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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 15, 2004
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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 jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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)
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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 15, 2004, entitled
"Cypress Reports Second Quarter 2004 Results."
ITEM 12. RESULTS OF OPERATION AND FINANCIAL CONDITION
On July 15, 2004, Cypress Semiconductor Corporation issued a press
release announcing its results for the fiscal quarter ended June 27, 2004. 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 Current Report on Form 8-K, including Exhibit
99.1 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 99.1 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 as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CYPRESS SEMICONDUCTOR CORPORATION
Date: July 15, 2004 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 15, 2004
Exhibit Description
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99.1 Press Release dated as of July 15, 2004, entitled
"Cypress Reports Second Quarter 2004 Results."