<PAGE>1
As filed with the Securities and Exchange Commission on May 8, 1995
Registration No. 33-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CYPRESS SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-2885898
(State of Incorporation) (I.R.S. Employer Identification No.)
3901 North First Street
San Jose, California 95134
(Address of principal executive office
--------------------------------------
EMPLOYEE QUALIFIED STOCK PURCHASE 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:
Marcia Kemp Sterling, Esq.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Telephone: (415) 493-9300
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================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Maximum Offering Aggregate Amount of
Title of Securities Amount to be Price Offering Registration
to be Registered Registered Per Share(1) Price(1) Fee(2)
- --------------------------------------------------------------------------------
Common Stock,
$.01 Par Value
- Employee Qualified Stock
Purchase Plan 1,000,000 shs. $24.49 $24,490,000.00 $8,444.89
TOTAL . . . . . . . . 1,000,000 shs. $24,490,000.00 $8,444.89
================================================================================
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based on eighty five percent of the
average of the high and low sale prices of the Company's Common Stock as
reported on the New York Stock Exchange on May 2, 1995.
(2) Amount of Registration Fee was calculated pursuant to Section 6(b) of the
Securities Act of 1933, which states that the fee shall be "one-twenty
ninth 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.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
January 2, 1995 filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act").
2. 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 1934 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 COUNCEL.
Not applicable.
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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.
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
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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, part-
nership, 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.
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 success-
ful 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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number
---------
4.1 Employee Qualified Stock Purchase Plan and form of
agreement thereunder.
5.1 Opinion of counsel as to legality of securities being
registered.
24.1 Consent of Independent Accountants (see p. 10).
24.2 Consent of Counsel (contained in Exhibit 5.1).
25.1 Power of Attorney (see p. 9).
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.
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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.
(2) 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 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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.
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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 under-
signed, thereunto duly authorized, in the City of San Jose, State of California,
on this 5th day of May, 1995.
CYPRESS SEMICONDUCTOR CORPORATION
By: /s/ T.J. RODGERS
---------------------------------
T.J. Rodgers, President,
Chief Executive Officer and
Director (Principal Executive
Officer)
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POWER OF ATTORNEY
Each of the officers and directors of Cypress Semiconductor Corporation
whose signatures 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 report has
been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
- --------------------------- ------------------------------------ -------------
/s/ T.J. RODGERS President, Chief Executive May 5, 1995
- ------------------------- Officer and Director
T.J. Rodgers (Principal Executive Officer)
/s/ EMMANUEL HERNANDEZ Chief Financial Officer, May 5, 1995
- ------------------------- Vice President, Finance
Emmanuel Hernandez and Administration (Principal
Financial and Accounting Officer)
/s/ PIERRE R. LAMOND Director May 5, 1995
- -------------------------
Pierre R. Lamond
/s/ JOHN C. LEWIS Director May 5, 1995
- -------------------------
John C. Lewis
/s/ FRED B. BIALEK Director May 5, 1995
- -------------------------
Fred B. Bialek
/s/ ERIC A. BENHAMOU Director May 5, 1995
- -------------------------
Eric A. Benhamou
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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, 1995 appearing on page 26
of Cypress Semiconductor Corporation's Annual Report on Form 10-K for the year
ended January 2, 1995. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on page F-1 of such
Annual Report on Form 10-K.
/s/ PRICE WATERHOUSE LLP
- ---------------------------------
PRICE WATERHOUSE LLP
San Jose, CA
May 5, 1995
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<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________________________________________
EXHIBITS
________________________________________________________________________________
REGISTRATION STATEMENT ON FORM S-8
CYPRESS SEMICONDUCTOR CORPORATION
<PAGE>2
INDEX TO EXHIBITS
Exhibit No. Description
- ------------- -----------------------------------------------------
4.1 Employee Qualified Stock Purchase Plan.
(and form of agreement thereunder)
5.1 Opinion of counsel as to legality of
securities being registered.
24.1 Consent of Independent Accountants (see p. 10).
24.2 Consent of Counsel (contained in Exhibit 5.1).
25.1 Power of Attorney (see p. 9).
<PAGE>1
EXHIBIT 4.1
CYPRESS SEMICONDUCTOR CORPORATION
EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
The following constitute the provisions of the Employee Stock Purchase Plan
(herein called the "Plan")* of Cypress Semiconductor Corporation (herein called
the "Company").
