<PAGE>
Filed pursuant to Rule 424(b)(3)
Registration No. 333-10669
SUPPLEMENT NO. 2 DATED MARCH 20, 1997
TO PROSPECTUS DATED NOVEMBER 14, 1996
RELATING TO $126,500,000 PRINCIPAL AMOUNT
5% CONVERTIBLE SUBORDINATED NOTES DUE JUNE 1, 2001 AND
3,182,385 SHARES OF COMMON STOCK, $.004 PAR VALUE PER SHARE, OF
CYRIX CORPORATION
All capitalized terms used but not defined herein shall have the meanings
prescribed in the Prospectus dated November 14, 1996, forming a part of the
Registration Statement on Form S-3, File No. 333-10669. Any cross references in
this Supplement refer to portions of the Prospectus.
The purpose of this supplement is to provide additional information
regarding the Selling Securityholders. In addition to the Selling
Securityholders named in the Prospectus and Supplement No. 1 dated January 17,
1997 to the Prospectus, the following table sets forth the name of each
additional Selling Securityholder and relationship, if any, with the Company and
(i) the amount of Notes owned by each additional Selling Securityholder as of
March 19, 1997, (ii) the maximum amount of Notes which may be offered for the
account of such Selling Securityholder as of March 19, 1997 and (iii) the
maximum amount of Common Stock which may be offered for the account of such
Selling Securityholder under the Prospectus.
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL COMMON STOCK COMMON STOCK
AMOUNT OF AMOUNT OF NOTES OWNED PRIOR TO OFFERED HEREBY
NAME OF SELLING SECURITYHOLDER NOTES OWNED OFFERED HEREBY OFFERING (1) (2)
- ---------------------------------------------------- ------------ --------------- -------------- -----------------
<S> <C> <C> <C> <C>
Credit Suisse First Boston Corp..................... 500,000 500,000 12,578 12,578
Goldman, Sachs & Co. ............................... 7,450,000 7,450,000 187,421 187,421
Jahleel Corp........................................ 400,000 400,000 11,062 10,062
KA Trading L.P...................................... 500,000 500,000 12,578 12,578
LDG Limited Fund.................................... 250,000 250,000 6,289 6,289
NU Twins LLC........................................ 500,000 500,000 12,578 12,578
PaineWebber Inc..................................... 2,739,000 2,739,000 68,905 68,905
Public Employees' Retirement Association of
Colorado.......................................... 1,000,000 1,000,000 29,857 25,157
Societe Generale Securities Corporation............. 550,000 550,000 13,836 13,836
TQA Leverage Fund, L.P.............................. 250,000 250,000 6,289 6,289
TQA Vantage Fund, Ltd............................... 1,000,000 1,000,000 25,157 25,157
------------ --------------- ------- -------
TOTAL............................................. 15,139,000 15,139,000 386,550 380,850
------------ --------------- ------- -------
------------ --------------- ------- -------
</TABLE>
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(1) Comprises the shares of Common Stock into which the Notes held by such
Selling Securityholder are convertible at the initial conversion rate. The
Conversion Rate and the number of shares of Common Stock issuable upon
conversion of the Notes are subject to adjustment under certain
circumstances. See "Description of Notes--Conversion Rights." Accordingly,
the number of shares of Common Stock issuable upon conversion of the Notes
may increase or decrease from time to time.
(2) Assumes conversion into Common Stock of the full amount of Notes held by the
Selling Securityholder at the initial conversion rate and the offering of
such shares by such Selling Securityholder pursuant to the Registration
Statement of which the Prospectus forms a part. The Conversion Rate and the
number of shares of Common Stock issuable upon conversion of the Notes is
subject to adjustment under certain circumstances. See "Description of
Notes--Conversion Rights." Accordingly, the number of shares of Common Stock
issuable upon conversion of the Notes may increase or decrease from time to
time. Fractional shares will not be issued upon conversion of the Notes;
rather, cash will be paid in lieu of fractional shares, if any.
Supplement No. 1, dated January 17, 1997 incorrectly lists JMG Convertible
Investment, L.P. as JMG Capital Management, Inc.
Because the Selling Securityholders may, pursuant to the Prospectus, offer
all or some portion of the Notes they presently hold, no estimate can be given
as to the amount of the Notes that will be held by the Selling Securityholders
upon termination of any such sales. In addition, the Selling Securityholders
identified above may have sold, transferred or otherwise disposed of all or a
portion of their Notes since the date on which they provided the information
regarding their Notes, in transactions exempt from the registration requirements
of the Securities Act. See "Plan of Distribution."
The Company may from time to time, in accordance with the Registration
Rights Agreement, include additional Selling Securityholders in future
supplements to the Prospectus.
