<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 2000
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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)
<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. [ ]
- ---------------
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. [ ]
- ---------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEES
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED SHARE OFFERING PRICE(1)(2) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
Preferred Stock, $0.01 par value..... -- --
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value........ -- --
- -----------------------------------------------------------------------------------------------------------------------------------
Debt Securities...................... -- --
- -----------------------------------------------------------------------------------------------------------------------------------
Total............................ 400,000,000 $105,600
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</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.
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OF SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JANUARY 28, 2000
PRELIMINARY PROSPECTUS
CYPRESS SEMICONDUCTOR CORPORATION
-------------------------
$400,000,000
-------------------------
BY THIS PROSPECTUS, WE MAY OFFER --
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
-------------------------
Cypress Semiconductor's Common Stock is traded on the New York Stock
Exchange under the symbol "CY." On January 28, 2000, the last reported sale
price for our common stock on the New York Stock Exchange was $34 3/16.
-------------------------
SEE "RISK FACTORS" ON PAGE 3 FOR INFORMATION YOU SHOULD CONSIDER BEFORE
BUYING THE SECURITIES.
-------------------------
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
-------------------------
This prospectus may not be used to offer and sell securities unless
accompanied by a prospectus supplement.
-------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------------
This prospectus is dated January , 2000
<PAGE> 3
SUMMARY
PROSPECTUS SUPPLEMENT
This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf process, we may, over the next two years,
sell any combination of securities described in this prospectus in one or more
offerings up to a total dollar amount of $400,000,000. This prospectus provides
you with a general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described below under the heading "Where You Can Find More
Information."
OFFICES AND PLACE OF INCORPORATION
Cypress Semiconductor Corporation is an international supplier of
high-performance integrated circuits with worldwide headquarters in San Jose. We
commenced operations in 1982 and were incorporated in California in December
1982. In February 1987, we were reincorporated in Delaware. Our principal
executive offices are located at 3901 North First Street, San Jose, California
95134. Our telephone number is (408) 943-2600.
THE SECURITIES WE MAY OFFER
We may offer up to $400,000,000 of any of the following securities: debt
securities, preferred stock and common stock. The prospectus supplement will
describe the specific amounts, prices and terms of these securities.
Debt Securities
We may offer unsecured general obligations in the form of either senior or
subordinated debt. Senior debt includes our notes, debt and guarantees, which
are for money borrowed and not subordinated. Subordinated debt, designated at
the time it is issued, is entitled to interest and principal payments after the
senior debt payments.
The senior and subordinated debt will be issued under separate indentures
between us and State Street Bank and Trust Company of California, N.A., as
trustee. We have summarized the general features of the debt from the
indentures. We encourage you to read the indentures, which are exhibits to our
registration statement on Form S-3, file no. 333-67203, and the documents listed
below under the heading "Where You Can Find More Information."
Preferred Stock
We may issue preferred stock in one or more series and will determine the
dividend, voting, and conversion rights, and other provisions at the time of
sale.
Common Stock
Common stock holders are entitled to receive dividends declared by the
Board of Directors, subject to rights of preferred stock holders. Currently, we
do not pay a dividend. Each holder of common stock is entitled to one vote per
share. The holders of common stock have no preemptive rights or cumulative
voting rights.
2
<PAGE> 4
RISK FACTORS
You should carefully consider the risks described below before
participating in this offering. If any of the following risks actually occur,
our business, financial condition and operating results could be materially
adversely affected, the trading price of our common stock could decline, and you
might lose all or part of your investment.
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as "anticipate," "believes," "expects,"
"future," "intends" and similar expressions to identify forward-looking
statements. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this prospectus. Our actual
results could differ materially from those anticipated in these forward-looking
statements for many reasons, including the risks described below and elsewhere
in this prospectus.
RISKS RELATED TO OUR BUSINESS
OUR FUTURE OPERATING RESULTS ARE VERY LIKELY TO FLUCTUATE AND THEREFORE MAY FAIL
TO MEET EXPECTATIONS.
Our operating results have varied widely in the past and may continue to
fluctuate in the future. In addition, our operating results may not follow any
past trends. Our future operating results will depend on many factors and may
fluctuate and fail to meet our expectations or those of others for a variety of
reasons, including the following:
- the intense competitive pricing pressure to which our products are
subject, which can lead to rapid and unexpected declines in average
selling prices;
- the complexity of our manufacturing processes and the sensitivity of our
production costs to declines in manufacturing yields, which make yield
problems both possible and costly when they occur; and
- the need for constant, rapid new product introductions, which present an
ongoing design and manufacturing challenge, which can be significantly
impacted by even relatively minor errors, and which may result in
products never achieving expected market demand.
As a result of these or other factors we could fail to achieve our
expectations as to future revenues, gross profit and income from operations. Any
downward fluctuation or failure to meet expectations will likely adversely
affect the value of your investment in the securities. Also, the performance of
the semiconductor industry as a whole is characterized by cyclical swings in
revenue and profitability and these swings may harm us.
Because we recognize revenues from sales to our domestic distributors only
when these distributors make a sale to customers, we are highly dependent on the
accuracy of their resale estimates. The occurrence of inaccurate estimates also
contributes to the difficulty in predicting our quarterly revenue and results of
operations.
WE FACE PERIODS OF INDUSTRY-WIDE SEMICONDUCTOR OVER-SUPPLY THAT HARM OUR
RESULTS.
The semiconductor industry has historically been characterized by wide
fluctuations in the demand for, and supply of, semiconductors, and these
fluctuations have helped produce many occasions when supply and demand for
semiconductors have not been in balance. In the past, our operating results have
been harmed by these industry-wide fluctuations in the demand for
semiconductors, which have resulted in under-utilization of our manufacturing
capacity. In some cases, industry downturns with these characteristics have
lasted more than a year. If these cycles continue, they will seriously harm our
business, financial condition and results of operations.
3
<PAGE> 5
OUR FINANCIAL RESULTS COULD BE SERIOUSLY HARMED IF THE MARKETS IN WHICH WE SELL
OUR PRODUCTS DO NOT GROW.
Our continued success depends in large part on the continued growth of
various electronics industries that use our semiconductors, including the
following industries:
- data communications and telecommunications equipment;
- computers and computer related peripherals;
- automotive electronics;
- industrial controls; and
- consumer electronics equipment and military equipment.
A significant portion of our products are incorporated into data
communications and telecommunications end-products. Any decline in the demand
for networking applications, mass storage, telecommunications, cellular base
stations, cellular handsets and other personal communication devices that
incorporate our products could seriously harm our business, financial condition
and operating results. In addition, certain of our products, including Universal
Serial Bus microcontrollers, high-frequency clocks and static RAMs, are
incorporated into computer and computer-related products, which have
historically experienced significant fluctuations in demand. We may also be
seriously harmed by slower growth in the other markets in which we sell our
products.
WE ARE AFFECTED BY A GENERAL PATTERN OF PRODUCT PRICE DECLINE AND FLUCTUATIONS,
WHICH CAN HARM OUR BUSINESS.
Even in the absence of an industry downturn, the average selling prices of
our products have historically decreased during the products' lives, and we
expect this trend to continue. In order to offset these average selling price
decreases, we attempt to decrease manufacturing costs of our products, and to
introduce new, higher priced products that incorporate advanced features. If
these efforts are not successful or do not occur in a timely manner, or if our
newly introduced products do not gain market acceptance, our business, financial
condition and results of operations could be seriously harmed.
In addition to following the general pattern of decreasing average selling
prices, the selling prices for certain products, particularly commodity static
RAM products, fluctuate significantly with real and perceived changes in the
balance of supply and demand for these products. Growth in the worldwide supply
of static RAMs in recent periods resulted in a decrease in average selling
prices for such products. In the event we are unable to decrease per unit
manufacturing costs faster than the rate at which average selling prices
continue to decline, our business, financial condition and results of operations
will be seriously harmed. In addition, we expect our competitors to invest in
new manufacturing capacity and achieve significant manufacturing yield
improvements in the future. These developments could dramatically increase the
worldwide supply of static RAM products and result in associated downward
pressure on prices.
WE MAY BE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, AND MAY
FACE SIGNIFICANT EXPENSES AS A RESULT OF ONGOING OR FUTURE LITIGATION.
Protection of our intellectual property rights is essential to keep others
from copying the innovations that are central to our existing and future
products. Consequently, we may become involved in litigation to enforce our
patents or other intellectual property rights, to protect our trade secrets and
know-how, to determine the validity or scope of the proprietary rights of
others, or to defend against claims of invalidity. This type of litigation can
be expensive, regardless of whether we win or lose.
Also, we are now and may again become involved in litigation relating to
alleged infringement by us of others' patents or other intellectual property
rights. This type of litigation is frequently expensive to both the winning
party and the losing party and takes up significant amounts of management's time
and attention. In addition, if we lose such a lawsuit, a court could require us
to pay substantial damages and/or
4
<PAGE> 6
royalties or prohibit us from using essential technologies. For these and other
reasons, this type of litigation could seriously harm our business, financial
condition and results of operations. Also, although we may seek to obtain a
license under a third party's intellectual property rights in order to bring an
end to certain claims or actions asserted against us, we may not be able to
obtain such a license on reasonable terms or at all.
