<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1999
REGISTRATION NO. 333-67203
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CYPRESS SEMICONDUCTOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 94-2885898
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
</TABLE>
3901 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95134-1599
(408) 943-2600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
T.J. RODGERS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CYPRESS SEMICONDUCTOR CORPORATION
3901 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95134-1599
(408) 943-2600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
JOHN A. FORE, ESQ.
WILSON SONSINI GOODRICH & ROSATI
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEES
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<TABLE>
<S> <C> <C> <C> <C>
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED SHARE(4) OFFERING PRICE(1)(2) REGISTRATION FEE(3)
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Preferred Stock, $0.01 par value..... -- --
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Common Stock, $0.01 par value........ -- --
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Debt Securities...................... -- --
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Total Rule 415 Shelf............. 273,996,250 76,171
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Common Stock, $0.01 par value(4)..... 2,840,000 $9.15625 26,003,750(5) 7,229
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Total....................... $300,000,000 $83,400
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</TABLE>
(1) Or (i) if any Debt Securities are issued as an original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price equal to the amount to be registered or (ii) if any Debt Securities
are issued with a principal amount denominated in a foreign currency or
composite currency, such principal amount as shall result in an aggregate
initial offering price equivalent thereto in United States dollars at the
time of initial offering.
(2) These figures are estimates made solely for the purpose of calculating the
registration fee pursuant to Rule 457(o) and, for the selling stockholder
information, Rule 457(a). Exclusive of accrued interest, if any, on the Debt
Securities.
(3) Registration fee previously paid.
(4) Represents shares to be sold by selling stockholders.
(5) Based on the average of the high and low sale prices of the Registrant's
Common Stock as reported on the New York Stock Exchange on March 26, 1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
PURPOSE OF THE AMENDMENT:
The purpose of this amendment is to file the following four exhibits to
Part II: Exhibit 5.1 and Exhibit 5.2, legal opinions of Wilson Sonsini Goodrich
& Rosati, a professional corporation, Exhibit 23.1, Consent of Independent
Accountants and Exhibit 23.3, a Consent of Independent Accountants.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. EXHIBITS
The following exhibits are filed herewith or incorporated by reference
herein:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
<C> <S>
1.1 Form of Underwriting Agreement (Common Stock).**
1.2 Form of Underwriting Agreement (Convertible Securities).*
1.3 Form of Underwriting Agreement (Debt Securities).*
1.4 Form of Underwriting Agreement (Preferred Stock).*
3.1 (i) Restated Certificate of Incorporation, as amended.(1)
(ii) Certificate of Amendment of Restated Certificate of
Incorporation, as amended.(2)
(iii) Bylaws, as amended.(1)
4.1 Form of Senior Indenture.**
4.2 Form of Subordinated Indenture.**
4.3 Form of Senior Debt Security (included in Exhibit 4.1).**
4.4 Form of Subordinated Debt Security (included in Exhibit
4.2).**
4.5 Specimen of stock certificate of Cypress Semiconductor
Corporation's Common Stock.(1)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
5.2 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
10.1 Registration Rights Agreement, dated March 29, 1999, by and
between Cypress Semiconductor Corporation and UBS AG, London
Branch.**
10.2 Registration Rights Agreement, dated March 29, 1999, by and
between Cypress Semiconductor Corporation and Deutsche Bank
Securities Inc.**
12.1 Computation of Ratios of Earnings to Fixed Charges.**
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
23.3 Consent of Ernst & Young LLP, Independent Auditors.
23.4 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.2).
24.1 Power of Attorney of certain directors and officers of
Cypress Semiconductor Corporation (see page II-5 of initial
filing of this Form S-3).**
25.1 Form T-1 Statement of Eligibility of Trustee for Senior
Indenture under the Trust Indenture Act of 1939.**
25.2 Form T-1 Statement of Eligibility of Trustee for
Subordinated Indenture under the Trust Indenture Act of
1939.**
</TABLE>
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* To be filed by amendment or by a report on Form 8-K pursuant to section 601
of Regulation S-K.
** Previously filed.
(1) Incorporated by reference to our registration statement on Form S-1 (No.
