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As filed with the Securities and Exchange Commission on January 20, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYPRESS SEMICONDUCTOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
3901 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95134-1599
(Address of principal executive offices)
DELAWARE 94-2885898
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
T.J. RODGERS
PRESIDENT
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
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
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, check the following box. [ ]
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. [X] 333-67203.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED OFFERING PRICE(1)(2) OFFERING PRICE PER UNIT(1) REGISTRATION FEE(2)
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<S> <C> <C> <C>
Common Stock, $0.01 par value...... - - -
Preferred Stock, $0.01 par value... - - -
Debt Securities.................... - - -
Total.......................... $47,329,330 100%(3) $12,495 (4)
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(1) Or (i) if any debt securities are issued at 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). Exclusive of accrued interest, if any,
on the debt securities.
(3) We will determine the proposed maximum offering price per unit in connection
with the issuance of the securities.
(4) Securities with a proposed maximum offering price of $63,353,350 were
previously offered on registration statement no. 333-67203, declared effective
on March 29, 1999 by the Commission.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-3, REGISTRATION NUMBER 333-67203.
Cypress Semiconductor Corporation is filing this registration statement
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended. This registration statement relates to the public offering of our debt
and equity securities contemplated by the registration statement on Form S-3
(Reg. No. 333-67203) filed by us with the Securities and Exchange Commission,
which we refer to in this document as the Commission, on November 12, 1998.
Registration statement 333-67203 was amended by amendment no. 1, filed on
January 22, 1999, amendment no. 2, filed on February 18, 1999, amendment no. 3,
filed on March 24, 1999, and amendments nos. 4 and 5 filed on March 29, 1999.
Registration statement 333-67203 was declared effective March 29, 1999.
We are filing this registration statement for the sole purpose of
increasing the aggregate amount of securities issuable by $47,329,330. The
contents of registration statement 333-67203, including each of the documents we
filed with the Commission and incorporated or that were deemed to be
incorporated by reference therein, and all exhibits thereto, are incorporated in
this registration statement by reference.
We hereby certify that we have instructed our bank to transmit to the
Commission the applicable filing fee by a wire transfer from our account to the
Commission's account at Mellon Bank as soon as practicable, but no later than
the close of the next business day following the filing of this registration
statement. We further certify that we will not revoke the instructions to make
the wire transfer and that we have sufficient funds in our account to cover the
amount of the filing fee.
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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-3
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 January 19, 2000.
CYPRESS SEMICONDUCTOR CORPORATION
By: /s/ Emmanuel Hernandez
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Emmanuel Hernandez
Chief Financial Officer, Vice President,
Finance and Administration and Secretary
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Act, this registration
statement on Form S-3 has been signed by the following persons in the capacities
and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ T.J. Rodgers President, Chief Executive Officer and January 19, 2000
- --------------------------- Director
T.J. Rodgers (Principal Executive Officer)
/s/ Emmanuel Hernandez Chief Financial Officer, Vice President, January 19, 2000
- --------------------------- Finance and Administration and Secretary
Emmanuel Hernandez (Principal Financial and Accounting
Officer)
* Director January 19, 2000
- ---------------------------
Alan F. Shugart
* Director January 19, 2000
- ---------------------------
John C. Lewis
* Director January 19, 2000
- ---------------------------
Fred B. Bialek
* Director January 19, 2000
- ---------------------------
Eric A. Benhamou
* By: /s/ Emmanuel Hernandez
- ----------------------------
Emmanuel Hernandez,
Attorney-in-Fact
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit No. Description
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<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, counsel to Cypress.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, counsel to Cypress (contained in Exhibit 5.1).
24.1 Power of Attorney.*
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* Incorporated by reference from Cypress' registration statement on
Form S-3, as amended, Commission file number 333-67203.
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EXHIBIT 5.1
January 20, 2000
Cypress Semiconductor Corporation
3901 North First Street
San Jose, CA 95134-1599
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
(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 Rule 462(b)
under 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 $47,329,330 or the equivalent thereof in one or more
foreign currencies or composite currencies, and for which a Registration
Statement on Form S-3 (No. 333-67203) was declared effective by the Securities
and Exchange Commission on March 29, 1999 in connection with the registration of
such Debt Securities, Common Stock and 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 (the "Prospectus") and the supplements to the
Prospectus (the "Prospectus Supplements"). 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
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Cypress Semiconductor Corporation
January 20, 2000
Page 2
of Common Stock are to be sold pursuant to an Underwriting Agreement (Common
Stock) (the "Common Stock Underwriting Agreement"), the shares of Preferred
Stock are to be sold pursuant to an Underwriting Agreement (Preferred Stock)
(the "Preferred Stock Underwriting Agreement"), and the Debt Securities are to
be sold pursuant to an Underwriting Agreement (Debt Securities) (the "Debt
Securities Underwriting Agreement") or an Underwriting Agreement (Convertible
Debt Securities) (the "Convertible Debt Securities Underwriting Agreement"), in
substantially the respective form to be filed as exhibits to, or incorporated by
reference in, the Registration Statement. The Debt Securities are to be issued
in the forms of Debt Securities included in the Indentures filed as exhibits to
the Registration Statement.
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 pursuant to the Debt Securities
Underwriting Agreement or the Convertible Debt Securities Underwriting Agreement
and as described in the Registration Statement, any amendment thereto, the
Prospectus and any Prospectus Supplement relating thereto, 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 pursuant to the
Debt Securities Underwriting Agreement or the Convertible Debt Securities
Underwriting Agreement and as described in the Registration Statement, any
amendment thereto, the Prospectus and any Prospectus Supplement relating
thereto, the Subordinated Debt Securities will be legal, valid and binding
obligations of the Company, entitled to the benefits of the Subordinated
Indenture.
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Cypress Semiconductor Corporation
January 20, 2000
Page 3
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 in accordance with the Preferred
Stock Underwriting Agreement and as described in the Registration Statement, any
amendment thereto, the Prospectus and the Prospectus Supplement relating
thereto, 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
maybe 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 in accordance the Common Stock Underwriting Agreement and as described
in the Registration Statement, any amendment thereto, the Prospectus and any
Prospectus Supplement relating thereto, the shares of Common Stock will be
legally 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.
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
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Cypress Semiconductor Corporation
January 20, 2000
Page 4
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.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
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EXHIBIT 23.1
Consent of Independent Accountants.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 25, 1999 relating to the
financial statements and financial statement schedules, which appears in Cypress
Semiconductor Corporation's Annual Report on Form 10-K for the year ended
January 3, 1999. We also consent to the incorporation by reference of our report
dated June 4, 1999 relating to the financial statements, which appears in the
Current Report on Form 8-K/A of Cypress Semiconductor Corporation dated January
19, 2000.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
January 19, 2000
