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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 29, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________.
COMMISSION FILE NUMBER: 1-10079
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CYPRESS SEMICONDUCTOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 94-2885898
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
3901 NORTH FIRST STREET, SAN JOSE, CALIFORNIA 95134-1599
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 943-2600
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
<S> <C>
Common Stock, $.01 par value New York Stock Exchange
</TABLE>
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 registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to this
form 10-K. [ ]
At March 16, 1998, registrant had outstanding 91,264,961 shares of Common
Stock. The market value of voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the Common Stock on March 16,
1998 on the New York Stock Exchange, was approximately $784,047,813. Shares of
Common Stock held by each executive officer and director and by each person who
owns 5% or more of the outstanding Common Stock have been excluded in that such
persons may be deemed affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the Proxy Statement for Registrant's 1998 Annual Meeting of
Stockholders are incorporated by reference in Items 9, 10, 11 and 12 of Part III
of this 10-K Report.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(3) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
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
4.1(5) Lease dated April 12, 1996 between the Company and BNP
Leasing Corporation.
4.2(5) Credit Agreement dated July 24, 1996 between the Company and
Bank of America National Trust.
4.3(5) First Amendment to Credit Agreement dated October 10, 1996
between the Company and Bank of America National Trust.
4.4(5) Second Amendment to Credit Agreement dated October 10, 1996
between the Company and Bank of America National Trust
4.5(6) Indenture dated as of September 15, 1997, between the
Company and State Street Bank and Trust Company of
California, N.A. as Trustee, including the form of note.
10.1(1)(7) Form of Indemnification Agreement.
10.2(3)(7) 1994 Stock Option Plan
10.3(4)(7) Employee Qualified Stock Purchase Plan, as amended.
10.4(7)(8) Bialek Consulting Agreement.
10.5(7)(8) Cypress Semiconductor Corporation 1997 Key Employee Bonus
Plan Agreement.
21.1(8) Subsidiaries of the Company
23.1(8) Consent of Independent Accountants
24.1(8) Power of Attorney
27.1(8) Financial Data Schedule
27.2(8) Restated Financial Data Schedule
27.3 Restated Financial Data Schedule
27.4(8) Restated Financial Data Schedule
</TABLE>
- ---------------
(1) Previously filed as an exhibit 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 28, 1992.
(3) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended January 3, 1994.
(4) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended January 2, 1995.
(5) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 30, 1996.
(6) Previously filed as an exhibit to the Company's Registration Statement on
Form S-3 dated December 19, 1997.
(7) Management compensatory plan, contract or arrangement.
(8) Previously filed.
45
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant, Cypress Semiconductor Corporation, a
corporation organized and existing under the laws of the State of Delaware, has
duly caused this Amendment No. 1 to Annual Report to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of San Jose, State of
California, on the 9th day of April 1998.
CYPRESS SEMICONDUCTOR CORPORATION
By: /s/ EMMANUEL HERNANDEZ
------------------------------------
Emmanuel Hernandez,
Chief Financial Officer, Vice
President, Finance and
Administration
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment No. 1 to report has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* President, Chief Executive April 9, 1998
- -------------------------------------------------------- Officer and Director
T.J. Rodgers (Principal Executive Officer)
/s/ EMMANUEL HERNANDEZ Chief Financial Officer April 9, 1998
- -------------------------------------------------------- Vice President, Finance and
Emmanuel Hernandez Administration (Principal
Financial and Accounting
Officer)
* Chairman of the Board of April 9, 1998
- -------------------------------------------------------- Directors
Pierre R. Lamond
* Director April 9, 1998
- --------------------------------------------------------
Fred B. Bialek
* Director April 9, 1998
- --------------------------------------------------------
Eric Benhamou
* Director April 9, 1998
- --------------------------------------------------------
John C. Lewis
* By: /s/ EMMANUEL HERNANDEZ
--------------------------------------------------
Emmanuel Hernandez, Attorney-in-Fact
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 30, 1996 AND
JANUARY 1, 1996.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-30-1996 JAN-01-1996
<PERIOD-START> JAN-02-1996 JAN-03-1995
<PERIOD-END> DEC-30-1996 JAN-01-1996
<CASH> 20,119 9,487
<SECURITIES> 73,667 152,131
<RECEIVABLES> 71,440 108,587
<ALLOWANCES> 3,887 2,828
<INVENTORY> 53,107 28,978
<CURRENT-ASSETS> 281,412 351,637
<PP&E> 732,399 554,432
<DEPRECIATION> 294,833 217,639
<TOTAL-ASSETS> 794,047 750,728
<CURRENT-LIABILITIES> 155,406 161,057
<BONDS> 98,241 95,879
0 0
0 0
<COMMON> 914 889
<OTHER-SE> 509,832 471,210
<TOTAL-LIABILITY-AND-EQUITY> 794,047 750,728
<SALES> 528,385 596,071
<TOTAL-REVENUES> 528,385 596,071
<CGS> 305,174 276,160
<TOTAL-COSTS> 305,174 276,160
<OTHER-EXPENSES> 84,334 71,667
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 6,895 6,239
<INCOME-PRETAX> 83,505 161,384
<INCOME-TAX> 30,476 58,907
<INCOME-CONTINUING> 53,029 102,477
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 53,029 102,477
<EPS-PRIMARY> 0.66 1.25<F1>
<EPS-DILUTED> 0.62 1.09
<FN>
<F1> For Purposes of this Exhibit, Primary means Basic.
</FN>
</TABLE>