33-12153) which became effective on March 4, 1987.
(2) Incorporated by reference to our Annual Report on Form 10-K for the fiscal
year ended December 28, 1992.
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on March 29,
1999.
CYPRESS SEMICONDUCTOR CORPORATION
By: /s/ T. J. RODGERS
------------------------------------
T. J. Rodgers
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ T. J. RODGERS President and Chief Executive March 29, 1999
- -------------------------------------------------------- Officer
T. J. Rodgers
/s/ EMMANUEL HERNANDEZ Chief Financial Officer, Vice March 29, 1999
- -------------------------------------------------------- President, Finance and
Emmanuel Hernandez Administration (Principal
Financial and Accounting
Officer)
* Chairman of the Board of March 29, 1999
- -------------------------------------------------------- Directors
Eric A. Benhamou
* Director March 29, 1999
- --------------------------------------------------------
Fred B. Bialek
* Director March 29, 1999
- --------------------------------------------------------
John C. Lewis
* Director March 29, 1999
- --------------------------------------------------------
Alan F. Shugart
</TABLE>
*By: /s/ EMMANUEL HERNANDEZ
---------------------------------
Emmanuel Hernandez,
Attorney-in-Fact
II-2
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
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<S> <C>
1.1 Form of Underwriting Agreement (Common Stock).**
1.2 Form of Underwriting Agreement (Convertible Securities).*
1.3 Form of Underwriting Agreement (Debt Securities).*
1.4 Form of Underwriting Agreement (Preferred Stock).*
3.1 (i) Restated Certificate of Incorporation, as amended.(1)
(ii) Certificate of Amendment of Restated Certificate of
Incorporation, as amended.(2)
(iii) Bylaws, as amended.(1)
4.1 Form of Senior Indenture.**
4.2 Form of Subordinated Indenture.**
4.3 Form of Senior Debt Security (included in Exhibit 4.1).**
4.4 Form of Subordinated Debt Security (included in Exhibit
4.2).**
4.5 Specimen of stock certificate of Cypress Semiconductor
Corporation's Common Stock.(1)**
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
10.1 Registration Rights Agreement, dated March 29, 1999, by and
between Cypress Semiconductor Corporation and UBS AG, London
Branch.**
10.2 Registration Rights Agreement, dated March 29, 1999, by and
between Cypress Semiconductor Corporation and Deutsche Bank
Securities Inc.**
12.1 Computation of Ratios of Earnings to Fixed Charges.**
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
23.3 Consent of Ernst & Young LLP, Independent Auditors.
23.4 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.2).
24.1 Power of Attorney of certain directors and officers of
Cypress Semiconductor Corporation (see page II-5 of initial
filing of this Form S-3).**
25.1 Form T-1 Statement of Eligibility of Trustee for Senior
Indenture under the Trust Indenture Act of 1939.**
25.2 Form T-1 Statement of Eligibility of Trustee for
Subordinated Indenture under the Trust Indenture Act of
1939.**
</TABLE>
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* To be filed by amendment or by a report on Form 8-K pursuant to Section 601
of Regulation S-K.
** Previously filed.
(1) Incorporated by reference to our registration statement on Form S-1 (No.
33-12153) which became effective on March 4, 1987.
(2) Incorporated by reference to our Annual Report on Form 10-K for the fiscal
year ended December 28, 1992.
<PAGE> 1
EXHIBIT 5.1
March 29, 1999
Cypress Semiconductor Corporation
3901 North First Street
San Jose, CA 95134
RE: CYPRESS SEMICONDUCTOR CORPORATION -- REGISTRATION STATEMENT ON FORM
S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3 (No. 333-67203), including Amendment No. 1, Amendment No. 2, Amendment
No. 3, Amendment No. 4 and Amendment No. 5 thereto (the "Registration
Statement"), filed or to be filed by Cypress Semiconductor Corporation, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration pursuant to the Securities Act of
1933, as amended (the "Act"), of the Company's debt securities (the "Debt
Securities"), shares of the Company's Common Stock, $0.01 par value per share
(the "Common Stock"), and shares of the Company's Preferred Stock, $0.01 par
value per share (the "Preferred Stock"), with an aggregate offering price of up
to $300,000,000 or the equivalent thereof in one or more foreign currencies or
composite currencies. The Debt Securities, the Common Stock and the Preferred
Stock are to be sold from time to time as set forth in the Registration
Statement, the prospectus contained therein and the supplements to the
prospectus (such prospectus together with the applicable prospectus supplement,
herein the Prospectus). The Debt Securities may be either senior debt securities
(the "Senior Debt Securities") or subordinated debt securities (the
"Subordinated Debt Securities").