1. PURPOSE.
The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of
the Company through accumulated payroll deductions. It is the
intention of the Company to have the Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Internal Revenue Code of 1986,
as amended. The provisions of the Plan shall, accordingly, be
construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
2. DEFINITIONS.
(a) "ACT" shall mean the Securities Exchange Act of 1934, as amended.
(b) "BOARD" shall mean the Board of Directors of the Company.
(c) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(d) "COMMON STOCK" shall mean the Common Stock, no par value, of the
Company.
(e) "COMPANY" shall mean Cypress Semiconductor Corporation, a Delaware
corporation.
(f) "COMPENSATION" shall mean all regular straight time earnings,
payments for overtime, shift premium, incentive compensation,
incentive payments, bonuses and commissions (except to the extent
that the exclusion of any such items for all participants is
specifically directed by the Board or its committee).
- -------------------------------
* As amended effective January 25, 1995.
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<PAGE>2
(g) "CONTINUOUS STATUS AS AN EMPLOYEE" shall mean the absence of any
interruption or termination of service as an Employee.
Continuous Status as an Employee shall not be considered
interrupted in the case of a leave of absence agreed to in
writing by the Company, provided that such leave is for a period
of not more than 90 days or reemployment upon the expiration of
such leave is guaranteed by contract or statute.
(h) "DESIGNATED SUBSIDIARIES" shall mean the Subsidiaries which have
been designated by the Board from time to time in its sole
discretion as eligible to participate in the Plan.
(i) "EMPLOYEE" shall mean any person, including an officer, who is
customarily employed for at least twenty (20) hours per week and
more than five (5) months in a calendar year for at least three
(3) months by the Company or one of its Designated Subsidiaries.
(j) "EXERCISE DATE" shall mean the date one day prior to the date six
(6) months, twelve (12) months, eighteen (18) months or twenty-
four (24) months after the Offering Date of each Offering Period.
(k) "EXERCISE PERIOD" shall mean a period commencing on an Offering
Date or on the day after an Exercise Date and terminating one day
prior to the date six (6) months later.
(l) "OFFERING PERIOD" shall mean a period of twenty-four (24) months
consisting of four (4) six-month Exercise Periods during which
options granted pursuant to the Plan may be exercised.
(m) "OFFERING" shall mean the first day of each Offering Period
of the Plan.
(n) "PLAN" shall mean this Employee Qualified Stock Purchase Plan.
(o) "SUBSIDIARY" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the
Company or a Subsidiary, whether or not such corporation now
exists or is hereafter organized or acquired by the Company or a
Subsidiary.
3. ELIGIBILITY.
(a) Any Employee as defined in paragraph 2 who shall be employed by
the Company on the date his participation in the Plan is effective
shall be eligible to participate in the Plan, subject to
limitations imposed by Section 423(b) of the Code.
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(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if,
immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to
Section 425(d) of the Code) would own stock and/or hold
outstanding options to purchase stock possessing five percent (5%)
or more of the total combined voting power or value of all classes
of stock of the Company or of any subsidiary of the Company, or
(ii) which permits his rights to purchase stock under all employee
stock purchase plans of the Company and its subsidiaries to accrue
at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of
fair market value of such stock determined at the time such option
is granted) for each calendar year in which such option is
outstanding at any time.
4. OFFERING PERIODS.
The plan shall be implemented by twenty-four (24) month Offering
Periods beginning every six (6) months. The Plan shall continue
thereafter until terminated in accordance with paragraph 20 hereof.
Subject to the requirements of paragraph 20, the Board of Directors of
the Company shall have the power to change the duration of Offering
Periods with respect to future offerings without shareholder approval
if such change is announced at least fifteen (15) days prior to the
scheduled beginning of the first offering period to be affected.
5. PARTICIPATION.
(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deduction
on the form provided by the Company and filing it with the
Company's payroll office prior to the applicable Offering Date,
unless a later time for filing the subscription agreement is set
by the Board for all eligible Employees with respect to a given
offering.
(b) Payroll deductions for a participant shall commence on the first
payroll following the Offering Date and shall end on the Exercise
Date of the offering to which such authorization is applicable,
unless sooner terminated by the participant as provided in
paragraph 11.
