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As filed with the Securities and Exchange Commission on May 7, 1998
Registration No. 333-___
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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 3901 North First Street 94-2885898
(State of Incorporation) San Jose, California 95134-1599 (I.R.S. Employer
(Address of principle Identification No.)
executive offices)
_______________
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
(Full title of the Plan)
_______________
T.J. RODGERS
President
CYPRESS SEMICONDUCTOR CORPORATION
3901 North First Street
San Jose, California 95134-1599
(408) 943-2600
(Name, address and telephone number of agent for service)
_______________
Copies to:
John A. Fore, Esq.
Don S. Williams, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 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,
$0.01 par value per 4,080,773 $9.75 $39,787,536 $12,056.83
Share
(1) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
amended (the "Securities Act"), 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
May 4, 1998.
(2) Amount of registration fee was calculated pursuant to Section 6(b) of the
Securities Act which provides that the fee shall be 1/33 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.
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The following documents and information heretofore filed by Cypress
Semiconductor Corporation (the "Company") with the Securities and Exchange
Commission are hereby incorporated by reference in this registration statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1997, filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A dated May 12, 1986, filed
pursuant to Section 12 of the Exchange Act, including any amendment
or report filed for the purpose of updating any such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange 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 General Corporation Law, as the same
now exists or may hereafter be amended, a director shall not be personally
liable to the Company 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 Company) by reason of the fact that he is or was a director or
officer of the Company, or is or was serving at the request of the Company 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 Company) by
reason of the fact that he is or was an employee or agent of the Company, or is
or was serving at the request of the Company 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
Company, 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 Company, 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 Company to procure a judgment in its favor by reason of the fact that he
is or was a director or officer of the Company, or is or was serving at the
request of the Company 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
Company to procure a judgment in its favor by reason of the fact that he is or
was an employee or agent of the Company, or is or was serving at the request of
the Company 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
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reasonably believed to be in or not opposed to the best interests of the
Company 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 Company 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 Company 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 Company 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 agent of the Company 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.
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ITEM 8. EXHIBITS.
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Exhibit
Number Description
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4.1* Amended and Restated 1994 Stock Option Plan and form of
agreement thereunder.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Company.
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Counsel to the Company (contained in
Exhibit 5.1).
24.1 Power of Attorney (see p. 9).
_______________
* Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarter ended April 1, 1996 (File No. 1-10079) filed on May
16, 1996.
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
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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 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 of 1933 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 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 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, 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 May 5, 1998.
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 acting individually, their true and lawful
attorneys-in-fact and agents each with full power of substitution, each with
the power to act alone, to sign and execute on behalf of the undersigned any
amendment or amendments to this registration statement on Form S-8, and to
perform any acts necessary to be done in order to file such amendment, with
exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, and each of the undersigned does hereby
ratify and confirm all that each of said attorneys-in-fact and agents, or any
substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement 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 Officer and May 5, 1998
- ---------------------- Director (Principal Executive Officer)
T.J. Rodgers
/s/ Emmanuel Hernandez Chief Financial Officer, Vice President, May 5, 1998
- ---------------------- Finance and Administration and Secretary
Emmanual Hernandez (Principal Financial and Accounting
Officer)
/s/ Pierre R. Lamond Director May 5, 1998
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Pierre R. Lamond
/s/ John C. Lewis Director May 5, 1998
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John C. Lewis
/s/ Fred B. Bialek Director May 5, 1998
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Fred B. Bialek
/s/ Eric A. Benhamou Director May 5, 1998
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Eric A. Benhamou
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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
4.1* Amended and Restated 1994 Stock Option Plan (and form
of agreement thereunder).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Counsel to the Company.
23.1 Consent of Price Waterhouse LLP, Independent
Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Counsel to the Company
(contained in Exhibit 5.1).
24.1 Power of Attorney (see p. 9).
_______________
* Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarter ended April 1, 1996 (File No. 1-10079) filed on
May 16, 1996.
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EXHIBIT 5.1
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, 1998, 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 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, 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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EXHIBIT 23.1
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, 1998 except as to Note 9,
which is as of March 6, 1998, appearing on page 42 of Cypress Semiconductor
Corporation's Annual Report on Form 10-K for the year ended December 29, 1997.
/s/ Price Waterhouse LLP
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Price Waterhouse LLP
San Jose, California
May 5, 1998