We have entered into technology license agreements with third parties that
give those parties the right to use patents and other technology developed by
us, and that give us the right to use patents and other technology developed by
them. We anticipate that we will continue to enter into these kinds of licensing
arrangements in the future. It is possible however, that licenses we want will
not be available to us on commercially reasonable terms. If we lose existing
licenses to key technology, or are unable to enter into new licenses which we
deem important, our business, financial condition and results of operations
could be seriously harmed.
Because it is critical to our success that we are able to prevent
competitors from copying our innovations, we intend to continue to seek patent,
trade secret and mask work protection for our semiconductor manufacturing
technologies. The process of seeking patent protection can be long and
expensive, and we cannot be certain that any currently pending or future
applications will actually result in issued patents, or that, even if patents
are issued, they will be of sufficient scope or strength to provide meaningful
protection or any commercial advantage to us. Furthermore, others may develop
technologies that are similar or superior to our technology or design around the
patents we own.
We also rely on trade secret protection for our technology, in part through
confidentiality agreements with our employees, consultants and third parties.
However, these parties may breach these agreements, and we may not have adequate
remedies for any breach. Also, others may come to know about or determine our
trade secrets through a variety of methods. In addition, the laws of certain
territories in which we develop, manufacture or sell our products may not
protect our intellectual property rights to the same extent as the laws of the
United States.
OUR FINANCIAL RESULTS COULD BE ADVERSELY IMPACTED IF WE FAIL TO DEVELOP,
INTRODUCE AND SELL NEW PRODUCTS OR FAIL TO DEVELOP AND IMPLEMENT NEW
MANUFACTURING TECHNOLOGIES.
Like many semiconductor companies, which frequently operate in a highly
competitive, quickly changing environment marked by rapid obsolescence of
existing products, our future success depends on our ability to develop and
introduce new products that customers choose to buy. We introduce significant
numbers of product each year, which are an important source of revenue for us.
If we fail to compete and introduce new product designs in a timely manner or
are unable to manufacture products according to the requirements of these
designs (discussed more below), or if our customers do not successfully
introduce new systems or products incorporating ours, or market demand for our
new products does not exist as anticipated, our business, financial condition
and results of operations could be seriously harmed.
For us and many other semiconductor companies, introduction of new products
is a major manufacturing challenge. The new products the market requires tend to
be increasingly complex, incorporating more functions and operating at faster
speeds than prior products. Increasing complexity generally requires smaller
features on a chip. This makes manufacturing new generations of products
substantially more difficult than prior products. Ultimately, whether we can
successfully introduce these and other new products depends on our ability to
develop and implement new ways of manufacturing semiconductors. If we are unable
to design, develop, manufacture, market and sell new products successfully, our
business, financial condition and results of operations would be seriously
harmed.
INTERRUPTIONS IN THE AVAILABILITY OF RAW MATERIALS CAN SERIOUSLY HARM OUR
FINANCIAL PERFORMANCE.
Our semiconductor manufacturing operations require raw materials that must
meet exacting standards. We generally have available more than one source of
these materials, but there are only a limited number of suppliers capable of
delivering certain raw materials that meet our standards. If we need to use
other companies as suppliers, they must go through a qualification process. In
addition, the raw materials we
5
<PAGE> 7
need for our business could become scarcer as worldwide demand for
semiconductors increases. Interruption of our sources of raw materials could
seriously harm our business, financial condition and results of operations.
PROBLEMS IN THE PERFORMANCE OF OTHER COMPANIES WE HIRE TO PERFORM CERTAIN
MANUFACTURING TASKS CAN SERIOUSLY HARM OUR FINANCIAL PERFORMANCE.
A high percentage of our products are assembled, packaged and tested at our
manufacturing facility located in the Philippines. We rely on independent
subcontractors to assemble, package and test the balance of our products. This
reliance involves certain risks, because we have less control over manufacturing
quality and delivery schedules, whether these companies have adequate capacity
to meet our needs and whether or not they discontinue or phase-out assembly
processes we require. We cannot be certain that these subcontractors will
continue to assemble, package and test products for us, and it might be
difficult for us to find alternatives if they do not do so.
THE COMPLEX NATURE OF OUR MANUFACTURING ACTIVITIES MAKES US HIGHLY SUSCEPTIBLE
TO MANUFACTURING PROBLEMS AND THESE PROBLEMS CAN HAVE SUBSTANTIAL NEGATIVE
IMPACT ON US WHEN THEY OCCUR.
Making semiconductors is a highly complex and precise process, requiring
production in a tightly controlled, clean environment. Even very small
impurities in our manufacturing materials, difficulties in the wafer fabrication
process, defects in the masks used to print circuits on a wafer or other factors
can cause a substantial percentage of wafers to be rejected or numerous chips on
each wafer to be nonfunctional. We may experience problems in achieving an
acceptable success rate in the manufacture of wafers, and the likelihood of
facing such difficulties is higher in connection with the transition to new
manufacturing methods. The interruption of wafer fabrication or the failure to
achieve acceptable manufacturing yields at any of our facilities would seriously
harm our business, financial condition and results of operations. We may also
experience manufacturing problems in our assembly and test operations and in the
introduction of new packaging materials.
WE MAY NOT BE ABLE TO USE ALL OF OUR EXISTING OR FUTURE MANUFACTURING CAPACITY,
WHICH CAN NEGATIVELY IMPACT OUR BUSINESS.
We have spent, and expect to continue to spend, significant amounts of
money to upgrade and increase our wafer fabrication, assembly and test
manufacturing capability and capacity. If we do not need some of this capacity
and capability for any of a variety of reasons, including inadequate demand or a
significant shift in the mix of product orders that makes our existing capacity
and capability inadequate or in excess of our actual needs, our fixed costs per
semiconductor produced will increase, which will harm us. In addition, if the
need for more advanced products requires accelerated conversion to technologies
capable of manufacturing semiconductors having smaller features, or requires the
use of larger wafers, we are likely to face higher operating expenses and may
need to write-off capital equipment made obsolete by the technology conversion,
either of which could seriously harm our business and results of operations.
OUR OPERATIONS AND FINANCIAL RESULTS COULD BE SEVERELY HARMED BY CERTAIN NATURAL
DISASTERS.
Our headquarters and some manufacturing facilities and some of our major
vendors' facilities are located near major earthquake faults. If a major
earthquake or other natural disaster occurs, we could suffer damages that could
seriously harm our business, financial condition and results of operations.
OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION WILL BE SERIOUSLY
HARMED IF WE FAIL TO SUCCESSFULLY COMPETE IN OUR HIGHLY COMPETITIVE INDUSTRY AND
MARKETS.
The semiconductor industry is intensely competitive. This intense
competition results in a difficult operating environment for us and most other
semiconductor companies that is marked by erosion of average selling prices over
the lives of each product, rapid technological change, limited product life
cycles and strong domestic and foreign competition in many markets. A primary
cause of this highly competitive environment is
6
<PAGE> 8
the strengths of our competitors. The industry consists of major domestic and
international semiconductor companies, many of which have substantially greater
financial, technical, marketing, distribution and other resources than we do. We
face competition from other domestic and foreign high-performance integrated
circuit manufacturers, many of which have advanced technological capabilities
and have increased their participation in markets that are important to us. If
we are unable to compete successfully in this environment, our business,
operating results and financial condition will be seriously harmed.
Our ability to compete successfully in the rapidly evolving high
performance portion of the semiconductor technology industry depends on many
factors, including:
- our success in developing new products and manufacturing technologies;
- the quality and price of our products;
- the diversity of our product lines;
- the cost-effectiveness of our design, development, manufacturing and
marketing efforts;
- the pace at which customers incorporate our products into their systems;
and
- the number and nature of our competitors and general economic conditions.
Although we believe we currently compete effectively in the above areas to the
extent they are within our control, given the pace of change in the industry,
our current abilities are not a guarantee of future success.
WE MUST BUILD SEMICONDUCTORS BASED ON OUR FORECASTS OF DEMAND, AND IF OUR
FORECASTS ARE INACCURATE, WE MAY HAVE LARGE AMOUNTS OF UNSOLD PRODUCTS OR WE MAY
NOT BE ABLE TO FILL ALL ORDERS.
We order materials and build semiconductors based primarily on our internal
forecasts, and secondarily on existing orders, which may be cancelled under many
circumstances. Consequently, we depend on our forecasts to determine inventory
levels for our products and the amount of manufacturing capacity that we need.
Because our markets are volatile and subject to rapid technological and price
changes, our forecasts may be wrong, and we may make too many or too few of
certain products or have too much or too little manufacturing capacity. Also,
our customers frequently place orders requesting product delivery almost
immediately after the order is made, which makes forecasting customer demand
even more difficult. The above factors also make it difficult to forecast
quarterly operating results. If we are unable to predict accurately the
appropriate amount of product required to meet customer demand, our business,
financial condition and results of operations could be seriously harmed.
