<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 1999.
CYPRESS SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-10079 94-2885898
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
</TABLE>
3901 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95134-1599
--------------------------------------
Address of principal executive offices
(408) 943-2600
--------------------------------------
Registrant's telephone number, including area code
- --------------------------------------------------------------------------------
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 1, 1999, Cypress Semiconductor Corporation, a Delaware corporation
("Cypress") acquired IC WORKS, Inc., a California corporation ("IC WORKS"),
pursuant to the merger of CY Acquisition Corporation, a California corporation
and wholly owned subsidiary of Cypress with and into IC WORKS. As a result of
the merger, IC WORKS is a wholly owned subsidiary of Cypress. The transaction is
being accounted for as a pooling of interests.
A copy of the press release regarding consummation of the merger issued by
Cypress on April 5, 1999, is attached hereto as Exhibit 99.1.
A copy of the Agreement and Plan of Reorganization between and among Cypress, IC
WORKS, Sub and other parties, dated January 21, 1999, is attached as Exhibit 2.1
to the Current Report on Form 8-K filed by Cypress on February 12, 1999.
The other information required by this Item 2 is contained in the Current Report
on Form 8-K/A filed by Cypress on March 24, 1999 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) It is impracticable for the registrant to provide the required
financial statements for the business acquired at the time of filing
this report, but the registrant will file such required financial
statements, if required pursuant to this item and Rule 3-05(b) of
Regulation S-X, by amendment to this report as soon as practicable,
but not later than sixty days after this report was required to be
filed initially.
(c) Exhibits.
99.1 Press release.
<PAGE> 3
SIGNATURE
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 hereunto duly authorized.
CYPRESS SEMICONDUCTOR CORPORATION
/s/ Emmanuel Hernandez
----------------------------------
Emmanuel Hernandez, Vice President
of Finance and Administration and
Chief Financial Officer
Date: April 16, 1999
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
99.1 Press release.
</TABLE>
<PAGE> 1
Exhibit 99.1
Monday April 5, 9:17 am Eastern Time
Company Press Release
Cypress Completes Acquisition of IC WORKS
SAN JOSE, Calif.--(BUSINESS WIRE)--April 5, 1999--Cypress Semiconductor
Corporation (NYSE:CY - news) today announced that the company and certain
selling stockholders completed the public offering of 7.2 million shares on
April 1, 1999.
Cypress's portion of the public offering, 4.7 million shares, was to cure
tainted shares from its stock repurchase program in order for the acquisition of
IC WORKS Inc. (ICW) to be accounted as a pooling of interests.
The successful public offering and the accountant's concurrence that no
conditions exist to preclude Cypress from accounting for the acquisition as a
pooling of interests completed all closing conditions of this acquisition which
began in January 1999 when the companies announced a definitive agreement to
merge. The merger was effective on April 1, 1999. The combined companies will be
located in existing facilities in San Jose, Calif.
Cypress's first quarter 1999, ended April 4, 1999, will include the operating
results of ICW which is expected to be immediately accretive to Cypress's
earnings. The combined companies' first quarter performance could be in the
revenue range of $148-153 million, up from analysts' estimates of $135 million,
and earnings could be in the range of $0.08-0.09 per share, up from analysts'
estimates of $0.07, excluding non-recurring transaction-related costs.
Cypress Semiconductor Corporation is an international supplier of
high-performance integrated circuits with worldwide headquarters in San Jose.
The company provides a broad range of products for leading computer, networking,
and telecommunications companies worldwide.
The company's product line includes static RAMs, high-speed PROMs, and specialty
memories; programmable logic devices (PLDs); data communication products; and
timing devices and USB microcontrollers. Cypress shares are listed on the New
York Stock Exchange under the symbol CY. The company has a site on the World
Wide Web at http://www.cypress.com.
The above news release contains forward-looking statements regarding the impact
of the acquisition on Cypress's operating results. Cypress's actual results may
vary materially from the results discussed in these forward-looking statements.
Factors that may cause
<PAGE> 2
such a difference include: those risks surrounding timely development,
production and continued increased market acceptance of the combined companies'
products; Cypress's ability to successfully combine the operation of the two
companies; the ability of the combined company to compete in the highly
competitive and rapidly changing marketplace; and the other risks detailed from
time to time in Cypress's periodic reports with the Securities and Exchange
Commission, including, but not limited to, its report on Form 10-K for the
fiscal year ended Jan. 3, 1999 and its Form 8-K filed in connection with this
acquisition.
Contact:
Cypress Semiconductor, San Jose
Manny Hernandez, 408/943-2754 (Investors)
Joseph L. McCarthy, 408/943-2902 (Press)