The Senior Debt Securities are to be issued pursuant to a Senior
Indenture, which has been filed as an exhibit to the Registration Statement (the
"Senior Indenture"), to be entered into between the Company and State Street
Bank and Trust Company of California, N.A., as Trustee (the "Senior Trustee").
The Subordinated Debt Securities are to be issued pursuant to a Subordinated
Indenture, which has been filed as an exhibit to the Registration Statement (the
"Subordinated Indenture", together with the Senior Indenture, the "Indentures"),
to be entered into between the Company and State Street Bank and Trust Company
of California, N.A., as Trustee (the "Subordinated Trustee"). The shares of
Common Stock may be issued and sold by the Company or may be sold by certain
stockholders of the Company (the "Selling Stockholders") who are named in the
Registration Statement or the Prospectus. The Debt Securities are to be issued
in the forms of Debt Securities included in the Indentures filed as exhibits to
the Registration Statement.
<PAGE> 2
Cypress Semiconductor Corporation
March 29, 1999
Page 2
We have examined instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed (a) the authenticity of original documents and
the genuineness of all signatures, (b) the conformity to the originals of all
documents submitted to us as copies and (c) the truth, accuracy and completeness
of the information, representations and warranties contained in the records,
documents, instruments and certificates we have reviewed.
Based on such examination, we are of the opinion that:
1. When the issuance of Senior Debt Securities has been duly authorized
by appropriate corporate action and the Senior Debt Securities, in the form
included in the Senior Indenture filed as an exhibit to the Registration
Statement, have been duly completed, executed, authenticated and delivered in
accordance with the Senior Indenture and sold and delivered as described in the
Registration Statement and the Prospectus, the Senior Debt Securities will be
legal, valid and binding obligations of the Company, entitled to the benefits of
the Senior Indenture.
2. When the issuance of Subordinated Debt Securities has been duly
authorized by appropriate corporate action and the Subordinated Debt Securities,
in the form included in the Subordinated Indenture filed as an exhibit to the
Registration Statement, have been duly completed, executed, authenticated and
delivered in accordance with the Subordinated Indenture and sold and delivered
as described in the Registration Statement and the Prospectus, the Subordinated
Debt Securities will be legal, valid and binding obligations of the Company,
entitled to the benefits of the Subordinated Indenture.
3. When (i) the terms of any particular series of Preferred Stock have
been established in accordance with the resolutions of the Company's Board of
Directors authorizing the issuance and sale of such series of Preferred Stock,
(ii) a Certificate of Designation conforming to the Delaware General Corporation
Law regarding such series of Preferred Stock has been filed with the Secretary
of State of the State of Delaware, and (iii) shares of such series of Preferred
Stock have been issued, sold and delivered
<PAGE> 3
Cypress Semiconductor Corporation
March 29, 1999
Page 3
as described in the Registration Statement and the Prospectus, and in accordance
with the terms of the particular series as established by the Company's Board of
Directors, the shares of Preferred Stock will be legally issued, fully paid and
nonassessable.
4. When the issuance of the shares of Common Stock has been duly
authorized by appropriate corporate action, including any Common Stock that may
be issuable pursuant to the conversion of any Preferred Stock or Debt
Securities, and the shares of Common Stock have been duly issued, sold and
delivered as described in the Registration Statement and the Prospectus, the
shares of Common Stock will be legally issued, fully paid and nonassessable.
5. When the shares of Common Stock have been duly sold and delivered
by Selling Stockholders as described in the Registration Statement and the
Prospectus, such shares of Common Stock will be validly issued, fully paid and
nonassessable.
