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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended January 2, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission file number: 1-10079
CYPRESS SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its chapter)
Delaware 94-2885898
(State or other jurisdiction of (I.R.S. Employer
incorporating or organization) Identification No.)
3901 North First Street, San Jose, California 95134-1599
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (408) 943-2600
---------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 par value per share
Securities registered pursuant to Section 12(g) of the Act:
None
---------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
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The aggregate market value of the voting stock held by non-affiliates of
the Registrant (based on the closing sale price of the Common Stock reported
on the New York Stock Exchange on February 24, 1995) was approximately
$1,066,523,346. For purposes of this determination, shares of Common Stock
held by each officer and director and by each person who owns more than 5% or
more of the outstanding Common Stock have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes. The number of
outstanding shares of the Registrant's Common Stock as of the close of business
on February 24, 1995 was 39,500,968.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's definitive Proxy Statement for the 1995 Annual Meeting of
Stockholders is incorporated by reference in Part III of the Form 10-K to the
extent stated herein.
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EXPLANATORY NOTE
This Form 10-K/A, Amendment No. 1 to the Annual Report on Form 10-K for the
fiscal year ended January 2, 1995 (the "Form 10-K"), is being filed solely for
the purpose of restating Item 14 in order to include Exhibit 10.2(1)(5)
therein. (Exhibit 10.2(1)(5) was correctly filed with the Form 10-K.) All
other portions of the Form 10-K remain unchanged.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this report:
(1) FINANCIAL STATEMENTS PAGE
-------------------- ----
Consolidated Balance Sheets at January 2, 1995 and January 3, 1994 12
Consolidated Statements of Operations for the three years ended
January 2, 1995 13
Consolidated Statements of Stockholders' Equity for the three
years ended January 2, 1995 14
Consolidated Statements of Cash Flows for the three years ended
January 2, 1995 15
Notes to Consolidated Financial Statements 16
Report of Independent Accountants 26
(2) FINANCIAL STATEMENT SCHEDULES PAGE
----------------------------- ----
Report of Independent Accountants on Financial Statements Schedule
for the three years ended January 2, 1995 F-1
II Valuation and qualifying accounts and reserves F-2
All other schedules are omitted because they are not applicable or
the required information is shown in the financial statements or notes thereto.
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(3) EXHIBITS
EXHIBIT
NUMBERS DESCRIPTION
- - ----------- ------------------------------------------------------------------
3.1(1) Restated Certificate of Incorporation, as amended.
3.2(2) Certificate of Amendment of Restated Certificate of Incorporation,
as amended.
3.3(1) Bylaws, as amended.
10.1(3)(5) 1985 Incentive Stock Option Plan, and forms of Incentive Stock
Option Agreement and Nonstatutory Option Agreement, as amended.
10.2(1)(5) Form of Indemnification Agreement.
10.3(2)(5) 1988 Directors' Stock Option Plan and form of Agreement, as
amended.
10.4(4)(5) Bialek consulting agreement, dated October 28, 1993.
10.5(4)(5) 1994 Stock Option Plan.
10.6(5) Employee Qualified Stock Purchase Plan, as amended.
10.7 Indenture dated March 15, 1994 between the Company and the First
National Bank of Boston.
10.8 Lease Agreement dated December 29, 1994 between the Company and
Sumitomo Bank Leasing and Finance, Inc.
10.9 Lease dated September 1, 1994 between the Company and BNP Leasing
Corporation.
10.10(5) Cypress Semiconductor Corporation 1995 Key Employee Bonus Plan
Agreement.
10.11(5) Loan agreement for J. Daniel McCranie.
10.12(5) Relocation agreement for Lothar Maier.
21.1 Subsidiaries of the Company.
23.1 Consent of Independent Accountants.
24.1 Power of Attorney (See page 32).
27 Financial Data Schedule.
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(1) Previously filed as exhibits to Registration Statement on Form S-1
(No. 33-12153) which became effective on March 4, 1987 and incorporated
herein by reference.
(2) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1990.
(3) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 28, 1992.
(4) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended January 3, 1994.
(5) Management compensatory plan, contract or arrangement.
(b) Reports on Form 8-K
None.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of San Jose and State of California on April 11, 1995.
CYPRESS SEMICONDUCTOR CORPORATION
By: /s/ EMMANUEL HERNANDEZ
----------------------------------
Emmanuel Hernandez
Vice President, Finance and
Administration, Chief Financial
Officer and Secretary