WE MUST SPEND HEAVILY ON EQUIPMENT TO STAY COMPETITIVE, AND WILL BE ADVERSELY
IMPACTED IF WE ARE UNABLE TO SECURE FINANCING FOR SUCH INVESTMENTS.
In order to remain competitive semiconductor manufacturers generally must
spend heavily on equipment to maintain or increase manufacturing capacity and
capability. In particular, we have budgeted for $200 million in expenditures on
equipment in 2000 and anticipate significant continuing capital expenditures in
subsequent years. In the past, we have reinvested a substantial portion of our
cash flow from operations in capacity expansion and improvement programs.
However, our cash flows from operations depend primarily on average selling
prices, which generally decline over time, and the per-unit cost of our
products.
If we are unable to decrease costs for our products at a rate at least as
fast as the rate of the decline in selling prices for such products, we may not
be able to generate enough cash flow from operations to maintain or increase
manufacturing capability and capacity as necessary. In such a situation we would
need to seek financing from external sources to satisfy our needs for
manufacturing equipment and, if cash flow from operations declines too much, for
operational cash needs as well. However, such financing may
7
<PAGE> 9
not be available on terms which are satisfactory to us or at all, in which case
our business, financial condition and results of operations will be seriously
harmed.
WE COMPETE WITH OTHERS TO ATTRACT AND RETAIN KEY PERSONNEL, AND ANY LOSS OF, OR
INABILITY TO ATTRACT, SUCH PERSONNEL WOULD HARM US.
To a greater degree than most non-technology companies, we depend on the
efforts and abilities of certain key management and technical personnel. Our
future success depends, in part, upon our ability to retain such personnel, and
to attract and retain other highly qualified personnel, particularly product and
process engineers. We compete for these individuals with other companies,
academic institutions, government entities and other organizations. Competition
for such personnel is intense and we may not be successful in hiring or
retaining new or existing qualified personnel. If we lose existing qualified
personnel or are unable to hire new qualified personnel as needed, our business,
financial condition and results of operations could be seriously harmed.
WE FACE ADDITIONAL PROBLEMS AND UNCERTAINTIES ASSOCIATED WITH INTERNATIONAL
OPERATIONS THAT COULD SERIOUSLY HARM US.
International sales represented approximately 47.7% of our revenues during
the first nine months of fiscal 1999 and approximately 42.8% of our revenues
during the same period in fiscal 1998. Our offshore assembly and test
operations, as well as our international sales, face risks frequently associated
with foreign operations, including:
- currency exchange fluctuations;
- political instability;
- changes in local economic conditions;
- the devaluation of local currencies;
- import and export controls; and
- changes in tax laws, tariffs and freight rates.
To the extent any such risks materialize, our business, financial condition
and results of operations could be seriously harmed.
WE ARE SUBJECT TO MANY DIFFERENT ENVIRONMENTAL REGULATIONS, AND COMPLIANCE WITH
THEM MAY BE COSTLY.
We are subject to many different governmental regulations related to the
storage, use, discharge and disposal of toxic, volatile or otherwise hazardous
chemicals used in our manufacturing process. Compliance with these regulations
can be costly. In addition, over the last several years, the public has paid a
great deal of attention to the potentially negative environmental impact of
semiconductor manufacturing operations. This attention and other factors may
lead to changes in environmental regulations that could force us to purchase
additional equipment or comply with other potentially costly requirements. If we
fail to control the use of, or to adequately restrict the discharge of,
hazardous substances under present or future regulations, we could face
substantial liability or suspension of our manufacturing operations, which could
seriously harm our business, financial condition and results of operations.
WE DEPEND ON THIRD PARTIES TO TRANSPORT OUR PRODUCTS AND COULD BE HARMED IF
THESE PARTIES EXPERIENCE PROBLEMS.
We rely on independent carriers and freight haulers to move our products
between manufacturing plants and to our customers. We have limited control over
these parties; however, any transport or delivery problems because of their
errors, or because of unforeseen interruptions in their activities due to
factors such as strikes, political instability, natural disasters and accidents,
could seriously harm our business, financial condition and results of operations
and ultimately impact our relationship with our customers.
8
<PAGE> 10
WE MAY FAIL TO INTEGRATE OUR BUSINESS AND TECHNOLOGIES WITH THOSE OF COMPANIES
THAT WE HAVE RECENTLY ACQUIRED AND THAT WE MAY ACQUIRE IN THE FUTURE.
We completed four acquisitions in calendar 1999, recently announced the
pending acquisition of Galvantech, Inc. and intend to pursue additional
acquisitions in the future. If we fail to successfully or properly integrate
these businesses, our quarterly and annual results may be seriously harmed.
Integrating additional businesses, products and services could be expensive,
time-consuming and a strain on our resources. Specific issues that we face with
regard to prior and future acquisitions include:
- the difficulty of integrating acquired technology or products;
- the difficulty of assimilating the personnel of the acquired companies;
- the difficulty of coordinating and integrating geographically dispersed
operations;
- our ability to retain customers of the acquired company;
- the potential disruption of our on-going business and distraction of
management;
- the maintenance of brand recognition of acquired businesses;
- the failure to successfully develop acquired in-process technology,
resulting in the impairment of amounts currently capitalized as
intangible assets;
- unanticipated expenses related to technology integration;
- the maintenance of uniform standards, corporate cultures, controls,
procedures and policies;
- the impairment of relationships with employees and customers as a result
of any integration of new management personnel; and
- the potential unknown liabilities associated with acquired businesses.
Our inability to address any of these risks could seriously harm our business.
Moreover, we cannot assure you that the acquisition of Galvantech, Inc. will be
completed.
WE FACE A NUMBER OF UNKNOWN RISKS ASSOCIATED WITH YEAR 2000 PROBLEMS.
The year 2000 computer issue creates a variety of risks for us. The year
2000 computer problem refers to the potential for system and processing failures
of date-related data as a result of computer-controlled systems using two digits
rather than four to define the applicable year. For example, computer programs
that have time-sensitive software may recognize a date represented as "00" as
the year 1900 rather than the year 2000. This could result in a system failure
or miscalculations causing disruptions of operations, including among other
things, interruptions in manufacturing, design and process development
operations, disruptions in processing business transactions, and disruptions in
other normal business activities. Issues related to the year 2000 computer
problem could still arise. The risks involve:
- potential warranty or other claims by customers with respect to errors in
our products;
- errors in systems we use to run our business;
- errors in systems used by our suppliers;
- errors in systems used by customers; and
- potential reduced spending by customers as a result of concerns about
potential year 2000 problems.
We have designed most of our products to be year 2000 compliant and have
developed corrective measures for other products that were not originally
designed to be year 2000 compliant. However, our products may be integrated into
or used in conjunction with products supplied by other vendors. We cannot
evaluate whether all of the products of other vendors are year 2000 compliant.
We may face claims based on year 2000 problems in other companies' products or
based on issues arising from the integration
9
<PAGE> 11
or use of multiple products. We may in the future be required to defend our
products in legal proceedings which could be expensive regardless of the merits
of these claims.
If our suppliers, vendors, partners, customers and service providers fail
to correct their year 2000 problems, these failures could result in an
interruption in, or a failure of, our normal business activities or operations.
If a year 2000 problem occurs, it may be difficult to determine which party's
products have caused the problem. These failures could interrupt our operations
and damage our relationships with customers. Due to the general uncertainty
inherent in the year 2000 problem resulting from the readiness of third-party
suppliers and vendors, we are unable to determine at this time whether
third-party year 2000 failures could harm our business, results of operations
and financial condition.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the
Commission, in accordance with the Securities Exchange Act of 1934. You may read
and copy our reports, proxy statements and other information filed by us at the
public reference facilities of the Commission in Washington, D.C., New York, New
York and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for
further information about the public reference rooms. Our reports, proxy
statements and other information filed with the Commission are available to the
public over the Internet at the Commission's World Wide Web site at
http://www.sec.gov.
The Commission allows us to "incorporate by reference" the information we
filed with them, which means that we can disclose important information by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus, and information that we file later
with the Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
by us with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act until our offering is complete:
- Annual Report on Form 10-K for the fiscal year ended January 3, 1999.
- Quarterly Reports on Form 10-Q for the fiscal quarters ended April 4,
1999, July 4, 1999 (as amended on Form 10-Q/A filed with the Commission
on December 8, 1999), and October 3, 1999, and the Amended Quarterly
Reports filed on March 24, 1999, for the fiscal quarters ended March 30,
1998, June 29, 1998 and September 28, 1998;
- Current Reports on Form 8-K filed on February 12, 1999 (as amended on
Form 8-K/A filed with the Commission on March 24, 1999), April 16, 1999,
December 8, 1999 (as amended on Form 8-K/A filed with the Commission on
January 19, 2000) January 18, 2000, and on January 24, 2000; and
- The description of our common stock contained in Form 8-A filed with the
Commission on May 12, 1986, and any amendment or report filed for the
purpose of updating such description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Chief Financial Officer
Cypress Semiconductor Corporation
3901 North First Street
San Jose, California 95134
(408) 943-2600
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
10
<PAGE> 12
USE OF PROCEEDS
Unless otherwise indicated in the prospectus supplement, the net proceeds
from the sale of securities will be used for general corporate purposes,
including capital expenditures and to meet working capital needs. We expect from
time to time to evaluate the acquisition of businesses, products and
technologies for which a portion of the net proceeds may be used. Currently,
however, we do not have any understandings, commitments or agreements with
respect to any material acquisitions for which a portion of the net proceeds may
be used. Pending such uses, we will invest the net proceeds in interest-bearing
securities.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for each of the periods indicated is
as follows:
<TABLE>
<CAPTION>
1999
1994 1995 1996 1997 1998(2) (UNAUDITED)
----- ----- ---- ---- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges(1)... 16.6x 20.7x 8.2x 1.9x -- 6.5x
</TABLE>
- ---------------
(1) Reflects the acquisition of IC Works, Inc. in April 1999 which was accounted
for as a pooling of interests.
