SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 |
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94-2885898 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
198 Champion Court
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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EMPLOYEE STOCK PURCHASE PLAN
CYPRESS NON-QUALIFIED DEFERRED COMPENSATION PLAN II
(Full title of the plans)
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Pamela L. Tondreau
Senior Vice President and General Counsel
Cypress Semiconductor Corporation
198 Champion Court
San Jose, CA 95134-1599
(408) 943-2600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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¨ |
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Smaller Reporting Company |
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¨ |
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
Amount to be registered |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee1 |
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Common Stock, $0.01 par value, to be issued pursuant to the terms of the Cypress Semiconductor Corporation Employee Stock Purchase Plan, as amended |
2,000,0002 |
$7.888 |
$15,776,0003 |
$1,588.64 |
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Cypress Semiconductor Corporation Deferred Compensation Plan II Obligation4 |
$3,000,000 |
100% |
$3,000,000 |
$302.10 |
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Total |
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$18,776,000 |
$1,890.74 |
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1.The amount of the registration fee was calculated pursuant to Section 6(b) of the Securities Act, which provides that the fee shall be $0.0001007 multiplied by the maximum aggregate price at which such securities are proposed to be offered. |
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2.Pursuant to Rule 416 of the Securities Act of 1933, as amended (“Securities Act”), this registration statement shall also cover any additional shares of the registrant’s common stock that become issuable under the Cypress Semiconductor Corporation Employee Stock Purchase Plan, as amended, as described herein (the “ESPP”), 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. The total number of shares to be registered covers the automatic increase for fiscal year 2016. |
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3.Estimated in accordance with Rule 457(h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on eighty-five percent of $9.28, the average of the high and low prices per share of the registrant’s common stock as reported on The Nasdaq Global Select Market on June 28, 2016. Pursuant to the ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be eighty-five percent of the lower of the fair market value per share of Common Stock on (i) the first trading day of each offering period or (ii) the last day of each exercise period. |
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4.The deferred compensation obligations (the “Obligations”) are unsecured general obligations of Cypress Semiconductor Corporation to pay deferred compensation in accordance with the terms of the Cypress Non-Qualified Deferred Compensation Plan II (the “Plan”).
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Explanatory Note—Registration of Additional Securities
This Registration Statement is filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, with respect to 2,000,000 additional shares of Registrant’s Common Stock that may be issued pursuant to the ESPP as a result of an annual automatic increase, as well as $3,000,000 in additional Obligations of the registrant that may be paid from the general assets of the registrant in accordance with the terms of the Plan. Accordingly, the contents of the Registrant’s Form S-8 Registration Statements (Registration Statement Nos. 333-68703, 333-93839, 333-44264, 333-58896, 333-91764, 333-104672, 333-119049, 333-131494, 333-150484, 333-154748, 333-165750, 333-174673, 333-185439, 333-189612, 333-203041 and 333-199718) filed by the Registrant with the Securities and Exchange Commission on December 10, 1998, December 30, 1999, August 22, 2000, April 13, 2001, July 2, 2002, April 22, 2003, September 16, 2004, February 3, 2006, April 28, 2008, October 27, 2008, March 29, 2010, June 2, 2011, December 12, 2012, June 26, 2013, November 3, 2014 and March 26, 2015, respectively, are incorporated herein by reference.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference:
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(a) |
The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that contains, either directly or by incorporation by reference, audited financial statements for the Registrant's latest fiscal year for which such statements have been filed. |
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(b) |
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's document referred to in (a) above. |
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(c) |
The description of the Registrant's Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-10079) filed with the Commission on October 30, 2009 pursuant to Section 12(b) of the Exchange Act, including any amendment or report updating 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 to this Registration Statement that indicates that all securities offered have been sold or that 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; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a 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 deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Exhibit Number |
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Description |
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5.1 |
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Opinion of Pamela L. Tondreau, Senior Vice President and General Counsel, Cypress Semiconductor Corporation. |
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10.1 |
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Cypress Semiconductor Corporation Employee Stock Purchase Plan, as amended.1 |
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10.2 |
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Cypress Semiconductor Corporation Non-Qualified Deferred Compensation Plan II, as amended.2 |
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23.1 |
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. |
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23.2 |
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Consent of Pamela L. Tondreau, Senior Vice President and General Counsel, Cypress Semiconductor Corporation (contained in Exhibit 5.1). |
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24.1 |
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Power of attorney (contained on signature pages of this registration statement). |
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1.Incorporated by reference to Exhibit 10.18 to Registrant’s Annual Report on Form 10-K dated March 2, 2016 (Commission file number 001-10079). |
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2.Incorporated by reference to Exhibit 10.3 to Registrant’s Annual Report on Form 10-K dated March 2, 2016 (Commission file number 001-10079). |
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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.
