CYRIX CORP
8-K, 1996-05-23
SEMICONDUCTORS & RELATED DEVICES
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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): 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
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<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-
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<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-
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