(2) Earnings were inadequate to cover fixed charges by $118.4 million.
These computations include us and our consolidated subsidiaries. For these
ratios, "earnings" is determined by adding "total fixed charges," excluding
interest capitalized, income taxes, minority common stockholders' equity in net
income and amortization of interest capitalized to income from continuing
operations after eliminating equity in undistributed earnings and adding back
losses of companies of which we own at least 20% but less than 50% of the
equity. For this purpose, "total fixed charges" consists of (i) interest on all
indebtedness and amortization of debt discount and expense, (ii) interest
capitalized and (iii) an interest factor attributable to rentals.
DESCRIPTION OF THE DEBT SECURITIES
The debt securities will either be our senior debt securities or our
subordinated debt securities. The debt securities will be issued under one or
more separate indentures between us and State Street Bank and Trust Company of
California, N.A., as trustee. Senior debt securities will be issued under a
"Senior Indenture" and subordinated debt securities will be issued under a
"Subordinated Indenture." Together, the Senior Indenture and Subordinated
Indenture are called "Indentures."
The prospectus, together with its prospectus supplement, will describe all
the material terms of a particular series of debt securities. The following
summary of certain provisions of the Indentures is not complete. You should look
at the applicable Indenture that is filed as an exhibit to the registration
statement. In the summary below, we have included references to section and
article numbers of the Indentures so that you may easily refer to such
provisions.
GENERAL
Debt securities may be issued in separate series without limitation as to
aggregate principal amount. We may specify a maximum aggregate principal amount
for the debt securities of any series. This provision is set forth in section
301 of the applicable Indenture.
Senior debt securities will be unsecured and unsubordinated obligations and
will rank on a parity with all other unsecured and unsubordinated indebtedness,
unless otherwise specified in the prospectus supplement.
Subordinated debt securities will be subordinated in right of payment to
the prior payment in full of all Senior Indebtedness of Cypress, including any
outstanding senior debt securities. See "Subordination" and the prospectus
supplement.
11
<PAGE> 13
We are not limited as to the amount of debt securities that we may issue
under the Indentures. The Indentures do not contain financial or similar
restrictive covenants. In addition, the Indentures do not provide protection to
holders of debt securities against a sudden or dramatic decline in credit
quality. For example, there would be no protection from a takeover,
recapitalization, special dividend or other restructuring involving Cypress.
The prospectus supplement will set forth the following terms:
- whether the debt securities are senior or subordinated,
- the offering price,
- the title,
- any limit on the aggregate principal amount,
- the person who shall be entitled to receive interest, if other than the
record holder on the record date,
- the date the principal will be payable,
- the interest rate, if any, the date from which interest will accrue, the
interest payment dates and the regular record dates,
- the place for payment of principal, premium, if any, and interest,
- the period, price and terms and conditions for redemption at the option
of Cypress,
- our obligation, if any, to redeem or purchase debt securities pursuant to
any sinking fund or similar provision or at the option of the holder, and
the period, price and terms and conditions for redemption or purchase,
- the denominations of debt securities, if other than denominations of
$1,000 and any integral multiple of $1,000,
- if applicable, the method for determining how principal, premium, if any,
or interest will be calculated by reference to an index or formula,
- if other than U.S. currency, the currency or currency units in which the
principal, premium or interest will be payable,
- if, at our election or the option of the holder, the principal, premium,
if any, or interest is payable in one or more currencies or currency
units other than those in which debt securities are stated to be payable,
the currency or currency units in which payment of any such amount as to
which such election is made will be payable, the periods, the terms and
conditions upon which election shall be made and the amount payable,
- if other than the entire principal amount, the portion of the principal
amount that will be payable upon acceleration of stated maturity,
- if the principal amount payable at stated maturity will not be
determinable as of any date prior to stated maturity, the amount which
will be deemed to be the principal amount as of any such date for any
purpose,
- if applicable, that the debt securities are defeasible under the
Indentures as described under "Defeasance and Covenant
Defeasance -- Defeasance and Discharge" or "Defeasance and Covenant
Defeasance -- Defeasance of Certain Covenants,"
- if applicable, the terms of any right to convert debt securities into, or
exchange debt securities for, shares of our common stock or other
securities or property,
- whether the debt securities will be issuable in the form of a global
security and, if so, the depositary and the form of any legend on the
global security,
12
<PAGE> 14
- in the case of subordinated debt securities, whether the subordination
provisions described below under "Subordination" will apply or whether
different subordination provisions will apply,
- any addition to or change in the Events of Default and any change in the
right of the trustee or the holders to declare the principal amount due
and payable,
- any addition to or change in the Indenture covenants described under
"Restrictive Covenants,"
- any other terms of such debt securities not inconsistent with the
relevant Indenture.
These provisions are set forth in section 301 of the applicable Indenture.
Debt securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which, at the time
of issuance, is below market rates.
CONVERSION
Debt securities may be convertible into or exchangeable for common stock,
preferred stock or other securities or property as set forth in the prospectus
supplement. The prospectus supplement will specify whether, among other things,
the conversion is mandatory or at the option of the holder, as well as other
terms and conditions of conversion.
SUBORDINATION
Unless otherwise indicated in the prospectus supplement, the following
provisions will apply to the subordinated debt securities.
The indebtedness evidenced by the subordinated debt securities is
subordinated to the extent provided in the Subordinated Indenture to the prior
payment in full of all Senior Indebtedness, including any senior debt
securities.
Upon any distribution of our assets upon any dissolution, winding-up,
liquidation or reorganization, or in bankruptcy, insolvency, receivership or
similar proceedings, payment of the principal of, premium, if any, and interest
on the subordinated debt securities is to be subordinated to the extent provided
in the Subordinated Indenture in right of payment to the prior payment in full
in cash of all Senior Indebtedness.
In the event of any acceleration of the subordinated debt securities
because of an Event of Default, the holders of any Senior Indebtedness then
outstanding would be entitled to payment in full in cash of all obligations in
respect to such Senior Indebtedness before the holders of subordinated debt
securities are entitled to receive any payment or other distribution. We are
required to promptly notify holders of Senior Indebtedness if payment of
subordinated debt securities is accelerated because of an Event of Default.
These provisions are set forth in section 1502 of the Subordinated Indenture.
We also may not make any payment upon or redemption of or purchase or
otherwise acquire the subordinated debt securities if:
- a default in the payment of the principal of, premium, if any, interest,
rent or other obligations, in respect of Designated Senior Indebtedness
occurs and is continuing beyond any applicable period of grace, or
- any other default occurs and is continuing with respect to Designated
Senior Indebtedness, as defined, that permits holders of the Designated
Senior Indebtedness as to which such default relates to accelerate its
maturity and the trustee receives a notice of such default, which we
refer to as a payment blockage notice, from us or any other person
permitted to give such notice under the Subordinated Indenture.
We may and shall resume payments on the subordinated debt securities:
- in the case of a payment default, upon the date on which such default is
cured or waived or ceases to exist, and
13
<PAGE> 15
- in the case of a nonpayment default, the earlier of the date on which
such nonpayment default is cured or waived or ceases to exist or 179 days
after the date on which the applicable payment blockage notice is
received. No new period of payment blockage may be commenced pursuant to
a payment blockage notice unless and until 365 days have elapsed since
the initial effectiveness of the immediately prior payment blockage
notice.
No nonpayment default that existed or was continuing on the date of
delivery of any payment blockage notice to the trustee, unless such default was
waived, cured or otherwise ceased to exist and thereafter subsequently
reoccurred, shall be, or be made, the basis for a subsequent payment blockage
notice. These provisions are set forth in section 1504 of the Subordinated
Indenture.
By reason of the subordination provisions described above, in the event of
our bankruptcy, dissolution or reorganization, holders of Senior Indebtedness
may receive more, ratably, and holders of the subordinated debt securities may
receive less, ratably, than the other creditors of Cypress. Such subordination
will not prevent the occurrence of any Event of Default under the Subordinated
Indenture.
We may further describe the provisions, if any, applicable to the
subordination of a particular series of subordinated debt securities in the
prospectus supplement.
We are not limited or prohibited from incurring additional Senior
Indebtedness under the Subordinated Indenture. Senior debt securities, if and
when issued, will constitute Senior Indebtedness.
