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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CYPRESS SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 94-2885898
(State of incorporation or organization) (I.R.S. Employer Identification No.)
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3901 NORTH FIRST STREET, SAN JOSE, CALIFORNIA, 95134-1599
(Address of principal executive offices and zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
<S> <C>
3.75% CONVERTIBLE SUBORDINATED NOTES DUE 2005 NEW YORK STOCK EXCHANGE
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
instruction A. (d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
(if applicable)
333-95711
Securities to be registered pursuant to Section 12(g) of the Act:
None
...........................................................................
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the debt securities to be registered is contained in the
Prospectus Supplement dated June 20, 2000 and the Prospectus dated March 7,
2000, copies of which were electronically transmitted for filing with the
Commission pursuant to Rule 424(b) on June 20, 2000, each of which form a part
of the Registrant's Registration Statement on Form S-3 (No. 333-95711).
ITEM 2. EXHIBITS.
4.1 Form of the Registrant's 3.75% Convertible Subordinated Note due 2005
(incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on
Form 8-K dated July 11, 2000).
4.2 Indenture dated as of January 15, 2000 between the Registrant and
State Street Bank and Trust Company of California, N.A., as Trustee
(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K, dated March 17, 2000), as supplemented by the Supplemental Trust
Indenture dated as of June 15, 2000 (incorporated by reference to Exhibit 4.1 of
the Registrant's Current Report on Form 8-K dated July 11, 2000), each relating
to the Notes to be registered hereunder.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
CYPRESS SEMICONDUCTOR CORPORATION
Date: July 26, 2000
By: /s/ EMMANUEL HERNANDEZ
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Name: Emmanuel Hernandez
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Title: Chief Financial Officer
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