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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CYPRESS SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-2885898
(State of incorporation or organization) (I.R.S. Employer Identification No.)
3901 NORTH FIRST STREET, SAN JOSE, CALIFORNIA, 95134-1599
(Address of principal executive offices and zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
4% CONVERTIBLE SUBORDINATED NOTES DUE 2005 NEW YORK STOCK EXCHANGE
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A. (c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General instruction A. (d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
(if applicable)
333-67203 and 333-95011
Securities to be registered pursuant to Section 12(g) of the Act:
None
________________________________________________________________________
(Title of class)
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ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the debt securities to be registered is contained in
the Prospectus Supplement dated January 19, 2000 and the Prospectus dated March
29, 1999, copies of which were electronically transmitted for filing with the
Commission pursuant to Rule 424(b) on January 20, 2000, each of which form a
part of the Registrant's Registration Statement on Form S-3 (No. 333-67203), and
are incorporated into the Registrant's Registration Statement on Form S-3MEF
(No. 333-95011) filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended.
ITEM 2. EXHIBITS.
4.1 Form of the Registrant's 4% Convertible Subordinated Note due 2005
(incorporated by reference to Exhibit 4.4 of the Registrant's Annual Report on
Form 10-K for the year ending January 2, 2000).
4.2 Indenture dated as of January 15, 2000 between the Registrant and
State Street Bank and Trust Company of California, N.A., as Trustee
(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K, dated March 17, 2000, as supplemented by the First Supplemental
Indenture dated as of January 15, 2000, (incorporated by reference to Exhibit
4.4 of the Registrant's Annual Report on Form 10-K for the year ending January
2, 2000), each relating to the Notes to be registered hereunder.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
CYPRESS SEMICONDUCTOR CORPORATION
Date: March 17, 2000
By: /s/ Emmanuel Hernandez
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Name: Emmanuel Hernandez
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Title: Chief Financial Officer
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