Definitions of Senior Indebtedness, Indebtedness and Designated Senior
Indebtedness
"Senior Indebtedness" means the principal of, premium, if any, interest,
including all interest accruing subsequent to the commencement of any bankruptcy
or similar proceeding, whether or not a claim for post-petition interest is
allowable as a claim in any such proceeding, and rent payable on or in
connection with, and all fees, costs, expenses and other amounts accrued or due
on or in connection with, Indebtedness of Cypress, whether outstanding on the
date of the Subordinated Indenture or thereafter created, incurred, assumed,
guaranteed or in effect guaranteed by Cypress, including all deferrals, renewals
extensions or refundings of, or amendments, modifications or supplements to, the
foregoing, unless in the case of any particular Indebtedness the instrument
creating or evidencing the same or the assumption or guarantee thereof expressly
provides that such Indebtedness shall not be senior in right of payment to the
subordinated debt securities or expressly provides that such Indebtedness is
"pari passu" or "junior" to the subordinated debt securities.
Senior Indebtedness does not include:
- any Indebtedness of Cypress to any subsidiary of Cypress,
- our 6% Convertible Subordinated Notes due 2002; and
- our 4% Convertible Subordinated Notes due 2005.
"Indebtedness" means, with respect to any person, and without duplication:
(1) all indebtedness, obligations and other liabilities, contingent or
otherwise, of such person for borrowed money, including obligations of
such person (a) in respect of overdrafts, foreign exchange contracts,
currency exchange agreements, interest rate protection agreements, and
any loans or advances from banks, whether or not evidenced by notes or
similar instruments, or (b) evidenced by bonds, debentures, notes or
similar instruments, whether or not the recourse of the lender is to
the whole of the assets of such person or to only a portion thereof,
other than any account payable or other accrued current liability or
obligation incurred in the ordinary course of business in connection
with the obtaining of materials or services,
(2) all reimbursement obligations and other liabilities, contingent or
otherwise, of such person with respect to letters of credit, bank
guarantees or bankers' acceptances,
14
<PAGE> 16
(3) all obligations and liabilities, contingent or otherwise, in respect of
leases of such person required, in conformity with generally accepted
accounting principles, to be accounted for as capitalized lease
obligations on the balance sheet of such person, or under other leases
for facilities equipment or related assets, whether or not capitalized,
entered into or leased for financing purposes, as determined by
Cypress, and all obligations and other liabilities, contingent or
otherwise, or under any lease or related document, including a purchase
agreement, in connection with the lease of real property or
improvements thereon which provides that such person is contractually
obligated to purchase or cause a third party to purchase the leased
property and thereby guarantee a minimum residual value of leased
property to the lessor and the obligations of such person under such
lease or related document to purchase or to cause a third party to
purchase such leased property,
(4) all obligations of such person, contingent or otherwise, with respect
to an interest rate, currency or other swap, cap, floor or collar
agreement, hedge agreement, forward contract, or other similar
instrument or agreement or foreign currency hedge, exchange, purchase
or similar instrument or agreement,
(5) all direct or indirect guaranties or similar agreements by such person
in respect of, and obligations or liabilities, contingent or otherwise,
of such person to purchase or otherwise acquire or otherwise assure a
creditor against loss in respect of, indebtedness, obligations or
liabilities of another person of the kind described in clauses (1)
through (4),
(6) any indebtedness or other obligations described in clauses (1) through
(4) secured by any mortgage, pledge, lien or other encumbrance existing
on property which is owned or held by such person, regardless of
whether the indebtedness or other obligation secured thereby shall have
been assumed by such person, and
(7) any and all deferrals, renewals, extensions and refundings of, or
amendments, modifications or supplements to, any indebtedness,
obligation or liability of the kind described in clauses (1) through
(6).
"Designated Senior Indebtedness" means our obligations under any particular
Senior Indebtedness in which the instrument creating or evidencing the same or
the assumption or guarantee thereof, or related agreements or documents to which
we are a party, expressly provides that such Senior Indebtedness shall be
"Designated Senior Indebtedness" for purposes of the Subordinated Indenture,
provided that such instrument, agreement or other document may place limitations
and conditions on the right of such Senior Indebtedness to exercise the rights
of Designated Senior Indebtedness.
FORM, EXCHANGE AND TRANSFER
The debt securities will be issuable only in fully registered form, without
coupons. Unless otherwise specified in the prospectus supplement, debt
securities will be issued only in denominations of $1,000 and integral multiples
of $1,000. These provisions are set forth in section 302 of the applicable
Indenture.
At the option of the holder, subject to the terms of the Indentures and the
limitations applicable to global securities, debt securities of each series will
be exchangeable for other debt securities of the same series of any authorized
denomination and aggregate principal amount. These provisions are set forth in
section 305 of the applicable Indenture.
Subject to the terms of the Indentures and the limitations applicable to
global securities, debt securities may be presented for exchange as provided
above or for registration of transfer, duly endorsed or with a duly executed
form of transfer, at the office of the security registrar or at the office of
any transfer agent designated by us. No service charge will be imposed for any
registration of transfer or exchange of debt securities, but we may require
payment of a sum sufficient to cover any tax or other governmental charge
payable as a result of the transfer or exchange. Such transfer or exchange will
be effected upon the security registrar or such transfer agent being satisfied
with the documents of title and identity of the person making the request.
15
<PAGE> 17
We have initially appointed the trustee as security registrar. Any transfer
agent, in addition to the security registrar, initially designated by us will be
named in the prospectus supplement. These provisions are set forth in section
305 of the applicable Indenture.
If the debt securities of any series are to be redeemed in part, we will
not be required to:
- issue, register the transfer of or exchange any debt security of that
series during a period beginning at the opening of business 15 days
before the day of mailing of a notice of redemption and ending at the
close of business on the day of such mailing, or
- register the transfer or exchange of any debt security of that series
selected for redemption, in whole or in part, except the unredeemed
portion being redeemed in part.
These provisions are set forth in section 305 of the applicable Indenture.
GLOBAL SECURITIES
Some or all of the debt securities of any series may be represented, in
whole or in part, by one or more global securities, which will have an aggregate
principal amount equal to that of the represented debt securities. Each global
security will:
- be registered in the name of a depositary or nominee thereof identified
in the prospectus supplement,
- be deposited with the depositary or nominee, and
- bear a legend regarding the restrictions on exchanges and registration of
transfer referred to below.
No global security may be exchanged in whole or in part for debt securities
registered, and no transfer of a global security in whole or in part may be
registered, in the name of any person other than the depositary for such global
security or any nominee of the depositary unless:
- the depositary has notified us that it is unwilling or unable to continue
as depositary for such global security or has ceased to be qualified to
act as such as required by the Indentures,
- there shall have occurred and be continuing an Event of Default with
respect to the debt securities represented by such global security, or
- there shall exist such circumstances, if any, in addition to or instead
of those described above as may be described in the prospectus
supplement.
All securities issued in exchange for a global security or any portion of a
global security will be registered in such names as the depositary may direct.
These provisions are set forth in sections 204 and 305 of the applicable
Indenture.
As long as the depositary, or its nominee, is the registered holder of a
global security, the depositary or nominee will be considered the sole owner and
holder of such global security and the debt securities represented by such
global security for all purposes under the debt securities and the Indentures.
Except in the limited circumstances referred to above, owners of beneficial
interests in a global security:
- will not be entitled to have the global security or any debt securities
represented by the global security registered in their names,
- will not receive or be entitled to receive physical delivery of
certificated debt securities in exchange for the global security, and
- will not be considered to be the owners or holders of such global
security or any debt securities represented by the global security.
All payments of principal, premium, if any, and interest on a global
security will be made to the depositary or its nominee as the holder of such
global security. Some jurisdictions have laws that require
16
<PAGE> 18
that certain purchasers of securities take physical delivery of such securities
in definitive form. These laws may impair the ability to transfer beneficial
interests in a global security.
Ownership of beneficial interests in a global security will be limited to
institutions that have accounts with the depositary or its nominee
("participants") and to persons that may hold beneficial interests through
participants. The depositary will credit, on its book-entry registration and
transfer system, the respective principal amounts of debt securities represented
by the global security to the accounts of its participants.
Ownership of beneficial interests in a global security will be shown on and
effected through, records maintained by the depositary, with respect to
participants' interests, or any such participant, with respect to interests of
persons held by such participants on their behalf.
Payments, transfers, exchanges and other matters relating to beneficial
interests in a global security will be subject to various depositary policies
and procedures. The depositary policies and procedures may change from time to
time. Neither Cypress nor the trustee will have any responsibility or liability
for the depositary's or any participant's records with respect to beneficial
interests in a global security, or for maintaining, supervising or reviewing any
records relating to such beneficial interests.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the prospectus supplement, payment of
interest on a debt security on any interest payment date will be made to the
person in whose name the debt security, or one or more predecessor debt
securities, is registered at the close of business on the regular record date.
This provision is set forth in section 307 of the applicable Indenture.
Unless otherwise indicated in the prospectus supplement, principal,
premium, if any, and interest on the debt securities of a particular series will
be payable at the office of such paying agent or paying agents as we may
designate for such purpose from time to time. However, at our option, we may pay
interest by mailing a check to the record holder.
