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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 30, 2000
CYPRESS SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-2885898
(State of incorporation) (Commission File Number) (IRS Employer Identification
No.)
3901 NORTH FIRST STREET, SAN JOSE, CA 95134
(Address of principal executive offices of Registrant)
(408) 943-2600
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On August 30, 2000, Cypress Semiconductor Corporation, a Delaware
corporation ("Cypress") completed its acquisition of Silicon Light Machines
("SLM"), a privately-held California corporation engaged in the business of
design, development and marketing of optical communication and networking
products and technologies, in accordance with that certain Agreement and Plan of
Reorganization among Cypress and SLM, and with respect to Article VII thereof
only, U.S. Bank Trust, N.A. and Dave B. Corbin, dated as of July 21, 2000 (the
"Reorganization Agreement"). Pursuant to the Reorganization Agreement, a
wholly-owned subsidiary of Cypress, Silicon Acquisition Corp., merged with and
into SLM and became a wholly-owned subsidiary of Cypress (the "Merger"). Prior
to the closing of the Merger, all outstanding shares of SLM Series A preferred
stock, Series B preferred stock and Series D preferred stock converted to SLM
common stock. The outstanding shares of SLM Series C preferred stock and certain
warrants for SLM Series B preferred stock were not converted to SLM common stock
prior to the closing of the Merger. The holders of SLM's outstanding capital
stock received a total of approximately 3,271,481 shares of Cypress common stock
in exchange for their shares of SLM common and preferred stock, the holders of
options to purchase SLM capital stock received options to acquire up to
approximately 432,705 shares of Cypress common stock and the holders of warrants
to purchase SLM capital stock received warrants to acquire up to approximately
8,674 shares of Cypress common stock. The Merger Agreement was effective as of
August 30, 2000.
Under the Reorganization Agreement, an aggregate of approximately
3,712,907 shares of Cypress Common Stock has been issued or reserved for
issuance to the holders of SLM common stock, preferred stock, options and
warrants. The shares of Cypress common stock issued to the SLM common and
preferred shareholders were issued in reliance on Section 3(a)(10) of the
Securities Act of 1933, as amended (the "Securities Act") following a fairness
hearing before, and issuance of a permit by, the California Commission of
Corporations.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
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(c) Exhibits.
99.1 Agreement and Plan of Reorganization between Cypress and SLM and
with respect to Article VII thereof only, U.S. Bank Trust, N.A.
and Dave B. Corbin, dated as of July 21, 2000.
99.2 Agreement of Merger of Silicon Acquisition Corp., a California
corporation and Silicon Light Machines, a California corporation
dated August 30, 2000.
99.3 Press release of Cypress dated September 8, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CYPRESS SEMICONDUCTOR CORPORATION
/s/ Neil H. Weiss
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Neil H. Weiss, Vice President
and Treasurer
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EXHIBIT INDEX
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Exhibits Description
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<S> <C>
99.1 Agreement and Plan of Reorganization between Cypress and SLM and with
respect to Article VII thereof only, U.S. Bank Trust, N.A. and Dave B.
Corbin, dated as of July 21, 2000.
99.2 Agreement of Merger of Silicon Acquisition Corp., a California
corporation and Silicon Light Machines, a California corporation
dated August 30, 2000.
99.3 Press release of Cypress dated September 8, 2000.
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