<PAGE>1
As filed with the Securities and Exchange Commission on December 28, 1999
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 principal Identification No.)
executive offices)
_______________
CYPRESS SEMICONDUCTOR CORPORATION
1999 NON-STATUTORY 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
<PAGE>2
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Maximum Amount to Offering Price Per Aggregate Offering Registration
Registered be Registered Share(l) Price(l) Fee(2)
- -------------------------------- --------------------- ----------------------- -------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01
par value per share
Cypress Semiconductor
Corporation 1999
Non-statutory Stock
Option Plan 600,000 $29.53 $17,718,000 $4,925.60
</TABLE>
(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 Registrant's Common Stock as reported on the New York Stock Exchange on
December 22, 1999.
(2) Amount of registration fee was calculated pursuant to Section 6(b) of the
Securities Act, which provides that the fee shall be .000278 multiplied by
the maximum aggregate price at which such securities are proposed to be
offered.
<PAGE>3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information heretofore filed by Cypress
Semiconductor Corporation (the "Registrant") with the Securities and Exchange
Commission are hereby incorporated by reference in this registration statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 3, 1999, filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act");
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters
ended April 4, 1999, July 4, 1999 (as amended by the Form 10-Q/A filed on
December 8, 1999), and October 3, 1999, and the Amended Quarterly Reports
filed on March 24, 1999, for the fiscal quarters ended March 30, 1998,
June 29, 1998 and September 28, 1998, respectively;
(c) The Registrant's Current Reports on Form 8-K filed on February 12, 1999,
April 16, 1999 and December 8, 1999 and the Registrant's Current Reports on
Form 8-K/A filed on March 24, 1999 to amend the Current Report on Form 8-K
filed on February 12, 1999; and
(d) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A dated August 30, 1988 filed pursuant to
Section 12(b) of the Exchange Act, including any amendment or report filed
for the purpose of updating any such description.
All documents filed by the Registrant 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.
Any statement contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein, modified or supersedes such
statement. Except as so modified or superseded, such statement shall not be
deemed to constitute a part of this registration statement.
Item 4. Description of Securities.
- ----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
<PAGE>4
Item 6. Indemnification of Directors and Officers.
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Article 11 of the Registrant'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 Registrant 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
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 Registrant's Bylaws provides that the Registrant (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 Registrant) by reason of the fact that he is or was a director
or officer of the Registrant, or is or was serving at the request of the
Registrant 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 Registrant) by
reason of the fact that he is or was an employee or agent of the Registrant, or
is or was serving at the request of the Registrant 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
Registrant, 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 Registrant, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Article VI of the Registrant's Bylaws also provides that the Registrant (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 Registrant to procure a judgment in its favor by reason of the fact that
he is or was a director or officer of the Registrant, or is or was serving at
the request of the Registrant 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
Registrant to procure a judgment in its favor by reason of the fact that he is
or was an employee or agent of the Registrant, or is or was serving at the
request of the Registrant as an employee or agent of another corporation,
<PAGE>5
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 reasonably believed to be in or not opposed to the
best interests of the Registrant 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 Registrant 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
Registrant 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 Registrant 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 Registrant's Bylaws also permit the Registrant to secure insurance on behalf
of any officer, director, employee or agent of the Registrant for any liability
arising out of his or her actions in such capacity, regardless of whether the
Bylaws would permit indemnification. The Registrant currently maintains
liability insurance for its officers and directors.
The Registrant has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in the Registrant's
Certificate of Incorporation and Bylaws. These agreements, among other things,
indemnify the Registrant'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 Registrant, arising out of such person's services as a director or
officer of the Registrant, any subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
Not applicable.
Item 8. Exhibits.
- ------------------
See Index of Exhibits.
In accordance with the requirements of Item 8(b) of Part II of Form S-8, the
Registrant will submit or has submitted the Plans, and any amendments thereto,
to the Internal Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS to qualify the Plans.
<PAGE>6
Item 9. Undertakings.
- ----------------------
(1) The Registrant hereby undertakes to file, during any period in which offers
or sales are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement.
Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) The Registrant hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) The Registrant hereby undertakes 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.
(4) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities Act
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 SEC such
indemnification is against public policy as expressed in the Securities 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
<PAGE>7
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 Securities Act and will be governed by the
final adjudication of such issue.
<PAGE>8
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 December 23, 1999.
CYPRESS SEMICONDUCTOR CORPORATION
By: /s/ T.J. Rodgers
- ---------------------
T.J. Rodgers
President, Chief Executive Officer and
Director (Principal Executive Officer)
<PAGE>9
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that 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.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------------- ------------------------------------------ -------------------------
<S> <C> <C>
/s/ T. J. Rodgers President, Chief Executive Officer and December 23, 1999
- ------------------- Director (Principal Executive Officer)
T.J. Rodgers
/s/ Emmanuel Hernandez Chief Financial Officer, Vice-President, December 23, 1999
- ----------------------- Finance and Administration and Secretary
Emmanual Hernandez (Principal Financial and Accounting Officer)
/s/ Alan F. Shugart Director December 23, 1999
- --------------------
Alan F. Shugart
/s/ John C. Lewis Director December 23, 1999
- ------------------
John C. Lewis
/s/ Fred B. Bialek Director December 23, 1999
- -------------------
Fred B. Bialek
/s/ Eric A. Benhamou Director December 23, 1999
- ---------------------
Eric A. Benhamou
</TABLE>
<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________________________________________
EXHIBITS
________________________________________________________________________________
REGISTRATION STATEMENT ON FORM S-8
CYPRESS SEMICONDUCTOR CORPORATION
<PAGE>2
INDEX TO EXHIBITS
-----------------
Exhibit No. Description
- ----------- -----------------------------------------------------
4.1* Cypress Semiconductor Corporation 1999 Non-statutory
Stock Option Plan (and form of agreement thereunder).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, counsel to the Registrant.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, counsel to the Registrant
(contained in Exhibit 5.1).
24.1 Power of Attorney (see page 9).
_______________
* Incorporated by reference from the Registrant's Registration Statement on
Form S-8 filed on April 20, 1999
<PAGE>1
EXHIBIT 5.1
-----------
December 28, 1999
Cypress Semiconductor Corporation
3901 North First Street
San Jose, CA 95134
Ladies and 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 December 28, 1999, in
connection with the registration under the Securities Act of 1933, as amended,
of shares of your Common Stock reserved for issuance under the Cypress
Semiconductor Corporation 1999 Non-statutory Stock Option Plan (the "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 the 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 Plan and the agreements which accompany the Plan, and 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, P.C.
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<PAGE>1
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Cypress Semiconductor Corporation of our report dated
June 4, 1999 relating to the financial statements, which appears in the Current
Report on Form 8-K dated December 8, 1999.
/S/ PricewaterhouseCoopers LLP
- ---------------------------------------------
PricewaterhouseCoopers LLP
San Jose, California
December 23, 1999