6. PAYROLL DEDUCTIONS.
(a) At the time a participant files his subscription agreement, he
shall elect to have payroll deductions made on each payday during
the Offering Period in amounts from two (2%) to ten percent (10%)
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of the Compensation which he received on the payday immediately
preceding the Offering Date. The aggregate of such payroll
deductions during any Offering Period shall not exceed ten percent
(10%) of his aggregate Compensation during said offering period.
(b) All payroll deductions made by a participant shall be credited to
his account under the Plan. A participant may not make any
additional payments into such account.
(c) A participant may discontinue his participation in the Plan as
provided in paragraph 11, or may decrease or increase the rate or
amount of his payroll deductions during the Offering Period
(within the limitations of paragraph 6(a)) by completing and
filing with the Company a new subscription agreement authorizing a
change in the rate or amount of payroll deductions; provided,
however, that a participant may not change the rate or amount of
his payroll deductions more than two (2) times in any one calendar
year. The change in rate shall be effective fifteen (15) days
following the Company's receipt of the new authorization. Subject
to the limitations of paragraph 6(a), a participant's subscription
agreement shall remain in effect for successive Offering Periods
unless revised as provided herein or terminated as provided in
paragraph 11.
(d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and paragraph 3(b) herein, a
participant's payroll deductions may be decreased to 0% at such
time during any Exercise Period which is scheduled to end during
the current calendar year that the aggregate of all payroll
deductions accumulated with respect to such Exercise Period and
any other Exercise Period ending within the same calendar year
equal $21,250. Payroll deductions shall recommence at the rate
provided in such participant's subscription agreement at the
beginning of the first Exercise Period which is scheduled to end
in the following calendar year, unless terminated by the
participant as provided in paragraph 11.
7. GRANT OF OPTION.
(a) On the Offering Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an
option to purchase on each Exercise Date during such Offering
Period a number of shares of the Company's Common Stock determined
by dividing such Employee's payroll deductions accumulated prior
to such Exercise Date and retained in the Participant's account as
of the Exercise Date by the lower of (i) eighty-five percent (85%)
of the fair market value of a share of the Company's Common Stock
on the Offering Date or (ii) eighty-five percent (85%) of the fair
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market value of a share of the Company's Common Stock on the
Exercise Date; provided, however, that the maximum number of
Shares an Employee may purchase during each Offering Period shall
be determined at the Offering Date by dividing $100,000 by the
fair market value of a share of the Company's Common Stock on the
Offering Date, and provided further that such purchase shall be
subject to the limitations set forth in paragraphs 3(b) and 13
hereof. Exercise of the option shall occur as provided in
paragraph 8, unless the participant has withdrawn pursuant to
paragraph 11, and shall expire on the last day of the Offering
Period. Fair market value of a share of the Company's Common
Stock shall be determined as provided in paragraph 7(b) herein.
(b) The option price per share of the shares offered in a given
Exercise Period shall be the lower of: (i) eighty-five percent
(85%) of the fair market value of a share of the Common Stock of
the Company on the Offering Date; or (ii) eighty-five percent
(85%) of the fair market value of a share of the Common Stock of
the Company on the Exercise Date. The fair market value of the
Company's Common Stock on a given date shall be determined by the
Board in its discretion; provided, however, that where there is a
public market for the Common Stock, the fair market value per
share shall be the closing price of the Common Stock for such date
on the New York Stock Exchange or on such other stock exchange as
the Company's Common Stock may be traded or, if not traded on a
stock exchange, as reported by the NASDAQ National Market System,
or, in the event the Common Stock is not listed on a stock
exchange or NASDAQ's National Market System, the fair market value
per share shall be the mean of the bid and asked prices of the
Common Stock reported for such date in over-the-counter trading.
8. EXERCISE OF OPTIONS.
Unless a participant withdraws from the Plan as provided in paragraph
11, his option for the purchase of shares will be exercised
automatically on each Exercise Date of the Offering Period, and the
maximum number of full shares subject to option shall be purchased for
such participant at the applicable option price with the accumulated
payroll deductions in his account. Any amount remaining in the
participant's account after an Exercise Date shall be held in the
account until the next Exercise Date of the Offering Period, unless the
Offering Period has been oversubscribed or has terminated with such
Exercise Date, in which case such amount shall be refunded to the
participant. During a participant's lifetime, a participant's option
to purchase shares hereunder is exercisable only by him.