Unless otherwise indicated in the prospectus supplement, the corporate
trust office of the trustee will be designated as our sole paying agent. Any
other paying agents initially designated by us for the debt securities of a
particular series will be named in the prospectus supplement. We may at any time
designate additional paying agents or rescind the designation of any paying
agent or approve a change in the office through which any paying agent acts.
However, we will be required to maintain a paying agent in each place of payment
for the debt securities of a particular series. These provisions are set forth
in section 1002 of the applicable Indenture.
All moneys paid by us to a paying agent for the payment of the principal,
premium, if any, or interest on any debt security which remain unclaimed (1) for
a period ending the earlier of 10 business days prior to the date such money
would be turned over to the State, or (2) at the end of two years after such
principal, premium or interest has become due and payable, will be repaid to us,
and thereafter, the holder of such debt security may look only to us for
payment. These provisions are set forth in section 1003 of the applicable
Indenture.
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may not consolidate with or merge into any other person, in a
transaction in which we are not the surviving corporation, or convey, transfer
or lease our properties and assets substantially as an entirety to, any
successor person, unless:
- the successor person, if any, is a corporation, limited liability
company, partnership, trust or other entity organized and existing under
the laws of the United States, or any state of the United States, and
assumes Cypress's obligations on the debt securities and under the
Indentures,
- immediately after giving effect to the transaction, and treating any
indebtedness which becomes an obligation of Cypress or any subsidiary as
a result of the transaction as having been incurred by it
17
<PAGE> 19
at the time of the transaction, no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing, and
- certain other conditions are met.
These provisions are set forth in section 801 of the applicable Indenture.
EVENTS OF DEFAULT
Each of the following will constitute an Event of Default, unless the
prospectus supplement makes the event inapplicable to a particular series of
debt securities:
(1) failure to pay principal of or any premium on any debt security of that
series when due, whether or not such payment is prohibited by the
subordination provisions of the Subordinated Indenture,
(2) failure to pay any interest on any debt securities of that series when
due, continued for 30 days, whether or not such payment is prohibited by
the subordination provisions of the Subordinated Indenture,
(3) failure to deposit any sinking fund payment, when due, in respect of
any debt security of that series, whether or not such deposit is
prohibited by the subordination provisions of the Subordinated
Indenture,
(4) failure of Cypress to perform any other covenant required of us in the
Indenture, other than a covenant included in the Indentures solely for
the benefit of a series other than that series, continued for 60 days
after written notice has been given by the trustee, or the holders of at
least 25% in aggregate principal amount of the outstanding Securities of
that series, as provided in the Indentures,
(5) certain events in bankruptcy, insolvency or reorganization with respect
to Cypress, and
(6) any other Event of Default specified in the prospectus supplement.
These provisions are set forth in section 501 of the applicable Indenture.
If an Event of Default, other than an Event of Default described in clause
(5) above, shall occur and be continuing, either the trustee or the holders of
at least 25% in aggregate principal amount of the outstanding Securities of that
series may declare the principal amount of the debt securities of that series to
be due and payable immediately.
If an Event of Default described in clause (5) above shall occur, the
principal amount of all the debt securities of that series will automatically
become immediately due and payable. Any payment by us on the subordinated debt
securities following any such acceleration will be subject to the subordination
provisions described above. See "Subordination" above.
After any such acceleration, but before a judgment or decree based on
acceleration, the holders of a majority in aggregate principal amount of the
outstanding Securities of that series may, under certain circumstances, rescind
and annul such acceleration if all Events of Default, other than the non-payment
of accelerated principal, or other specified amount, have been cured or waived.
These provisions are set forth in section 502 of the applicable Indenture. For
information as to waiver of defaults, see "Modification and Waiver."
Subject to the trustee's duties in the case of an Event of Default, the
trustee will not be obligated to exercise any of its rights or powers at the
request of the holders, unless the holders shall have offered to the trustee
reasonable indemnity. This provision is set forth in section 603 of the
applicable Indenture. Subject to the trustee's indemnification, the holders of a
majority in aggregate principal amount of the outstanding Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the trustee or exercising any trust
or power conferred on the trustee with respect to that series. These provisions
are set forth in section 512 of the applicable Indenture.
18
<PAGE> 20
No holder of a debt security of any series will have any right to institute
any proceeding under the Indentures, or for the appointment of a receiver or a
trustee, or for any other remedy under the Indenture unless:
- such holder has previously given to the trustee written notice of a
continuing Event of Default with respect to the debt securities of that
series,
- the holders of at least 25% in aggregate principal amount of the
outstanding Securities of that series have made a written request, and
such holder or holders have offered reasonable indemnity to the trustee to
institute such proceeding as trustee, and
- the trustee has failed to institute such proceeding, and has not received
from the holders of a majority in aggregate principal amount of the
outstanding Securities of that series a direction inconsistent with such
request within 60 days after such notice, request and offer.
These provisions are set forth in section 507 of the applicable Indenture.
However, such limitations do not apply to a suit instituted by a holder of
a debt security for the enforcement of payment of the principal of or any
premium or interest on such debt security on or after the applicable due date
specified in such debt security. These provisions are set forth in section 508
of the applicable Indenture.
We are required to furnish to the trustee, on an annual basis, a statement
by our officers as to whether or not Cypress, to the officer's knowledge, is in
default in the performance or observance of any of the terms, provisions and
conditions of the Indenture. If so, such statement shall specify all such known
defaults. These provisions are set forth in section 1004 of the applicable
Indenture.
MODIFICATION AND WAIVER
Cypress and the trustee may make modifications and amendments to the
Indentures with the consent of the holders of a majority in aggregate principal
amount of the outstanding Securities of each series affected by the modification
or amendment.
However, neither Cypress nor the trustee may make any modification or
amendment without the consent of the holder of each outstanding Security of that
series who is affected by the modification or amendment if such modification or
amendment would do any of the following:
- change the stated maturity of the principal of, or any installment of
principal of or interest on, any debt security,
- reduce the principal amount of, or any premium or interest on, any debt
security,
- reduce the amount of principal of an Original Issue Discount Security or
any other debt security payable upon acceleration of the maturity of the
debt security,
- change the place or currency of payment of principal of, or any premium
or interest on, any debt security,
- impair the right to institute suit for the enforcement of any payment on
or with respect to any debt security,
- in the case of subordinated debt securities, modify the subordination
provisions in a manner materially adverse to the holders of the
subordinated debt securities,
- in the case of debt securities that are convertible into Securities or
other securities of Cypress, adversely affect the right of holders to
convert any of the debt securities other than as provided in or under the
Indentures,
- reduce the percentage in principal amount of outstanding Securities of
any series, the consent of whose holders is required for modification or
amendment of the Indentures,
19
<PAGE> 21
- reduce the percentage in principal amount of outstanding Securities of
any series necessary for waiver of compliance with certain provisions of
the Indentures or for waiver of certain defaults, or
- modify such provisions with respect to modification and waiver.
These provisions are set forth in section 902 of the applicable Indenture.
Holders of a majority in aggregate principal amount of the outstanding
Securities of any series may waive, on behalf of the holders of all debt
securities of that series, compliance by us with respect to certain restrictive
provisions of the Indentures. These provisions are set forth in section 1010 of
the Senior Indenture and section 1008 of the Subordinated Indenture.
The holders of not less than a majority in principal amount of the
outstanding Securities of any series may, on behalf of all holders of debt
securities of that series, waive any past default under the Indenture with
respect to debt securities of that series, except a default:
- in the payment of principal of or premium or interest on any debt
security of that series, or
- in respect of a covenant or provision of the Indenture which cannot be
amended without the consent of the holder of each outstanding Security of
the series who is affected.
These provisions are set forth in section 513 of the applicable Indenture.
In determining whether the holders of the requisite principal amount of the
outstanding Securities have given or taken any direction, notice, consent,
waiver or other action under the Indenture as of any date, each Indenture will
set forth the following:
- the principal amount of an Original Issue Discount Security that will be
deemed to be outstanding will be the amount of the principal that would be
due and payable as of such date upon acceleration of the maturity to such
date,
- if, as of such date, the principal amount payable at the stated maturity
of a debt security is not determinable, for example, because it is based
on an index, the principal amount of such debt security deemed to be
outstanding as of such date will be an amount determined as set forth in
the Indenture, and
- the principal amount of a debt security denominated in one or more
foreign currencies or currency units that will be deemed to be outstanding
will be the U.S. dollar equivalent.
These provisions are set forth in section 101 of the applicable Indenture.
DEFEASANCE AND COVENANT DEFEASANCE
At our option, we may elect in the prospectus supplement to have the
provisions of section 1302, relating to defeasance and discharge of
indebtedness, or section 1303, relating to defeasance of certain restrictive
covenants, applied to the debt securities of any series. These provisions are
set forth in section 1301 of the applicable Indenture.
Defeasance and Discharge
Upon our option, if any, to have section 1302 applied to any debt
securities, the provisions of Article 15 of the Subordinated Indenture relating
to subordination will cease to be effective and, with respect to any debt
securities, we will be discharged from all of our obligations, except those
obligations specified in the following sentence, upon the deposit in trust of
money or U.S. government obligations that will provide money in an amount
sufficient to pay the principal, premium, if any, and interest on such debt
securities.
