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As filed with the Securities and Exchange Commission on January 30, 1996
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
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 offices)
_______________
1994 STOCK OPTION 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:
Don S. Williams, 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
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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
- - 1994 Stock Option
Plan 3,680,864 shs. $12.375 $45,550,692 $15,707.14
TOTAL 3,680,864 shs. $45,550,692 $15,707.14
=============================================================================
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based upon the average of the high and
low sale prices of the Company's Common Stock as reported on the New York
Stock Exchange on January 23, 1996.
(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 3, 1995 filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act").
2. The Company's Quarterly Report on Form 1O-Q for the fiscal
quarter ended October 2, 1995, filed pursuant to Section 15(d)
of the 1934 Act.
3. 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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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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
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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 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, 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 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
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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 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 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.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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Exhibit
Number
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4.1* 1994 Stock Option 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).
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24.2 Consent of Counsel (contained in Exhibit 5.1).
25.1 Power of Attorney (see p. 9).
____________________
* Incorporated by reference to the Registrant's Registration Statement
on Form S-8(File No. 33-54637 dated July 19, 1994.
Item 9. Undertakings.
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(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.
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
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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 undersigned, thereunto duly authorized, in the
City of San Jose, State of California, on this 25th day of January, 1996.
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 signature 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 January 25, 1996
- ------------------ Officer and Director
T.J. Rodgers (Principal Executive Officer)
/s/ EMMANUEL HERNANDEZ Chief Financial Officer, January 25, 1996
- ----------------------- Vice President, Finance and
Emmanuel Hernandez Administration (Principal
Financial and Accounting
Officer)
/s/ PIERRE R. LAMOND Director January 25, 1996
- ---------------------
Pierre R. Lamond
/s/ JOHN C. LEWIS Director January 25, 1996
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John C. Lewis
/s/ FRED B. BIALEK Director January 25, 1996
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Fred B. Bialek
/s/ ERIC A. BENHAMOU Director January 25, 1996
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Eric. A. Benhamou
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Exhibit 24.1
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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 this Form 10-K.
/s/ PRICE WATERHOUSE LLP
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PRICE WATERHOUSE LLP
San Jose, California
January 30, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________________________________________
EXHIBITS
_____________________________________________________________________________
REGISTRATION STATEMENT ON FORM S-8
CYPRESS SEMICONDUCTOR CORPORATION
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INDEX TO EXHIBITS
Exhibit No. Description Page No.
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*4.1 1994 Stock Option 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).
____________________
*Incorporated by reference to the Registrant's Registration Statement on Form
S-8 (File No. 33-54637) dated July 19, 1994.
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EXHIBIT 5.1
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January 29, 1996
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 January 30, 1996,
in connection with the registration under the Securities Act of 1933, as
amended, of shares of your Common Stock reserved for issuance under the 1994
Stock Option Plan (the "Option 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, the shares, when issued and sold in the manner
referred to in the Option Plan and the agreements which accompany the Option
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
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