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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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(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
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COMMISSION FILE NUMBER: 1-10079
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CYPRESS SEMICONDUCTOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 94-2885898
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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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:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock, $.01 par value New York Stock Exchange
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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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PURPOSE OF THE AMENDMENT:
The following amendment is to change the caption related to the Year 2000
disclosure to read as follows "YEAR 2000 Readiness Disclosure".
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YEAR 2000 READINESS DISCLOSURE
In the next two years, most companies will face a potentially serious
information systems problem because many software application and operational
programs written in the past may not properly recognize calendar dates beginning
in the year 2000. This problem could force computers to either shut down or
provide incorrect data or information. The Company began the process of
identifying the changes required to its computer programs and hardware, in
consultation with software and hardware providers in late 1996. Efforts are
being made to modify or replace any non-compliant software, systems and
equipment by the year 1999. In 1997, the Company began the process of replacing
certain software by implementing a new accounting software system that is year
2000 compliant. Further, the Company is aware of the risks to third parties and
the potential adverse impact on the Company resulting from the failure by these
parties to adequately address the year 2000 problem. In response to this, the
Company is inquiring of strategic suppliers and large customers to determine the
extent to which the Company is vulnerable to these third parties failure to
remediate their own year 2000 issues. The Company has expended and will continue
to expend appropriate resources to address this issue on a timely basis.
However, no estimate of the expected total cost of this effort can be made at
this time, nor can any assurance be given that the year 2000 problem will not
have an adverse impact on the Company's earnings. The Company has determined it
has no exposure to contingencies related to the year 2000 issue for the products
it has sold.
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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 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
2nd day of December 1998.
CYPRESS SEMICONDUCTOR CORPORATION
By: /s/ EMMANUEL HERNANDEZ
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Emmanuel Hernandez,
Chief Financial Officer, Vice
President, Finance and
Administration
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 substitution, each with power to act alone, to sign
and execute on behalf of the undersigned any amendment or amendments to this
report on Form 10-K, 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 Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated:
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SIGNATURE TITLE DATE
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/s/ T.J. RODGERS President, Chief Executive December 2, 1998
- -------------------------------------------------------- Officer and Director
T.J. Rodgers (Principal Executive
Officer)
/s/ EMMANUEL HERNANDEZ Chief Financial Officer December 2, 1998
- -------------------------------------------------------- Vice President, Finance
Emmanuel Hernandez and
Administration (Principal
Financial and Accounting
Officer)
/s/ PIERRE R. LAMOND Chairman of the Board of December 2, 1998
- -------------------------------------------------------- Directors
Pierre R. Lamond
/s/ FRED B. BIALEK Director December 2, 1998
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Fred B. Bialek
/s/ ERIC BENHAMOU Director December 2, 1998
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Eric Benhamou
/s/ JOHN C. LEWIS Director December 2, 1998
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John C. Lewis
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