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PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
To Prospectus Dated March 17, 1998 Registration No. 333-42829
$175,000,000
CYPRESS SEMICONDUCTOR CORPORATION
6% CONVERTIBLE SUBORDINATED NOTES DUE 2002
AND
SHARES OF COMMON STOCK
This Prospectus Supplement relates to the resale by the holders (the "Selling
Securityholders") of 6% Convertible Subordinated Notes due 2002 (the "Notes")
of Cypress Semiconductor Corporation (the "Company") and the shares of Common
Stock, par value of $.01 per share (the "Common Stock"), of the Company
issuable upon the conversion thereof (the "Conversion Shares").
This Prospectus Supplement should be read in conjunction with the Prospectus
dated March 17, 1998, and the Prospectus Supplements thereto, which are to be
delivered with this Prospectus Supplement. All capitalized terms used but not
defined in the Prospectus Supplement shall have the meanings given them in the
Prospectus.
The table below sets forth information as of the date hereof concerning
beneficial ownership of the Notes of the Selling Securityholders therein
listed. All information concerning beneficial ownership has been furnished by
the Selling Securityholders.
Principal Number of
Amount of Percentage Convertible Percentage of
Notes That of Notes Shares That May Common Stock
Name May be Sold Outstanding Be Sold (1) Outstanding (2)
- ------------------- ----------- ----------- --------------- ---------------
Forum Capital $ 60,000 * 2,539 *
Markets, LLC
DB Clearing $ 5,000,000(3) 2.9% 211,640 *
Services
_______________
* Less than 1%
(1) Assumes conversion of the full amount of Notes held by such holder at the
initial conversion price of $23.625 per share; such conversion price is
subject to adjustment as described under "Description of Notes -
Conversion." Accordingly, the number of shares of Common Stock issuable
upon conversion of the Notes may increase or decrease from time to time.
Under the terms of the Indenture, fractional shares will not be issued upon
conversion of the Notes; cash will be paid in lieu of fractional shares, if
any
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(2) Computed in accordance with Rule 13d-3(d)(i) promulgated under the Exchange
Act and based upon 90,045,268 shares of Common Stock outstanding as of
June 29, 1998, treating as outstanding the number of Conversion Shares
shown as being issuable upon the assumed conversion by the named holder of
the full amount of such holder's Notes but not assuming the conversion of
the Notes of any other holder.
(3) Deutche Morgan Granfell acquired NatWest Securities Corporation in 1998.
This filing is to change the name of the bondholder to DB Clearing
Services, the new holder of the bonds.
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY, SEE "RISK FACTORS" BEGINNING ON
PAGE 6 OF THE PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is October 6, 1998.
