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As filed with the Securities and Exchange Commission on April 23, 1999
Registration No.333-76667
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYPRESS SEMICONDUCTOR CORPORATION
(Exact Name of Registrant as specified in its charter)
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DELAWARE 94-2885898
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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3901 NORTH FIRST STREET
SAN JOSE, CA 95134-1599
(Address, including zip code, of
Registrant's Principal Executive Offices)
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IC WORKS, INC. 1992 STOCK OPTION PLAN
(FULL TITLE OF PLANS)
T. J. RODGERS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CYPRESS SEMICONDUCTOR CORPORATION
3901 NORTH FIRST STREET
SAN JOSE, CA 95134-1599
(408) 943-2600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
Barry E. Taylor, Esq.
Daniel R. Mitz, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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Common Stock of the
Registrant to be issued
upon exercise of options
granted under the IC
WORKS, Inc. 1992 Stock
Option Plan 1,800,000 shares $1.38 $2,484,000.00 $690.56
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable upon exercise of options granted under
the IC WORKS, Inc. 1992 Stock Option Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without
the receipt of consideration which results in an increase in the number of
the outstanding shares of Common Stock of Cypress Semiconductor
Corporation.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), solely for the purpose of calculating
the registration fee.With respect to 1,800,000 shares subject to
outstanding options to purchase Common Stock under the Plan, the proposed
maximum offering price per share is equal to the weighted average exercise
price of $1.38 per share pursuant to Rule 457(h) under the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by Cypress Semiconductor Corporation, a
Delaware corporation (the "Registrant"):
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 3, 1999.
2. The Registrant's Report on Form 8-K dated February 12, 1999, as
amended on Form 8-K/A filed on March 24, 1999.
3. The Registrant's Report on Form 8-K filed on April 16, 1999.
4. The Registrant's Registration Statement on Form 8-A relating to the
Registrant's Common Stock filed on May 12, 1986, and any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act 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 into this
Registration Statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 11 of Cypress's Certificate of Incorporation provides that, to the
fullest extent permitted by Delaware law, as the same now exists or may
hereafter be amended, a director shall not be personally liable to the
corporation 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 Cypress's Bylaws provides that Cypress (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 corporation) by reason of the fact that he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation 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
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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 corporation) by reason of the fact that he is or was
an employee or agent of the corporation, or is or was serving at the request of
the corporation 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 corporation 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 corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
Article VI of Cypress's Bylaws also provides that Cypress (1) 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
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the corporation, or is or was serving at the
request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, and (2) 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
corporation to procure a judgment in its favor by reason of the fact that he is
or was an employee or agent of the corporation, or is or was serving at the
request of the corporation 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 reasonably believed to be in or not opposed to the
best interests of the corporation 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 corporation 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 further provide that, to the extent that a director or officer
of the corporation 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 corporation 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.
Cypress's Bylaws also permit Cypress to secure insurance on behalf of any
officer, director, employee or other agent for any liability arising out of his
or her actions in such capacity, regardless of whether the Bylaws would permit
indemnification. Cypress currently maintains liability insurance for its
officers and directors.
Cypress has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in Cypress's
Certificate of Incorporation and Bylaws. These agreements, among other things,
indemnify Cypress'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
Cypress, arising out of such person's services as a director or officer of
Cypress, any
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subsidiary of Cypress or any other company or enterprise to which the person
provides services at the request of Cypress.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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NUMBER DOCUMENT
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4.1* IC WORKS, Inc. 1992 Stock Option Plan.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the securities being
registered.
23.1* Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3* Consent of Ernst & Young LLP, Independent Auditors.
24.1* Power of Attorney.
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* Previously filed on Form S-8 dated April 20, 1999 on (Registration
No. 333-76667).
ITEM 9. UNDERTAKINGS.
(a) The 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 this Registration Statement or any material change to such
information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), 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 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
into this 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 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 Commission 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on the Post-Effective Amendment No. 1 to the 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 Palo Alto, State of
California, on April 23, 1999.
CYPRESS SEMICONDUCTOR CORPORATION
By: /s/ Emmanuel Hernandez
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Emmanuel Hernandez
Vice President of Finance and
Administration and Chief Financial
Officer
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.
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SIGNATURE TITLE DATE
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* President, Chief Executive Officer April 23, 1999
- ----------------------------- and Director (Principal Executive
T. J. Rodgers Officer)
/s/ Emmanuel Hernandez Vice President, Finance and April 23, 1999
- ----------------------------- Administration and Chief Financial
Emmanuel Hernandez Officer (Principal Financial and
Accounting Officer)
* Chairman of the Board of Directors April 23, 1999
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Eric A. Benhamou
* Director April 23, 1999
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Fred B. Bialek
* Director April 23, 1999
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John C. Lewis
* Director April 23, 1999
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Alan F. Shugart
*By: /s/ Emmanuel Hernandez
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Emmanuel Hernandez
(Attorney-in-fact)
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INDEX TO EXHIBITS
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NUMBER DOCUMENT
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4.1* IC WORKS, Inc. 1992 Stock Option Plan.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the securities
being registered.
23.1* Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3* Consent of Ernst & Young LLP, Independent Auditors.
24.1* Power of Attorney.
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* Previously filed on Form S-8 dated April 20, 1999 on (Registration
No. 333-76667).
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EXHIBIT 23.2
CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on the Post-Effective Amendment No. 1 to Form S-8 of our report dated
January 25, 1999 appearing on page of 50 of Cypress Semiconductor Corporation's
Annual Report on Form 10-K for the year ended January 3, 1999.
April 19, 1999 /s/ PricewaterhouseCoopers LLP
San Jose, California