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<PAGE>6
9. DELIVERY.
As promptly as practicable after the Exercise Date of each Exercise
Period, the Company shall arrange the delivery to each participant, as
appropriate, of a certificate representing the shares purchased upon
exercise of his option. Any cash remaining to the credit of a
participant's account under the Plan after a purchase by him of shares
at the termination of each Exercise Period which is insufficient to
purchase a full share of Common Stock of the Company shall be applied
to the participant's account for the next Exercise Period.
10. AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD.
In the event that the fair market value of the Company's Common Stock
is lower on an Exercise Date than it was on the first Offering Date for
that Offering Period, all Employees participating in the Plan on the
Exercise Date shall be deemed to have withdrawn from the Offering
Period immediately after the exercise of their option on such Exercise
Date and to have enrolled as participants in a new Offering Period
which begins on or about the day following such Exercise Date. A
participant may elect to remain in the previous Offering Period by
filing a written statement declaring such election with the Company
prior to the time of the automatic change to the new Offering Period.
11. WITHDRAWAL; TERMINATION OF EMPLOYMENT.
(a) A participant may withdraw all but not less than all the payroll
deductions credited to his account and not yet used to exercise
his option under the Plan at any time by giving written notice to
the Company. All of the participant's payroll deductions credited
to his account will be paid to such participant promptly after
receipt of notice of withdrawal and such participant's option for
the Offering Period will be automatically terminated, and no
further payroll deductions for the purchase of shares will be made
during the Offering Period. If a participant withdraws from an
Offering Period, payroll deductions will not resume at the
beginning of the succeeding Offering Period unless the participant
delivers to the Company a new subscription agreement. Except for
deemed withdrawals under paragraph 10, a participant who withdraws
from the Plan may not enroll to participate in a subsequent
Offering Period for at least six (6) months.
(b) Upon termination of the participant's Continuous Status as an
Employee prior to an Exercise Date for any reason, including
retirement or death, the payroll deductions credited to such
participant's account during the Offering Period but not yet used
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<PAGE>7
to exercise the option will be returned to such participant or, in
the case of his death, to the person or persons entitled thereto
under paragraph 15, and such participant's option will be
automatically terminated.
(c) In the event an Employee fails to remain in Continuous Status as
an Employee of the Company for at least twenty (20) hours per week
during an Offering Period in which the Employee is a participant,
he will be deemed to have elected to withdraw from the Plan and
the payroll deductions credited to his account will be returned to
such participant and such participant's option terminated.
(d) A participant's withdrawal from an Offering Period will not have
any effect upon his eligibility to participate in any similar plan
which may hereafter be adopted by the Company or in succeeding
Offering Periods which commence after the termination of the
Offering Period from which the participant withdraws.
(e) A participant's withdrawal from an offering will not have any
effect upon his eligibility to participate in any similar plan
which may hereafter be adopted by the Company.
12. INTEREST.
No interest shall accrue on the payroll deductions of a participant in
the Plan.
13. STOCK.
(a) The maximum number of shares of the Company's Common Stock which
shall be made available for sale under the Plan shall be 3,800,000
shares, subject to adjustment upon changes in capitalization of
the Company as provided in paragraph 19. If the total number of
shares which would otherwise be subject to options granted
pursuant to paragraph 7(a) hereof on the Exercise Date exceeds the
number of shares then available under the Plan (after deduction of
all shares for which options have been exercised or are then
outstanding), the Company shall make a pro rata allocation of the
shares remaining available for option grant is as uniform a manner
as shall be practicable and as it shall determine to be equitable.
In such event, the Company shall give written notice of such
reduction of the number of shares subject to the option to each
Employee affected thereby and shall similarly reduce the rate of
payroll deductions, if necessary.
(b) The participant will have no interest or voting right in shares
covered by his option until such option has been exercised.
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<PAGE>8
(c) Shares to be delivered to a participant under the Plan will be
registered in the name of the participant or in the name of the
participant and his spouse.
14. ADMINISTRATION.
The Plan shall be administered by the Board of Directors of the Company
or a committee appointed by the Board. The administration,
interpretation or application of the Plan by the Board or its committee
shall be final, conclusive and binding upon all participants. Members
of the Board who are eligible Employees are permitted to participate in
the Plan, provided that:
(a) Members of the Board who are eligible to participate in the Plan
may not vote on any matter affecting the administration of the
Plan or the grant of any option pursuant to the Plan.
