CYRIX CORP
8-K, 1997-11-14
SEMICONDUCTORS & RELATED DEVICES
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                                  UNITED STATES
                       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): November 13, 1997




                                CYRIX CORPORATION
              ----------------------------------------------------         
             (Exact name of registrant as specified in its charter)




          DELAWARE                      0-21904               75-2218250
 ------------------------------       -----------        ---------------------
(State or other jurisdiction of      (Commission        (I.R.S. Employer
 incorporation or organization)       File Number)       Identification Number)




               2703 NORTH CENTRAL EXPRESSWAY, RICHARDSON, TX 75080
           ----------------------------------------------------------
          (Address of principal executive offices, including zip code)



                                  972-968-8387
               --------------------------------------------------
              (Registrant's telephone number, including area code)



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<PAGE>

ITEM 5.     OTHER EVENTS

         On  November  13, 1997 Cyrix  Corporation  and  National  Semiconductor
Corporation  issued  a  joint  press  release  announcing  that a  class  action
complaint was filed by a purported Cyrix  shareholder on November 12, 1997. Such
press release is filed as Exhibit 20.1 to this report and is incorporated herein
by reference.


ITEM 7.      EXHIBITS

         ( c )     Exhibits

         20.1     Press release dated November 13, 1997.










<PAGE>


                                    SIGNATURE


         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


Date:  November 14, 1997            By:     /S/ JAMES W. SWENT, III
                                            -----------------------
                                                James W. Swent, III
                                         Senior Vice President of Finance
                                             and Administration & CFO




<PAGE>



                                INDEX TO EXHIBITS



EXHIBIT
NUMBER                              DESCRIPTION
- -------                             -------------------------------------
20.1                                Press Release dated November 13, 1997.




                                  EXHIBIT 20.1



FOR IMMEDIATE RELEASE


Contacts:

National Semiconductor                       Cyrix
Alan Bernheimer - Press                      Paula Larson  - Press
408 721-8665                                 408 286-2611
[email protected]                      [email protected]

Jim Foltz - Investor Relations               Mark Lipscomb - Investor Relations
408 721-5693                                 972 968-8285
[email protected]                               [email protected]



LAWSUIT FILED IN NATIONAL SEMICONDUCTOR-CYRIX MERGER


- - COMPANIES BELIEVE SUIT IS WITHOUT MERIT -


Santa  Clara,  CA,  November  13,  1997 - Cyrix  Corporation  (NASDAQ:CYRX)  and
National  Semiconductor  Corporation (NYSE:NSM) today announced that on November
12, 1997 a class action complaint was filed by a purported Cyrix  stockholder in
the Superior Court of the State of California for the County of Santa Clara. The
complaint  names both Cyrix and National as  defendants  as well as the board of
directors and chief executive  officer of Cyrix and alleges that the Cyrix board
breached  its  fiduciary  duties in  connection  with its  approval  of  Cyrix's
proposed  merger with a subsidiary of National.  The complaint  further  alleges
that  National  aided and abetted  the alleged  breach of  fiduciary  duty.  The
complaint seeks monetary and other relief.

Both Cyrix and National  believe the suit is without merit and intend to contest
the matter vigorously.




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