/s/ DON S. WILLIAMS
Don S. Williams
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 1994
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CYPRESS SEMICONDUCTOR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-10079 94-2885898
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(State or other (Commission (IRS Employer
juristdiction of File Number)
Identification
incorporation No.)
3901 North First Street, San Jose, California 95134-1599
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(Address of principal executive offices)
Registrant's telephone number, including area code (408)943-2600
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On March 4, 1994, Cypress Semiconductor Corporation (the
"Registrant") gave public notice of its intention, subject to
market and other conditions, to raise up to $1000,000,000 through
an offering of convertible subordinated notes not registered or
required to be registered under the Securities Act of 1933, as
amended. Attached as Exhibit 99.1 to this Current Report on From
8-K is the text of the notice of the proposed offering given by
the Registrant on March 4, 1994.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Text of Press Release dated March 4, 1994.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date: March 17, 1994 CYPRESS SEMICONDUCTOR CORPORATION
/s/ EMMANUEL HERNANDEZ
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Emmanuel Hernandez, Vice President,
Finance and Administration, and
Chief Financial Office
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INDEX TO EXHIBITS
Exhibit
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99.1 Text of Press Release dated March 4, 1994.
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NEWS RELEASE
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Analyst contact:
Manny Hernandez
VP, Finance & Administration
(408) 943-2754
Press contact:
John Hamburger
Director, Corp. Communications
(408) 943-2902
CYPRESS SEMICONDUCTOR CORPORATION
CYPRESS RULE 144 PLACEMENT
SAN JOSE, CALIFORNIA, MARCH 4, 1994 . . . CYPRESS SEMICONDUCTOR
CORP. (NYSE: CY) announced today that it intends, subject to
market and other conditions, to raise up to $100 million in the
private placement of convertible subordinated debentures. The
company said that it intends to use the proceeds to add needed
capacity by adding its fourth water fabrication plant to its
Bloomington, Minnesota facility which currently houses its third
water fabrication plant. It is contemplated that the debentures
will be convertible into Cypress Common Stock. No other terms
were disclosed.
The securities to be offered will not be registered under the
Securities Act of 1933, as amended, or applicable state
securities laws, and may not be offered or sold absent
registration under the Securities Act and applicable state
securities laws or available exemptions from registration
requirements.
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Cypress Semiconductor Corporation designs and manufactures a
broad range of high-performance integrated circuits, including
programmable logic devices (PLDs), field-programmable gate arrays
(FPGAs), static RAM and PROM memories, data communications
products, programmable clock oscillators, high-speed logic and
multichip modules. Cypress shares are traded on the New York
Stock Exchange. Corporate headquarters are located in San Jose,
California.