(b) If a Committee is established to administer the Plan, no member of
the Board who is eligible to participate in the Plan may be a
member of the Committee.
15. DESIGNATION OF BENEFICIARY.
(a) A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's
account under the Plan in the event of such participant's death
subsequent to the end of the Offering Period but prior to delivery
to him of such shares and cash. In addition, a participant may
file a written designation of a beneficiary who is to receive any
cash from the participant's account under the Plan in the event of
such participant's death prior to the Exercise Date of the
Offering Period.
(b) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated
under the Plan who is living at the time of such participant's
death, the Company shall deliver such shares and/or cash to the
executor or administrator of the estate of the participant, or if
no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may
deliver such shares and/or cash to the spouse or to any one or
more dependents or relatives of the participant, or if no spouse,
dependent or relative is known to the Company, then to such other
person as the Company may designate.
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<PAGE>9
16. TRANSFERABILITY.
Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an option or to receive shares
under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and
distribution or as provided in paragraph 15 hereof) by the participant.
Any such attempt at assignment, transfer, pledge or other disposition
shall be without effect, except that the Company may treat such act as
an election to withdraw funds in accordance with paragraph 11.
17. USE OF FUNDS.
All payroll deductions received or held by the Company under the Plan
may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate such payroll deductions.
18. REPORTS.
Individual accounts will be maintained for each participant in the
Plan. Statements of account will be given to participating Employees
promptly following the Exercise Date, which statements will set forth
the amounts of payroll deductions, the per share purchase price, the
number of shares purchased and the remaining cash balance, if any.
19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
Subject to any required action by the shareholders of the Company, the
number of shares of Common Stock covered by each option under the Plan
which has not yet been exercised and the number of shares of Common
Stock which have been authorized for issuance under the Plan but have
not yet been placed under option (collectively, the "Reserves") as well
as the price per share of Common Stock covered by each option under the
Plan which has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of
Common Stock resulting from a stock split or the payment of a stock
dividend (but only on the Common Stock) or any other increase or
decrease in the number of shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be
deemed to have been "effected without receipt of consideration". Such
adjustment shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive. Except as expressly
provided herein, no issue by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class,
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<PAGE>10
shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an
option.
In the event of the proposed dissolution or liquidation of the Company,
the offering period will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the
Board. In the event of a proposed sale of all or substantially all of
the assets of the Company, or the merger of the Company with or into
another corporation, each option under the Plan shall be assumed or an
equivalent option shall be substituted by such successor corporation or
a parent or subsidiary of such successor corporation, unless the Board
determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, that the participant shall have the right
to exercise the option as to all of the option stock, including shares
as to which the option would not otherwise be exercisable. If the
Board makes an option fully exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Board
shall notify the participant that the option shall be fully exercisable
for a period of thirty (30) days from the date of such notice, and the
option will terminate upon the expiration of such period.
The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as
the price per share of Common Stock covered by each outstanding option,
in the event that the Company effects one or more reorganizations,
recapitalizations, rights offerings or other increases or reductions of
shares of its outstanding Common Stock, and in the event of the Company
being consolidated with or merged into any other corporation.
20. AMENDMENT OR TERMINATION.
The Board of Directors of the Company may at any time terminate or
amend the Plan. No such termination can affect options previously
granted, nor may an amendment make any change in any option theretofore
granted which adversely affects the rights of any participant. In
addition, to the extent necessary to comply with Rule 16b-3 under the
Act or under Section 423 of the Code (or any successor rule or
provision or any other applicable law or regulation), the Company shall
obtain shareholder approval in such a manner and to such a degree as so
required.
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<PAGE>11
21. NOTICES.
All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the
location, or by the person, designated by the Company for the receipt
thereof.
22. SHAREHOLDER APPROVAL.
Continuance of the Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months before or after
the date the Plan is adopted. Such shareholder approval shall be
obtained in the degree and manner required under the General
Corporation Law of the State of Delaware.
23. CONDITIONS UPON ISSUANCE OF SHARES.
Shares shall not be issued with respect to an option unless the
exercise of such option and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law,
domestic or foreign, including, without limitation, the Securities Act
of 1933, as amended, the Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the
shares may then be listed, and shall be further subject to the approval
of counsel for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable
provisions of law.
