<PAGE> 1
As filed with the Securities and Exchange Commission on August 22, 2000
Registration No. 333-___
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYPRESS SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 3901 North First Street 94-2885898
(State of Incorporation) San Jose, California 95134-1599 (I.R.S. Employer
(Address of principal executive offices) Identification Number)
</TABLE>
---------------
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
1999 NON-STATUTORY STOCK OPTION PLAN
(Full title of the Plans)
---------------
T.J. RODGERS
President
CYPRESS SEMICONDUCTOR CORPORATION
3901 North First Street
San Jose, California 95134-1599
(408) 943-2600
(Name, address and telephone number of agent for service)
---------------
Copies to:
John A. Fore, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 493-9300
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Maximum Amount to Offering Price Per Aggregate Offering Registration
Registered be Registered Share(l) Price(l) Fee(2)
-------------------------------- --------------------- ----------------------- -------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value
per share
1994 Stock Option Plan 4,973,239 $44.44 $221,010,741 $58,347
Employee Qualified Stock
Purchase Plan 1,657,746 $44.44 $ 73,670,232 $19,449
1999 Non-Statutory Stock
Option Plan 1,250,000 $44.44 $ 55,550,000 $14,665
================================ ===================== ======================= ==================== ================
Totals 7,880,985 $ -- $350,230,973 $92,461
================================ ===================== ======================= ==================== ================
</TABLE>
(1) Estimated in accordance with paragraphs (c) and (h) of Rule 457 of the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee based upon the average of the high and low sale prices
of the Registrant's Common Stock as reported on the New York Stock Exchange
on August 17, 2000.
(2) The amount of the registration fee was calculated pursuant to Section 6(b)
of the Securities Act, which provides that the fee shall be .000264
multiplied by the maximum aggregate price at which such securities are
proposed to be offered.
2
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed by Cypress
Semiconductor Corporation (the "Registrant") with the Securities and Exchange
Commission are hereby incorporated by reference in this registration statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 2, 2000, filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act");
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 2, 2000 and July 2, 2000;
(c) The Registrant's Current Reports on Form 8-K filed on March 9, 2000,
filed on March 17, 2000, filed on June 14, 2000 (as amended by the Current
Report on Form 8-K/A filed on June 16, 2000) filed on June 21, 2000, filed
on July 11,2000 and filed on July 27, 2000; and
(d) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A dated August 30, 1988 filed pursuant to
Section 12(b) of the Exchange Act, including any amendment or report filed
for the purpose of updating any such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.
Any statement contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any subsequently filed document
3
<PAGE> 4
which also is, or is deemed to be, incorporated by reference herein, modified or
supersedes such statement. Except as so modified or superseded, such statement
shall not be deemed to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article X of the Registrant's Second Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides that, to the fullest
extent permitted by the Delaware General Corporation Law as the same exists or
as may hereafter be amended: (i) a director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director; and (ii) the Corporation is
authorized to provide indemnification of (and advancement of expenses to)
directors, officers, employees and other agents of the Corporation (and any
other persons to which Delaware law permits the Corporation to provide
indemnification), through provisions contained in the Bylaws, agreements with
any such director, officer, employee or other agent or other person, vote of
stockholders or disinterested directors, or otherwise, in excess of the
indemnification and advancement otherwise permitted by Section 145 of the
Delaware General Corporation Law, subject only to statutory and non-statutory
limits created by applicable Delaware law with respect to actions for breach of
duty to a corporation, its stockholders and others.
Delaware law provides that directors of a corporation will not be
personally liable for monetary damages for breach of their fiduciary duties as
directors, except for liability (i) for any breach of their duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law,
(iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived an improper personal
benefit.
Article VI of the Registrant's Bylaws (the "Bylaws") provides that the
Registrant (i) shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Registrant) by reason of the fact that he is
or was a director or officer of the Registrant, or is or was serving at the
request of the Registrant as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, and (ii) may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or contemplated action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Registrant) by reason of the fact that he is or was an employee or
agent of the Registrant, or is or was serving
4
<PAGE> 5
at the request of the Registrant as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Registrant, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The Bylaws provide that the termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the Registrant, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
Article VI of the Bylaws also provides that the Registrant (i) shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Registrant to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the Registrant, or is or was serving at the
request of the Registrant as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, and (ii) may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Registrant to procure a judgment in its favor by reason of the fact that he is
or was an employee or agent of the Registrant, or is or was serving at the
request of the Registrant as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Registrant except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Registrant unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper.