We will, however, continue to be required to:
- exchange or register the transfer of debt securities,
- replace stolen, lost or mutilated debt securities,
20
<PAGE> 22
- maintain paying agencies,
- hold moneys for payment in trust, and
- effect conversion.
Such defeasance or discharge may occur only if:
- we have delivered to the trustee an opinion of counsel to the effect that
we have received from, or there has been published by, the United States
Internal Revenue Service a ruling, or
- there has been a change in tax law,
in either case to the effect that holders will not recognize gain or loss for
federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount, in the
same manner, and at the same times as would have been the case if such deposit,
defeasance and discharge were not to occur.
These provisions are set forth in sections 1302 and 1304 of the applicable
Indenture.
Defeasance of Certain Covenants
Upon our option, if any, to have section 1303 applied to any debt
securities, we may omit to comply with certain restrictive covenants, including
those described in the prospectus supplement. In such case, the occurrence of
certain Events of Default described in clause (4) above with respect to such
restrictive covenants under "Events of Default" and in the prospectus
supplement, will be deemed not to result in an Event of Default and, in the case
of the Subordinated Indenture, the provisions of Article 15 relating to
subordination will cease to be effective with respect to any subordinated debt
securities. In order to exercise such option, we will be required to deposit, in
trust for the benefit of the holders of such debt securities, money or U.S.
government obligations which will provide money in an amount sufficient to pay
the principal, premium, if any, and interest on the debt securities.
We will also be required, among other things, to deliver to the trustee an
opinion of counsel that holders will not recognize gain or loss for federal
income tax purposes as a result of such deposit and defeasance of certain
obligations, and will be subject to federal income tax on the same amount, in
the same manner and at the same times as would have been the case if such
deposit and defeasance were not to occur.
In the event we exercised this option and the debt securities were declared
due and payable because of an Event of Default, the amount of deposited money
and U.S. government obligations in trust would be sufficient to pay amounts due
on the debt securities at the time of their respective stated maturities, but
may not be sufficient to pay amounts due on such debt securities upon any
acceleration resulting from such Event of Default. In such case, we would remain
liable for such payments. These provisions are set forth in sections 1303 and
1304 of the applicable Indenture.
We may, at our option, satisfy and discharge each of the Indentures, except
for certain of our obligations and the trustee's obligations, including, among
others the obligations to apply money held in trust when:
- either (1) all debt securities previously authenticated and delivered,
other than those that were destroyed, lost or stolen and that have been
replaced or paid, and for which money has been deposited in trust or
segregated and held in trust by us and thereafter repaid to us or
discharged from the trust, have been delivered to the trustee for
cancellation or discharge from the trust, or (2) all such debt securities
not previously delivered to the trustee for cancellation
(a) have become due and payable;
(b) will become due and payable at their stated maturity within one
year; or
21
<PAGE> 23
(c) are to be called for redemption within one year under arrangements
satisfactory to the trustee for the giving of notice of redemption by the
trustee in our name and at our expense, and we have deposited or caused to
be deposited an amount sufficient to pay and discharge the entire
indebtedness on debt securities not previously delivered to the trustee for
cancellation, for principal and any premium and interest to the date of
such deposit, in the case of debt securities which have become due and
payable, or to the stated maturity or redemption date, as the case may be,
- we have paid or caused to be paid all other sums payable by us, and
- we have delivered to the trustee an officers' certificate and an opinion
of counsel to the effect that all conditions precedent relating to the
satisfaction and discharge have been satisfied.
NOTICES
Notices to holders will be given by mail to the addresses of the holders in
the security register. This provision is set forth in sections 101 and 106 of
the applicable Indenture.
GOVERNING LAW
The Indentures and the debt securities will be governed by, and construed
in accordance with, the law of the State of New York, without giving effect to
such state's conflicts of law principles. This provision is set forth in section
112 of the applicable Indenture.
REGARDING THE TRUSTEE
The Indentures contain certain limitations on the right of the trustee,
should it become a creditor of Cypress, to obtain payment of claims in certain
cases or to realize for its own account on certain property received in respect
of any such claim as security or otherwise. These provisions are set forth in
section 613 of the applicable Indenture.
The trustee is permitted to engage in certain other transactions. However,
if the trustee acquires any conflicting interest and there is a default under
the Securities of any series for which the trustee serves as trustee, the
trustee must eliminate such conflict or resign. These provisions are set forth
in section 608 of the applicable Indenture.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 255,000,000 shares. Those shares
consist of:
- 250,000,000 shares designated as common stock, $.01 par value, and
- 5,000,000 shares designated as preferred stock, $.01 par value. The only
equity securities currently outstanding are shares of common stock. As of
January 2, 2000, there were approximately 110.5 million shares of common
stock issued and outstanding.
COMMON STOCK
Holders of common stock are entitled to receive dividends declared by the
Board of Directors, out of funds legally available for the payment of dividends,
subject to the rights of holders of preferred stock. Currently, we are not
paying a dividend. Each holder of common stock is entitled to one vote per
share. Upon any liquidation, dissolution or winding up of our business, the
holders of common stock are entitled to share equally in all assets available
for distribution after payment of all liabilities and provision for liquidation
preference of shares of preferred stock then outstanding. The holders of common
stock have no preemptive rights and no rights to convert their common stock into
any other securities. There are also no redemption or sinking fund provisions
applicable to the common stock.
All outstanding shares of common stock are fully paid and nonassessable.
22
<PAGE> 24
Our common stock is listed on the New York Stock Exchange under the symbol
"CY." The transfer agent and registrar for the common stock is Boston Equiserve
Limited Partnership.
PREFERRED STOCK
The following description of preferred stock and the description of the
terms of a particular series of preferred stock that will be set forth in the
related prospectus supplement are not complete. These descriptions are qualified
in their entirety by reference to the certificate of designation relating to
that series. The rights, preferences, privileges and restrictions of the
preferred stock of each series will be fixed by the certificate of designation
relating to that series. The related prospectus supplement will also contain a
description of certain United States federal income tax consequences relating to
the purchase and ownership of the series of preferred stock that is described in
the prospectus supplement.
As of January 2, 2000, there were no shares of preferred stock outstanding.
The Board of Directors has the authority, without further action by the
stockholders, to issue up to 5,000,000 shares of preferred stock in one or more
series, and to fix or designate, under our certificate of designation, the
following terms of the preferred stock:
- designations, powers, preferences, and privileges,
- relative participating, optional or special rights, and
- qualifications, limitations or restrictions, including dividend rights,
conversion rights, voting rights, terms of redemption and liquidation
preferences.
Any or all of these rights may be greater than the rights of the holders of
common stock.
The Board of Directors, without stockholder approval, may authorize and
issue preferred stock with voting, conversion or other rights that could
negatively affect the voting power and other rights of the holders of common
stock. The terms of the preferred stock that might be issued could conceivably
prohibit us from:
- consummating a merger,
- reorganizing,
- selling substantially all of our assets,
- liquidating, or
- engaging in other extraordinary corporate transactions without
stockholder approval.
Preferred stock could therefore be issued quickly with terms calculated to
delay, defer or prevent a change in control of Cypress or make it more difficult
to remove our management. Additionally, the issuance of preferred stock may have
the effect of decreasing the market price of the common stock.
The prospectus supplement will specify:
- the maximum number of shares,
- the designation of the shares,
- the annual dividend rate, if any, whether the dividend rate is fixed or
variable, the date dividends will accrue, the dividend payment dates, and
whether dividends will be cumulative,
- the price and the terms and conditions for redemption, if any, including
redemption at our option or at the option of the holders, including the
time period for redemption, and any accumulated dividends or premiums,
- the liquidation preference, if any, and any accumulated dividends upon
the liquidation, dissolution or winding up of our affairs,
23
<PAGE> 25
- any sinking fund or similar provision, and, if so, the terms and
provisions relating to the purpose and operation of the fund,
- the terms and conditions, if any, for conversion or exchange of shares of
any other class or classes of our capital stock or any series of any
other class or classes, or of any other series of the same class, or any
other securities or assets, including the price or the rate of conversion
or exchange and the method, if any, of adjustment,
- the voting rights, and
- any or all other preferences and relative, participating, optional or
other special rights, privileges or qualifications, limitations or
restrictions.
Preferred stock will be fully paid and nonassessable upon issuance. The
preferred stock or any series of preferred stock may be represented, in whole or
in part, by one or more global certificates, which will have an aggregate
principal amount equal to that of the preferred stock represented by the global
certificate.
Each global certificate will:
- be registered in the name of a depositary or a nominee of the depositary
identified in the prospectus supplement,
- be deposited with such depositary or nominee or a custodian for the
depositary, and
- will bear a legend regarding the restrictions on exchanges and
registration of transfer, and any other matters as may be provided for
under the certificate of designation.
