================================================================================
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): May 22, 1996
CYRIX CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21904 75-2218250
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2703 North Central Expressway, Richardson, Texas 75080
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (214) 994-8387
================================================================================
<PAGE>
ITEM 5. OTHER EVENTS
The press release dated May 22, 1996 contained in Exhibit 20.1 to this form
is incorporated herein by reference.
ITEM 7. EXHIBITS
(c) Exhibits
20.1 Press release dated May 22, 1996 announcing intention to offer for
sale $110 million 5.5% Subordinated Convertible Notes.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CYRIX CORPORATION
By: /s/ Timothy W. Kinnear
-----------------------
(Timothy W. Kinnear)
Vice President of Finance and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
Date: May 23, 1996
-2-
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Exhibit
Number Description
- ---------- ------------------------------------------
<S> <C>
20.1 Press Release dated May 22, 1996.
</TABLE>
-3-
<PAGE>
For immediate release
Evan Fitzmaurice, Investor Relations, 214-968-8238
CYRIX CORPORATION ANNOUNCES $110 MILLION CONVERTIBLE NOTES OFFERING
Richardson, Texas--May 22, 1996--Cyrix Corporation (NASDAQ: CYRX) announced
today that it proposes to offer a new issue of $110 million of 5.5 percent
Convertible Subordinated Notes due June 1, 2001 (the "Notes").
Such Notes will be convertible into Cyrix common stock, at the option of
the holder, at a conversion price of $39.75 per share. The Company may also
issue up to an additional $16.5 million of Notes to cover over-allotments made
in connection with such offering.
The Company intends to use approximately $68 million of the proceeds from
the sale of the Notes to repay outstanding amounts, including prepayment fees,
under its equipment financing agreements with IBM Credit Corporation and General
Electric Capital Corporation. The remainder of the proceeds will be used for
working capital and other general corporate purposes. Neither the Notes nor the
common stock issuable upon the conversion thereof will be registered under the
Securities Act of 1933 nor may they be offered or sold in the United States
except pursuant to an applicable exemption from the Securities Act registration
requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes.
This press release is being issued pursuant to and in accordance with Rule
135c under the Securities Act.
Cyrix Corporation, headquartered in Richardson, Texas, is a leading
supplier of high-performance processors to the personal computer industry.
Founded in 1988, the Company designs, manufactures and markets innovative, x86
software-compatible processors for the desktop and mobile computer markets.
-1-
<PAGE>