UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 3
to
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CYPRESS SEMICONDUCTOR CORPORATION
(Name of Subject Company (Issuer) and Name of Filing Persons (Offeror))
1.00% Convertible Senior Notes due September 15, 2009
(Title of Class of Securities)
232806 AJ 8 and 232806 AK 5
(CUSIP Number of Class of Securities)
T. J. Rodgers
President and Chief Executive Officer
Cypress Semiconductor Corporation
198 Champion Court
San Jose, California 95134
(408) 943-2600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Persons)
COPIES TO:
Larry W. Sonsini
Todd Cleary
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Tel: (650) 493-9300
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee | |
| $ 850,000,000(1) | $33,405.00(2) |
| (1) | Estimated only for the purposes of calculating the filing fee. This amount was based on the purchase of $531,250,000 aggregate principal amount of outstanding 1.00% Convertible Senior Notes due September 15, 2009 at a maximum tender offer price of $1,600 per $1,000 principal amount of notes. |
| (2) | The amount of the filing fee was calculated at a rate of $39.30 per $1,000,000 of the transaction value. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $31,440; $1,965 | Filing Party: Cypress Semiconductor Corporation | |
| Form or Registration No.: Schedule TO-I; Schedule TO-I/A | Date Filed: August 14, 2008; August 26, 2008 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1 |
| x | issuer tender offer subject to Rule 13e-4 |
| ¨ | going-private transaction subject to Rule 13e-3 |
| ¨ | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
INTRODUCTORY STATEMENT
This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2008, as amended by Amendment No. 1 to Schedule TO filed on August 20, 2008 and Amendment No. 2 to Schedule TO filed on August 26, 2008 (as amended and supplemented, the “Schedule TO”) by Cypress Semiconductor Corporation, a Delaware corporation (“Cypress” or the “Company), and relates to an offer by Cypress to purchase up to $531,250,000 aggregate principal amount of its outstanding 1.00% Convertible Senior Notes due September 15, 2009 (the “Notes”) for cash at a purchase price determined in accordance with the Offer to Purchase (defined below) and in any event not greater than $1,600, nor less than $1,000, per $1,000 principal amount of Notes and subject to the Maximum Offered Principal Amount, upon the terms and subject to the conditions set forth in the amended offer to purchase, dated August 26, 2008 (a copy of which was filed as exhibit (a)(1)(vii) to the Schedule TO, the “Offer to Purchase”) and the related amended letter of transmittal (a copy of which was filed as exhibit (a)(1)(viii) to the Schedule TO, the “Letter of Transmittal,”). The Offer to Purchase and Letter of Transmittal, together with any supplements or amendments thereto, collectively constitute the “Offer”.
This Amendment No. 3 is filed solely to reflect changes made to the “Pro Forma Condensed Consolidated Balance Sheet” as a result of Cypress (i) reclassifying certain SunPower reported figures to conform with Cypress reported figures and (ii) moving two columns in order to primarily reflect that the sale of 2.5 million shares of SunPower common stock has already taken place.
Only those items amended are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 3 does not modify any of the information previously reported on Schedule TO.
| ITEM 11. | ADDITIONAL INFORMATION. |
Item 11(b) of the Schedule TO is hereby amended and supplemented by amending and restating the “Pro Forma Condensed Consolidated Balance Sheet” contained on page 34 of the Offer to Purchase under the heading “Financial Statements” in its entirety as follows:
2
CYPRESS SEMICONDUCTOR CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
| June 29, 2008 | Note Tender Offer(1) |
Hedge and Warrant Settlement(1) |
Sale of SunPower Shares(2) |
Effects of Dividend Distribution(3) |
Cypress June 29, 2008 |
Less SunPower Standalone June 29, 2008 |
Pro forma | ||||||||||||||||||||
| ADJUSTED | |||||||||||||||||||||||||||
| ASSETS |
|||||||||||||||||||||||||||
| Cash and cash equivalents |
$ | 818,454 | $ | (850,000 | ) | $ | 28,267 | $ | 222,472 | $ | — | $ | 219,193 | $ | 189,542 | $ | 29,651 | ||||||||||
| Short-term investments |
202,311 | — | — | — | — | 202,311 | 37,233 | 165,078 | |||||||||||||||||||
| Accounts receivable, net |
354,954 | — | — | — | — | 354,954 | 249,459 | 105,495 | |||||||||||||||||||