The Bylaws also provide that, to the extent that a director or officer of
the Registrant has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection therewith
and to the extent that an employee or agent of the Registrant has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, he may be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
The Bylaws also permit the Registrant to secure insurance on behalf of any
officer, director, employee or agent of the Registrant for any liability arising
out of his or her actions in such capacity, regardless of whether the Bylaws
would permit indemnification. The Registrant currently maintains liability
insurance for its officers and directors.
5
<PAGE> 6
The Registrant has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in the Certificate of
Incorporation and Bylaws. These agreements, among other things, indemnify the
Registrant's directors and officers for certain expenses (including attorney's
fees), judgments, fines and settlement amounts incurred by any such person in
any action or proceeding, including any action by or in the right of the
Registrant, arising out of such person's services as a director or officer of
the Registrant, any subsidiary of the Registrant or any other company or
enterprise to which the person provides services at the request of the
Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index of Exhibits.
In accordance with the requirements of Item 8(b) of Part II of Form S-8,
the Registrant will submit or has submitted the Plans, and any amendments
thereto, to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS to qualify the Plans.
ITEM 9. UNDERTAKINGS.
(1) The Registrant hereby undertakes to file, during any period in which
offers or sales are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement.
Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) The Registrant hereby undertakes that, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall
be deemed to be a new
6
<PAGE> 7
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) The Registrant hereby undertakes to remove from registration by means
of a post-effective amendment any of the securities being registered, which
remain unsold at the termination of the offering.
(4) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
7
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Cypress Semiconductor Corporation, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Jose, State of
California, on August 22, 2000.
CYPRESS SEMICONDUCTOR CORPORATION
By: /s/ T.J. Rodgers
--------------------------------------
T.J. Rodgers
President, Chief Executive Officer and
Director (Principal Executive Officer)
8
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the officers and directors
of Cypress Semiconductor Corporation whose signature appears below hereby
constitutes and appoints T.J. Rodgers and Emmanuel Hernandez, and each of them
acting individually, their true and lawful attorneys-in-fact and agents each
with full power of substitution, each with the power to act alone, to sign and
execute on behalf of the undersigned any amendment or amendments to this
registration statement on Form S-8, and to perform any acts necessary to be done
in order to file such amendment, with exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, and each of
the undersigned does hereby ratify and confirm all that each of said
attorneys-in-fact and agents, or any substitutes, shall do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
----------------------------------------- ------------------------------------------ -------------------------
<S> <C> <C>
/s/ T.J. Rodgers President, Chief Executive Officer and
--------------------------- Director August 22, 2000
T.J. Rodgers (Principal Executive Officer)
/s/ Emmanuel Hernandez Chief Financial Officer, Vice President,
--------------------------- Finance and Administration and Secretary August 22, 2000
Emmanuel Hernandez (Principal Financial and Accounting Officer)
/s/ Alan F. Shugart Director August 22, 2000
---------------------------
Alan F. Shugart
/s/ John C. Lewis Director August 22, 2000
---------------------------
John C. Lewis
/s/ Fred B. Bialek Director August 22, 2000
---------------------------
Fred B. Bialek
/s/ Eric A. Benhamou Director August 22, 2000
---------------------------
Eric A. Benhamou
</TABLE>
9
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- ----------------------------------------------------------------------
<S> <C>
4.1(1) Employee Stock Purchase Plan (and form of agreement thereunder).
4.2(2) Amended and Restated 1994 Stock Option Plan (and form of agreement
thereunder).
4.3(3) 1999 Non-Statutory Stock Option Plan (and form of agreement thereunder).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
counsel to the Registrant.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
counsel to the Registrant (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 9).
</TABLE>
--------
(1) Incorporated by reference from the Registrant's Registration Statement on
Form S-8 filed on December 10, 1998 (File No. 333-68703).
(2) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the fiscal year ended January 2, 2000 (File No. 001-10079).
(3) Incorporated by reference from the Registrant's Registration Statement on
Form S-8 filed on April 20, 1999 (File No. 333-76665).
10