24. TERM OF PLAN.
The Plan shall be come effective upon the earlier to occur of its
adoption by the Board of Directors or its approval by the shareholders
of the Company as described in paragraph 22. It shall continue for a
term of twenty (20) years unless sooner terminated under paragraph 20.
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<PAGE>12
CYPRESS SEMICONDUCTOR CORPORATION
EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
_____ Original Application Date: ____________
_____ Change in Payroll
Deduction Rate
_____ Change of Beneficiary
1. ____________________ hereby elects to participate in the Cypress
Semiconductor Corporation Employee Qualified Stock Purchase Plan (the "Stock
Purchase Plan") and subscribes to purchase shares of the Company's Common
Stock, with par value $.01, in accordance with this Subscription Agreement
and the Stock Purchase Plan.
2. I hereby authorize payroll deductions from each paycheck in the amount of
_____% of my Compensation (not less than 2% nor more than 10%) on each
payday during the Offering Period in accordance with the Stock Purchase
Plan. Such deductions are to continue for succeeding Offering Periods until
I give written instructions for a change in or termination of such
deductions.
3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable purchase price
determined in accordance with the Stock Purchase Plan. I further understand
that, except as otherwise set forth in the Stock Purchase Plan, shares will
be purchased for me automatically on each Exercise Date of the Offering
Period unless I otherwise withdraw from the Stock Purchase Plan by giving
written notice to the Company for such purpose.
4. Shares purchased for me under the Stock Purchase Plan should be issued in
the name(s) of:
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
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<PAGE>13
5. I understand that if I dispose of any shares received by me pursuant to the
Stock Purchase Plan within two years after the Offering Date (the first day
of the Offering Period during which I purchased such shares) or within one
year after the date on which such shares were delivered to me, I may be
treated for federal income tax purposes as having received ordinary income
at the time of such disposition in an amount generally measured as the
excess of the fair market value of the shares at the time such shares were
delivered to me over the price which I paid for the shares, and that I may
be required to provide income tax withholding on that amount. I HEREBY
AGREE TO NOTIFY THE COMPANY IN WRITING WITHIN 30 DAYS AFTER THE DATE OF ANY
SUCH DISPOSITION. However, if I dispose of such shares at any time after
the expiration of the two-year and one-year holding periods, I understand
that I will be treated for federal income tax purposes as having received
income only at the time of such disposition, and that such income will be
taxed as ordinary income only to the extent of an amount equal to the lesser
of (1) the excess of the fair market value of the shares at the time of such
disposition over the purchase price which I paid for the shares under the
option, or (2) the excess of the fair market value of the shares over the
option price, measured as if the option had been exercised on the Offering
Date. The remainder of the gain, if any, recognized on such disposition
will be taxed as capital gains.
6. I have received a copy of the Company's most recent prospectus which
describes the Stock Purchase Plan and a copy of the complete "Cypress
Semiconductor Employee Qualified Stock Purchase Plan." I understand that my
participation in the Stock Purchase Plan is in all respects subject to the
terms of the Plan.
7. I hereby agree to be bound by the terms of the Stock Purchase Plan. The
effectiveness of this Subscription Agreement is dependent upon my
eligibility to participate in the Stock Purchase Plan.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Stock
Purchase Plan:
NAME: (Please print) _______________________________________________
(First) (Middle) (Last)
_______________________________________________
(Address)
_______________________________________________
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<PAGE>14
NAME: (Please print) _______________________________________________
(First) (Middle) (Last)
_______________________________________________
(Address)
_______________________________________________
Employee's Social
Security Number: _______________________________________________
Employee's Address:* _______________________________________________
_______________________________________________
_______________________________________________
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Date: _______________________ ___________________________________
Signature of Employee
___________________________
* It is the participant's responsibility to notify the company's stock
administrator in the event of a change of address.
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<PAGE>1
EXHIBIT 5.1
May 5, 1995
Cypress Semiconductor Corporation
3901 North First Street
San Jose, CA 95134
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 May 5, 1995, in
connection with the registration under the Securities Act of 1933, as amended,
of 1,000,000 shares of your Common Stock reserved for issuance under the
Employee Qualified Stock Purchase Plan (the "Purchase 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, such shares, when issued and sold in the manner
referred to in the Purchase Plan and the agreements which accompany the Purchase
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
