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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): June 8, 2000.
CYPRESS SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-10079 94-2885898
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
3901 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95134-1599
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Address of principal executive offices
(408) 943-2600
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Registrant's telephone number, including area code
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EXHIBITS
99.1 Agreement and Plan of Reorganization between Cypress and RadioCom
and with respect to Article VII only, U.S. Bank Trust, N.A. and
Russell R. Moen, Jr., dated as of June 8, 2000.
99.2 Agreement and Plan of Merger of RadioCom Acquisition Corp., an
Oregon corporation and RadioCom Corporation, an Oregon
corporation dated June 29, 2000.
99.3 Press release of Cypress dated April 27, 2000.
ITEM 5. OTHER EVENTS
On June 29, 2000, Cypress Semiconductor Corporation, a Delaware
corporation ("Cypress") completed its acquisition of RadioCom Corporation, an
Oregon corporation ("RadioCom"), a privately-held corporation engaged in the
business of the design of radio frequency integrated circuits, in accordance
with that certain Agreement and Plan of Reorganization among Cypress and
RadioCom, and with respect to Article VII thereof only, U.S. Bank Trust, N.A.
and Russell R. Moen, Jr., dated as of June 8, 2000 (the "Reorganization
Agreement"). Pursuant to the Reorganization Agreement, a wholly-owned subsidiary
of Cypress merged with and into RadioCom and became a wholly-owned subsidiary of
Cypress, changing its name to RadioCom Acquisition Corporation (the "Merger").
The Merger Agreement was filed with the Oregon Secretary of State on June 29,
2000.
Under the Reorganization Agreement, an aggregate of approximately
240,000 shares of Cypress Common Stock has been issued or reserved for issuance
to the holders of RadioCom common stock, preferred stock and options. The shares
of Cypress common stock issued to the RadioCom common and preferred shareholders
were issued in reliance on Section 3(a)(10) of the Securities Act of 1933, as
amended (the "Securities Act") following a fairness hearing before, and issuance
of a permit by, the Oregon Commission of Corporations.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
99.1 Agreement and Plan of Reorganization between Cypress and RadioCom
and with respect to Article VII only, U.S. Bank Trust, N.A. and
Russell R. Moen, Jr., dated as of June 8, 2000.
99.2 Agreement and Plan of Merger of RadioCom Acquisition Corp., an
Oregon corporation and RadioCom Corporation, an Oregon corporation
dated June 29, 2000.
99.3 Press release of Cypress dated April 27, 2000.
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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
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Emmanuel Hernandez, Vice President of
Finance and Administration and Chief
Financial Officer
Date: July 26, 2000
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EXHIBITS
99.1 Agreement and Plan of Reorganization between Cypress and RadioCom
and with respect to Article VII only, U.S. Bank Trust, N.A. and
Russell R. Moen, Jr., dated as of June 8, 2000.
99.2 Agreement and Plan of Merger of RadioCom Acquisition Corp., an
Oregon corporation and RadioCom Corporation, an Oregon
corporation dated June 29, 2000.
99.3 Press release of Cypress dated April 27, 2000.