Our opinion that any document is legal, valid and binding is qualified
as to:
(a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or other laws relating to or
affecting the rights of creditors generally;
(b) rights to indemnification and contribution which may be limited by
applicable law or equitable principles; and
(c) general principles of equity, including without limitation,
concepts of materiality, reasonableness, good faith and fair dealing, and the
possible unavailability of specific performance or injunctive relief and
limitation of rights of acceleration, regardless of whether such enforceability
is considered in a proceeding in equity or at law.
<PAGE> 4
Cypress Semiconductor Corporation
March 29, 1999
Page 4
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and the use of our name wherever it
appears in the Registration Statement, the Prospectus, the Prospectus
Supplement, and in any amendment of supplement thereto. In giving such consent,
we do not believe that we are "experts" within the meaning of such term used in
the Act or the rules and regulations of the Securities and Exchange Commission
issued thereunder with respect to any part of the Registration Statement,
including this opinion as an exhibit or otherwise.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
<PAGE> 1
EXHIBIT 5.2
March 29, 1999
Cypress Semiconductor Corporation
3901 North First Street
San Jose, CA 95134
RE: CYPRESS SEMICONDUCTOR CORPORATION -- REGISTRATION STATEMENT ON FORM
S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3 (No. 333-67203), including Amendment No. 1, Amendment No. 2, Amendment No. 3
and Amendment No. 4 and Amendment No. 5 thereto (the "Registration Statement"),
filed or to be filed by Cypress Semiconductor Corporation, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission in
connection with the registration pursuant to the Securities Act of 1933, as
amended (the "Act"), of the Company's debt securities (the "Debt Securities"),
shares of the Company's Common Stock, $0.01 par value per share (the "Common
Stock"), and shares of the Company's Preferred Stock, $0.01 par value per share
(the "Preferred Stock"), with an aggregate offering price of up to $300,000,000
or the equivalent thereof in one or more foreign currencies or composite
currencies, including up to 2,840,000 shares of Common Stock by certain Selling
Stockholders. The Registration Statement includes a prospectus and prospectus
supplement (collectively the "Prospectus") with respect to the sale of up to
7,600,000 shares of Common Stock (the "Common Shares") and a form of
underwriting agreement (the "Underwriting Agreement").
<PAGE> 2
Cypress Semiconductor Corporation
March 29, 1999
Page 2
We have examined instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed (a) the authenticity of original documents and
the genuineness of all signatures, (b) the conformity to the originals of all
documents submitted to us as copies and (c) the truth, accuracy and completeness
of the information, representations and warranties contained in the records,
documents, instruments and certificates we have reviewed.
Based on such examination, we are of the opinion that:
<PAGE> 3
Cypress Semiconductor Corporation
March 29, 1999
Page 3
1. When the Common Shares have been duly paid for and delivered as
described in the Registration Statement, the Prospectus and the Underwriting
Agreement, such shares of Common Stock will be duly authorized, validly issued,
fully paid and nonassessable.
<PAGE> 4
Cypress Semiconductor Corporation
March 29, 1999
Page 4
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and the use of our name wherever it
appears in the Registration Statement, the Prospectus, the Prospectus
Supplement, and in any amendment of supplement thereto. In giving such consent,
we do not believe that we are "experts" within the meaning of such term used in
the Act or the rules and regulations of the Securities and Exchange Commission
issued thereunder with respect to any part of the Registration Statement,
including this opinion as an exhibit or otherwise.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 25, 1999, appearing on page 50 of Cypress Semiconductor Corporation's
Annual Report on Form 10-K for the year ended January 3, 1999. We also consent
to the reference to us under the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose, California
March 23, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the use of our reports dated September 12, 1998, with respect
to the consolidated financial statement of IC Works, Inc., included in the
Current Report on Form 8-K/A, of Cypress Semiconductor Corporation, dated March
24, 1999 and incorporated by reference in this Amendment No. 5 to the
Registration Statement (Form S-3) and related Prospectus of Cypress
Semiconductor Corporation.
/s/ ERNST & YOUNG LLP
San Jose, California
March 26, 1999