SECTION 203 OF DELAWARE GENERAL CORPORATION LAW
We are a Delaware corporation subject to Section 203 of the Delaware
General Corporation Law, an anti-takeover law. In general, Section 203 prohibits
a publicly held Delaware corporation from engaging in a "business combination"
transaction with an "interested stockholder" for a period of three years after
the date the person became an interested stockholder, unless, with certain
exceptions, the business combination or the transaction in which the person
became an interested stockholder is approved in a prescribed manner, as
described below.
The Section 203 restrictions do not apply if:
(1) the business combination or transaction is approved by our Board of
Directors before the date the interested stockholder obtained such
status,
(2) upon consummation of the transaction which resulted in the stockholder
obtaining such status, the stockholder owned at least 85% of the shares
of stock entitled to vote generally in the election of directors that
are outstanding at the time the transaction commenced. The 85%
calculation does not include those shares (a) owned by directors who
are also officers of the target corporation, and (b) held by employee
stock plans that do not permit employees to decide confidentially
whether to accept a tender or exchange offer, or
(3) on or after the date the interested stockholder obtained such status,
the business combination is approved by our Board of Directors and at a
stockholder meeting by the affirmative vote of at least 66 2/3% of the
outstanding voting stock that is not owned by the interested
stockholder.
Generally, a "business combination" includes a merger, asset sale, or other
transaction resulting in a financial benefit to the interested stockholder.
Generally, an "interested stockholder" is a person who, together with affiliates
and associates, owns, or within three years prior to the determination of
interested stockholder status did own, 15% or more of a corporation's voting
stock. Section 203 may prohibit or delay mergers or other takeover or change in
control attempts with respect to Cypress. As a result, Section 203 may
discourage attempts to acquire us even though such transaction may offer our
stockholders the opportunity to sell their stock at a price above the prevailing
market price.
24
<PAGE> 26
PLAN OF DISTRIBUTION
We may sell the Securities separately or together:
- through one or more underwriters or dealers for public offering and sale,
- directly to investors,
- through agents, or
- through a block trade in which the broker or dealer engaged to handle the
block trade will attempt to sell the Securities as agent, but may
position and resell a portion of the block as principal to facilitate the
transaction.
We may distribute the Securities from time to time in one or more
transactions at a fixed price or prices, which may be changed from time to time:
- at market prices prevailing at the times of sale,
- at prices related to such prevailing market prices, or
- at negotiated prices.
We will describe the method of distribution of the Securities in the
prospectus supplement.
Underwriters, dealers or agents may receive compensation in the form of
discounts, concessions or commissions from us or our purchasers, as their agents
in connection with the sale of Securities. These underwriters, dealers or agents
may be considered to be underwriters under the Securities Act. As a result,
discounts, commissions, or profits on resale received by the underwriters,
dealers or agents may be treated as underwriting discounts and commissions. In
the prospectus supplement we will identify any such underwriter, dealer or
agent, and describe any compensation received by them from us. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
Underwriters, dealers and agents may be entitled to indemnification by us
against certain civil liabilities, including liabilities under the Securities
Act. Underwriters, dealers and agents also may be entitled to contribution with
respect to payments made by the underwriters, dealers or agents, under
agreements between us and the underwriters, dealers and agents.
We may grant underwriters who participate in the distribution of Securities
an option to purchase additional Securities to cover over-allotments, if any, in
connection with the distribution.
All debt securities will be new issues of securities with no established
trading market. Underwriters involved in the public offering and sale of debt
securities may make a market in the debt securities. However, they are not
obligated to make a market and may discontinue market making activity at any
time. No assurance can be given as to the liquidity of the trading market for
any debt securities.
Underwriters or agents and their associates may be customers of, engage in
transactions with or perform services for us in the ordinary course of business.
LEGAL MATTERS
The validity of the issuance of Cypress' Securities offered by this
prospectus will be passed upon for Cypress by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California.
EXPERTS
The consolidated financial statements incorporated in the prospectus by
reference to the current report on Form 8-K dated December 8, 1999 as amended by
Form 8-K/A, dated January 19, 2000, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
25
<PAGE> 27
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) Certificate of Amendment of Restated Certificate of
Incorporation, as amended.(3)
(iv) Bylaws, as amended.(1)
4.1 Form of Senior Indenture.(4)
4.2 Form of Subordinated Indenture.(4)
4.3 Form of Senior Debt Security (included in Exhibit 4.1).(4)
4.4 Form of Subordinated Debt Security (included in Exhibit
4.2).(4)
4.5 Specimen of stock certificate of Cypress Semiconductor
Corporation's Common Stock.(1)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.*
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.
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>
- ---------------
* To be filed by amendment or by a report on Form 8-K pursuant to section 601
of Regulation S-K.
(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.
(3) Incorporated by reference to our Annual Report on Form 10-K for the fiscal
year ended January 1, 1996.
(4) Incorporated by reference to our registration statement on Form S-3 (No.
33-67203) which became effective on March 29, 1999.
II-1
<PAGE> 28
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 January 28,
2000.
CYPRESS SEMICONDUCTOR CORPORATION
By: /s/ T. J. RODGERS
------------------------------------
T. J. Rodgers
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints T.J. Rodgers and Emmanuel Hernandez, and each of
them, as his true and lawful attorneys-in-fact and agents, each with the power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement filed herewith and any and all
amendments (including post-effective amendments) to this Registration Statement,
and to sign any registration statement for the same offering covered by this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the foregoing, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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, Chief Executive January 28, 2000
- -------------------------------------------------------- Officer and Director
T. J. Rodgers
/s/ EMMANUEL HERNANDEZ Chief Financial Officer, January 28, 2000
- -------------------------------------------------------- Vice President, Finance and
Emmanuel Hernandez Administration (Principal
Financial and Accounting
Officer)
/s/ ERIC A. BENHAMOU Chairman of the Board of January 28, 2000
- -------------------------------------------------------- Directors
Eric A. Benhamou
/s/ FRED B. BIALEK Director January 28, 2000
- --------------------------------------------------------
Fred B. Bialek
/s/ JOHN C. LEWIS Director January 28, 2000
- --------------------------------------------------------
John C. Lewis
/s/ ALAN F. SHUGART Director January 28, 2000
- --------------------------------------------------------
Alan F. Shugart
</TABLE>
II-2
<PAGE> 29
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
<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) Certificate of Amendment of Restated Certificate of
Incorporation, as amended.(3)
(iv) Bylaws, as amended.(1)
4.1 Form of Senior Indenture.(4)
4.2 Form of Subordinated Indenture.(4)
4.3 Form of Senior Debt Security (included in Exhibit 4.1).(4)
4.4 Form of Subordinated Debt Security (included in Exhibit
4.2).(4)
4.5 Specimen of stock certificate of Cypress Semiconductor
Corporation's Common Stock.(1)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.*
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.
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>
- ---------------
* To be filed by amendment or by a report on Form 8-K pursuant to Section 601
of Regulation S-K.
(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.
(3) Incorporated by reference to our Annual Report on Form 10-K for the fiscal
year ended January 1, 1996.
(4) Incorporated by reference to our registration statement on Form S-3 (No.
333-67203) which became effective March 29, 1999.
<PAGE> 1
EXHIBIT 12.1
CYPRESS SEMICONDUCTOR CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES - 1994, 1995, 1996, 1997, 1998 AND 1999
DECEMBER 1999
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995 1994
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Earnings before income taxes..................... 91,054 (118,441) 13,139 86,322 161,448 81,191
Quicklogic loss adjustment....................... 0 3,056 343 0 0 0
Minority interest earnings adjustment............ 0 0 (450) (1,539) 0 0
------------------------------------------------------------
Adjusted earnings before income taxes............ 91,054 (115,385) 13,032 84,783 161,448 81,191
------------------------------------------------------------
Fixed Charges:
Interest expense(1)......................... 9,617 11,276 8,461 8,178 6,945 4,687
Bond cost amortization...................... 1,034 1,033 241 414 414 278
Add'l interest of new bond used
to extinguish old debt..................... 0 0 0 0 0 0
Interest related to rental
expense (2) and (3)....................... 6,042 7,300 5,733 3,147 2,267 1,887
------------------------------------------------------------
Total fixed charges.............................. 16,693 19,609 14,435 11,739 9,626 6,852
------------------------------------------------------------
Adjusted earnings before income taxes............ 107,747 (95,776) 27,467 96,522 171,074 88,043
------------------------------------------------------------
Adjusted ratio of earnings to fixed charges...... 6.45 (4.88) 1.90 8.22 20.72 16.64
============================================================
</TABLE>
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Cypress Semiconductor Corporation of our report dated
June 4, 1999 relating to the financial statements, which appears in the Current
Report on Form 8-K/A dated January 19, 2000. We also consent to the reference
to us under the heading "Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
San Jose, California
January 28, 2000
<PAGE> 1
Exhibit 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-3) of Cypress Semiconductor Corporation pertaining to the registration of
$400,000,000 of its securities as described in the Registration Statement of our
reports dated September 12, 1998, with respect to the consolidated financial
statements of IC Works, Inc., included in the Current Report on Form 8-K/A, of
Cypress Semiconductor Corporation, dated March 24, 1999, filed with the
Securities and Exchange Commission.
Ernst & Young, LLP
January 28, 2000
San Jose, California
