As filed with the Securities and Exchange Commission on April 21, 2003
Registration No. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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CYPRESS SEMICONDUCTOR CORPORATION
(Exact name of Registrant as specified in its charter)
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DELAWARE 94-2885898
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3901 North First Street
San Jose, CA 95134-1599
(408) 943-2600
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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1994 STOCK OPTION PLAN
EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
(Full title of the plans)
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T. J. Rodgers
President and Chief Executive Officer
Cypress Semiconductor Corporation
3901 North First Street
San Jose, CA 95134-1599
(408) 943-2600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Larry W. Sonsini
John A. Fore
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304-1050
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities to Amount to be Offering Price Per Aggregate Offering Registration
be Registered Registered(1) Share (2) Price(2) Fee (2)(3)
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Common Stock, $0.01 par value, to be issued pursuant
to the terms of the:
Cypress Semiconductor Corporation 1994 Stock
Option Plan ............................... 5,568,435 $8.25 $45,939,589 $3,717
Cypress Semiconductor Corporation Employee
Qualified Stock Purchase Plan ............. 1,856,145 $8.25 $15,313,196 $1,239
Total ..................................... 7,424,580 -- $61,252,785 $4,956
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(1) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock that become issuable under the 1994 Stock
Option Plan or the Employee Qualified Stock Purchase Plan, each
described herein (collectively the "Plans"), by reason of any stock
dividend, stock split, recapitalization or any other similar
transaction effected without the Registrant's receipt of consideration
that results in an increase in the number of the Registrant's
outstanding shares of Common Stock.
(2) Estimated in accordance with paragraphs (c) and (h) of Rule 457 of the
Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee based upon the average of the high and
low sale prices of the Registrant's Common Stock as reported on the New
York Stock Exchange on April 17, 2003.
(3) The amount of the registration fee was calculated pursuant to Section
6(b) of the Securities Act, which provides that the fee shall be
.0000809 multiplied by the maximum aggregate price at which such
securities are proposed to be offered.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed by Cypress
Semiconductor Corporation (the "Registrant") with the Securities and Exchange
Commission are hereby incorporated by reference in this registration statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 29, 2002, filed on March 28, 2003, pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated August 30,
1988 filed pursuant to Section 12(b) of the Exchange Act, including
any amendment or report filed for the purpose of updating any such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act on or after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.
Any statement contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein, modified or supersedes such
statement. Except as so modified or superseded, such statement shall not be
deemed to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 10 of the Registrant's Second Restated Certificate of
Incorporation provides that, to the fullest extent permitted by the Delaware
General Corporation Law, as the same now exists or may hereafter be amended, a
director shall not be personally liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director and that the
Registrant is authorized to provide indemnification of (and advancement of
expenses to) directors, officers, employees and other agents of the Corporation
in excess of the indemnification and advancement otherwise permitted by Section
145 of the Delaware General Corporation Law, subject only to statutory and
non-statutory limits created by applicable Delaware law with respect to actions
for breach of duty to a corporation, its stockholders and others. The Delaware
General Corporation Law provides that directors of a corporation will not be
personally liable for monetary damages for breach of their fiduciary duties as
directors, except for liability (i) for any breach of their duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or that involve intentional
misconduct or a knowing violation of law, (iii) for unlawful payments of
dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.
Article VI of the Registrant's Bylaws provides that the Registrant (i)
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Registrant) by reason of the fact that he is or was a
director or officer of the Registrant, or is or was serving at the request of
the Registrant as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, and (ii) may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or contemplated action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Registrant) by reason of the fact that he is or was an employee or agent of the
Registrant, or is or was serving at the request of the Registrant as an employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Bylaws provide that
the termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interest of the Registrant, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Article VI of the Registrant's Bylaws also provides that the Registrant
(i) shall indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Registrant to procure a judgment in its favor by reason of the fact
that he is or was a director or officer of the Registrant, or is or was serving
at the request of the Registrant as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, and (ii) may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Registrant to procure a judgment in its favor by reason of the fact that he is
or was an employee or agent of the Registrant, or is or was serving at the
request of the Registrant as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Registrant except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Registrant unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper.
The Registrant's Bylaws also provide that, to the extent that a
director or officer of the Registrant has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith and to the extent that an employee or agent of the
Registrant has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, he may be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
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The Registrant's Bylaws also permit the Registrant to secure insurance
on behalf of any officer, director, employee or agent of the Registrant for any
liability arising out of his or her actions in such capacity, regardless of
whether the Bylaws would permit indemnification. The Registrant currently
maintains liability insurance for its officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1 1994 Stock Option Plan, as amended.(1)
10.2 Employee Qualified Stock Purchase Plan, as amended.(2)
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(contained in Exhibit 5.1).
24.1 Power of attorney (contained on signature pages of this registration
statement).
(1) Incorporated by reference from the Registrant's Annual Report on
Form 10-K for the fiscal year ended January 2, 2000, filed with the Commission
on March 28, 2000.
(2) Incorporated by reference from the Registrant's registration
statement on Form S-8, dated December 10, 1998 (Commission file number
333-68703).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement: (i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the
prospectus any facts or events arising after the effective date
of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information
set forth in the registration statement; and (iii) to include
any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the forgoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on this 21st day of
April 2003.
CYPRESS SEMICONDUCTOR CORPORATION
By: /s/ T.J. Rodgers
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T. J. Rodgers
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints T. J. Rodgers and Emmanuel Hernandez, and
each of them, his attorney-in-fact, with full power of substitution in each, for
him in any and all capacities to sign any amendments to this registration
statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitutes, may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ T.J. Rodgers President, Chief Executive Officer and April 21, 2003
---------------------------- Director (Principal Executive Officer)
T. J. Rodgers
Chief Financial Officer, Vice President, April 21, 2003
/s/ Emmanuel Hernandez Finance and Administration, and Secretary
---------------------------- (Principal Financial & Accounting Officer)
Emmanuel Hernandez
/s/ Eric A. Benhamou Chairman of the Board April 21, 2003
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Eric A. Benhamou
/s/ W. Steve Albrecht Director April 21, 2003
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W. Steve Albrecht
/s/ Fred B. Bialek Director April 21, 2003
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Fred B. Bialek
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Signature Title Date
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/s/ John C. Lewis Director April 21, 2003
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John C. Lewis
/s/ James R. Long Director April 21, 2003
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James R. Long
/s/ Alan F. Shugart Director April 21, 2003
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Alan F. Shugart
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INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1 1994 Stock Option Plan, as amended.(1)
10.2 Employee Qualified Stock Purchase Plan, as amended.(2)
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(contained in Exhibit 5.1).
24.1 Power of attorney (contained on signature pages of this registration
statement).
(1) Incorporated by reference from the Registrant's Annual Report on
Form 10-K for the fiscal year ended January 2, 2000, filed with the Commission
on March 28, 2000.
(2) Incorporated by reference from the Registrant's registration
statement on Form S-8, dated December 10, 1998 (Commission file number
333-68703).
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