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CYPRESS SEMICONDUCTOR CORPORATION |
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Date: June 29, 2016 |
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By: |
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/s/ THAD TRENT |
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Thad Trent |
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Executive Vice President, Finance and Administration, and Chief Financial Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears on the following page constitutes and appoints Thad Trent and Pamela Tondreau, 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 attorneys-in-fact, or their substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Hassane El-Khoury Hassane El-Khoury |
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Office of the President and Chief Executive Officer; Executive Vice President, Programmable Systems and Software (Principal Executive Officer) |
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June 29, 2016 |
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/s/ Dana Nazarian Dana Nazarian |
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Office of the President and Chief Executive Officer; Executive Vice President, Memory Products Division (Principal Executive Officer) |
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June 29, 2016 |
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/s/ Joseph Rauschmayer Joseph Rauschmayer |
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Office of the President and Chief Executive Officer; Executive Vice President, World Wide Manufacturing (Principal Executive Officer) |
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June 29, 2016 |
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/s/ Thad Trent Thad Trent |
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Office of the President and Chief Executive Officer; Executive Vice President, Finance and Administration, and Chief Financial Officer (Principal Executive Officer) |
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June 29, 2016 |
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/s/ Thad Trent Thad Trent |
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Executive Vice President, Finance and Administration, and Chief Financial Officer (Principal Financial and Accounting Officer) |
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June 29, 2016 |
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/s/ W. Steve Albrecht W. Steve Albrecht |
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Director |
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June 29, 2016 |
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/s/ Eric A. Benhamou Eric A. Benhamou |
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Director |
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June 29, 2016 |
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/s/ Raymond Bingham Raymond Bingham |
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Chairman of the Board |
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June 29, 2016 |
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/s/ O. C. Kwon O. C. Kwon |
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Director |
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June 29, 2016 |
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/s/ T. J. Rodgers T. J. Rodgers |
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Director |
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June 29, 2016 |
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/s/ Wilbert G.M. van den Hoek Wilbert G.M. van den Hoek |
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Director |
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June 29, 2016 |
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/s/ Michael S. Wishart Michael S. Wishart |
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Director |
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June 29, 2016 |
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Exhibit Number |
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Description |
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5.1 |
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Opinion of Pamela L. Tondreau, Senior Vice President and General Counsel, Cypress Semiconductor Corporation. |
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10.1 |
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Cypress Semiconductor Corporation Employee Stock Purchase Plan, as amended.1 |
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10.2 |
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Cypress Semiconductor Corporation Non-Qualified Deferred Compensation Plan II, as amended.2 |
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23.1 |
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. |
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23.2 |
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Consent of Pamela L. Tondreau, Senior Vice President and General Counsel, Cypress Semiconductor Corporation (contained in Exhibit 5.1). |
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24.1 |
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Power of attorney (contained on signature pages of this registration statement). |
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1.Incorporated by reference to Exhibit 10.18 to Registrant’s Annual Report on Form 10-K dated March 2, 2016 (Commission file number 001-10079). |
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2.Incorporated by reference to Exhibit 10.3 to Registrant’s Annual Report on Form 10-K dated March 2, 2016 (Commission file number 001-10079). |
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