CYPRESS SEMICONDUCTOR CORP /DE/
10-Q/A, 1998-12-02
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549


                                AMENDMENT NO. 1 
                                      TO            
                                  FORM 10-Q/A

                 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15d OF
                        THE SECURITIES EXCHANGE ACT OF 1934
              

Commission file number 1-10079
                       -------

                       CYPRESS SEMICONDUCTOR CORPORATION
- ------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)

            Delaware                                     94-2885898 
   ----------------------------                 ---------------------------
   (State or other jurisdiction                       (I.R.S. employer
       of incorporation or                           identification No.)
          organization)

         3901 North First Street, San Jose, California      95134-1599
- ------------------------------------------------------------------------------
           (address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code:  (408) 943-2600
                                                    ----------------

                                 NOT APPLICABLE
- ------------------------------------------------------------------------------
    (Former name, former address and former fiscal year, if changed since
                                  last report)


     The undersigned registrant hereby amends the following items, financial
statements, exhibits, or other portions of its Report filed on Form 10-Q for the
quarter ended March 30, 1998, filed on May 14, 1998 as set forth in the pages
attached hereto.


PART I - Financial Information
- ----------------------------------

Item 2.  Management's Discussion and Analysis                        Page 16















<PAGE>2

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".

























































<PAGE>3

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 risk 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 these
issues 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 by given that the
year 2000 problem will not have a materially adverse impact on the Company's
earnings.  





































<PAGE>4

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    CYPRESS SEMICONDUCTOR CORPORATION


Date:    December 2, 1998           /s/  T.J. Rodgers
      -----------------------       ---------------------------------
                                    T.J. Rodgers
                                    President and Chief Executive
                                    Officer
    

                                    /s/  Emmanuel Hernandez
                                    ---------------------------------
                                    Emmanuel Hernandez
                                    Vice President, Finance and
                                    Administration and Chief Financial
                                    Officer
                   





       















                                       



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