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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
July 17, 2003
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Date of Report (Date of earliest event reported)
CYPRESS SEMICONDUCTOR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-10079 94-2885898
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
3901 North First Street
San Jose, California 95134-1599
(Address of principal executive offices)
(408) 943-2600
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(Registrant's telephone number, including area code)
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits. The exhibit listed below is being furnished with this Form
8-K.
Exhibit 99.1 Press Release dated as of July 17, 2003 entitled
"Cypress Reports Second Quarter 2003 Results."
Item 9. Regulation FD Disclosure
In accordance with SEC Release No. 33-8216, the following information
(including any exhibits attached to this Current Report on Form 8-K) is
furnished pursuant to Item 12, "Disclosure of Results of Operations and
Financial Condition."
On July 17, 2003, Cypress Semiconductor Corporation issued a press release
announcing its results for the fiscal quarter ended June 29, 2003. The press
release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Use of Non-GAAP Financial Information
Cypress provides certain non-GAAP financial measures as additional
information relating to its operating results. Cypress's management believes
that the presentation of these measures provides useful information to investors
regarding certain additional financial and business trends relating to its
financial condition and results of operations. These measures are not in
accordance with, or an alternative to, generally accepted accounting principles
and may be different from non-GAAP measures used by other companies. The
calculations of non-GAAP net income (loss) have been adjusted to exclude the
effects of acquisition-related costs, restructuring charges, impairments, asset
write-downs, amortization of intangibles, gains on bond retirement and certain
employee loan reserves and to reflect the tax effects of these adjustments.
Pursuant to the requirements of Regulation G, we have provided a
reconciliation of the non-GAAP financial measures to the most directly
comparable GAAP financial measures.
The information in this report, including the exhibit hereto, shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liability of that section. The
information contained herein and in the accompanying exhibit shall not be
incorporated by reference into any filing with the U.S. Securities and Exchange
Commission made by Cypress, whether made before or after the date hereof,
regardless of any general incorporation language in such filing.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CYPRESS SEMICONDUCTOR CORPORATION
Date: July 17, 2003 By: /s/ Emmanuel Hernandez
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Emmanuel Hernandez
Chief Financial Officer,
Executive Vice President,
Finance and Administration
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INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED JULY 17, 2003
Exhibit Description
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99.1 Press Release dated as of July 17, 2003 entitled "Cypress Reports
Second Quarter 2003 Results."
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