| Inventories, net |
329,446 | — | — | — | — | 329,446 | 200,268 | 129,178 | |||||||||||||||||||
| Other current assets |
264,347 | — | — | — | 5,409 | 269,756 | 235,295 | 34,461 | |||||||||||||||||||
| Total current assets |
1,969,512 | (850,000 | ) | 28,267 | 222,472 | 5,409 | 1,375,660 | 911,797 | 463,863 | ||||||||||||||||||
| Property, plant and equipment, net |
777,111 | — | — | — | — | 777,111 | 451,969 | 325,142 | |||||||||||||||||||
| Goodwill |
545,719 | — | — | — | — | 545,719 | 195,930 | 349,789 | |||||||||||||||||||
| Intangible assets, net |
52,862 | — | — | — | (3,316 | ) | 49,546 | 45,623 | 3,923 | ||||||||||||||||||
| Investment in SunPower |
— | — | — | (30,427 | ) | 30,427 | — | — | — | ||||||||||||||||||
| Other assets |
318,378 | — | — | — | — | 318,378 | 222,644 | 95,734 | |||||||||||||||||||
| Total assets |
$ | 3,663,582 | $ | (850,000 | ) | $ | 28,267 | $ | 192,045 | $ | 32,520 | $ | 3,066,414 | $ | 1,827,963 | $ | 1,238,451 | ||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
|||||||||||||||||||||||||||
| Current liabilities: |
|||||||||||||||||||||||||||
| Accounts payable |
$ | 240,928 | $ | — | $ | — | $ | — | $ | — | $ | 240,928 | $ | 187,847 | $ | 53,081 | |||||||||||
| Accrued compensation and employee benefits |
64,626 | — | — | — | — | 64,626 | 12,463 | 52,163 | |||||||||||||||||||
| Deferred revenue less cost of revenue |
49,955 | — | — | — | — | 49,955 | — | 49,955 | |||||||||||||||||||
| Income taxes payable |
25,942 | — | — | — | — | 25,942 | 15,316 | 10,626 | |||||||||||||||||||
| Convertible debt |
799,994 | (531,250 | ) | — | — | — | 268,744 | 200,000 | 68,744 | ||||||||||||||||||
| Other current liabilities |
178,254 | — | — | — | 5,409 | 183,663 | 128,033 | 55,630 | |||||||||||||||||||
| Total current liabilities |
1,359,699 | (531,250 | ) | — | — | 5,409 | 833,858 | 543,659 | 290,199 | ||||||||||||||||||
| Convertible debt |
225,000 | — | — | — | — | 225,000 | 225,000 | — | |||||||||||||||||||
| Deferred income taxes and other tax liabilities |
41,764 | — | — | — | — | 41,764 | 15,025 | 26,739 | |||||||||||||||||||
| Other long-term liabilities |
79,814 | — | — | — | — | 79,814 | 76,101 | 3,713 | |||||||||||||||||||
| Total liabilities |
1,706,277 | (531,250 | ) | — | — | 5,409 | 1,180,436 | 859,785 | 320,651 | ||||||||||||||||||
| Minority interest |
426,192 | — | — | — | (426,192 | ) | — | — | — | ||||||||||||||||||
| Stockholders’ equity |
1,531,113 | (318,750 | ) | 28,267 | 192,045 | 453,303 | 1,885,978 | 968,178 | 917,800 | ||||||||||||||||||
| Total liabilities and stockholders’ equity |
$ | 3,663,582 | $ | (850,000 | ) | $ | 28,267 | $ | 192,045 | $ | 32,520 | $ | 3,066,414 | $ | 1,827,963 | $ | 1,238,451 | ||||||||||
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| CYPRESS SEMICONDUCTOR CORPORATION | ||
| By: | /S/ BRAD W. BUSS | |
| Name: | Brad W. Buss | |
| Title: | Executive Vice President, Finance & Administration, and Chief Financial Officer | |
Dated: August 29, 2008
4
EXHIBIT INDEX
| Exhibit |
Description | |
| (a)(1)(i) | Offer to Purchase, dated August 14, 2008.* | |
| (a)(1)(ii) | Letter of Transmittal.* | |
| (a)(1)(iii) | Notice of Guaranteed Delivery.* | |
| (a)(1)(iv) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(v) | Letter to Clients.* | |
| (a)(1)(vi) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* | |
| (a)(1)(vii) | Amended Offer to Purchase, dated August 26, 2008. ** | |
| (a)(1)(viii) | Amended Letter of Transmittal. ** | |
| (a)(1)(ix) | Amended Notice of Guaranteed Delivery. ** | |
| (a)(1)(x) | Amended Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. ** | |
| (a)(1)(xi) | Amended Letter to Clients. ** | |
| (a)(5)(i) | Press Release, dated August 14, 2008.* | |
| (a)(5)(ii) | Press Release, dated August 26, 2008. ** | |
| (d)(1) | Indenture, dated as of March 13, 2007, between the Company and the U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-3, as amended, initially filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2007 (No. 333-143042)). | |
| (d)(2) | Registration Rights Agreement March 13, 2007, between the Company and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Lehman Brothers Inc., as initial purchasers (incorporated herein by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 10, 2007 (No. 001-10079)). |
| * | Previously filed with the Schedule TO on August 14, 2008. |
| ** | Previously filed with Amendment No. 2 to Schedule TO on August 26, 2008. |