DELAWARE | 94-2885898 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Emerging Growth Company | ¨ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. | ¨ |
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 |
Common Stock, $0.01 par value, to be issued pursuant to the terms of the Cypress Semiconductor Corporation 2013 Stock Plan, as amended and restated | 29,100,0002 | $15.943 | $463,854,000.00 | $57,749.82 |
Common Stock, $0.01 par value, to be issued pursuant to the terms of the Cypress Semiconductor Corporation Employee Stock Purchase Plan, as amended and restated | 2,000,0002 | $15.943 | $31,880,000.00 | $3,969.06 |
Cypress Semiconductor Corporation Non-Qualified Deferred Compensation Plan II4 | $6,000,000 | 100% | $6,000,000.00 | $747.00 |
Total | $501,734,000.00 | $62,465.88 | ||
1. The amount of the registration fee was calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended ("Securities Act") which provides that the fee shall be $0.0001245 multiplied by the maximum aggregate price at which such securities are proposed to be offered. | ||||
2. Pursuant to Rule 416 under the Securities Act, this registration statement on Form S-8 ("Registration Statement") shall also cover any additional shares of the Registrant’s common stock that become issuable under (i) the Cypress Semiconductor Corporation 2013 Stock Plan, as amended and restated (the "2013 Plan"), and (ii) the Cypress Semiconductor Corporation Employee Stock Purchase Plan, as amended and restated (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 for the 2013 Plan covers the shares that were approved at the Registrant's 2017 Annual Meeting of Stockholders. The total number of shares to be registered for the ESPP covers the automatic increase for fiscal year 2017. | ||||
3. Estimated in accordance with Rule 457(c) under 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 $15.94, which is 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 November 3, 2017. | ||||
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 Semiconductor Corporation Non-Qualified Deferred Compensation Plan II (the “Plan”). |
(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 audited financial statements for the Registrant's latest fiscal year for which such statements have been filed. |
(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. |
(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. |
Exhibit Number | Description | |
5.1 | Opinion of Pamela L. Tondreau, Chief Legal Officer and Corporate Secretary, Cypress Semiconductor Corporation. | |
10.1 | Cypress Semiconductor Corporation 2013 Stock Plan, as amended and restated.1 | |
10.2 | Cypress Semiconductor Corporation Employee Stock Purchase Plan, as amended and restated.2 | |
10.3 | Cypress Semiconductor Corporation Non-Qualified Deferred Compensation Plan II.3 | |
23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | |
23.2 | Consent of Pamela L. Tondreau, Chief Legal Officer and Corporate Secretary, Cypress Semiconductor Corporation (contained in Exhibit 5.1). | |
24.1 | Power of attorney (contained on signature page hereto). | |
1. Incorporated by reference to Exhibit 10.1 filed with Registrant’s Quarterly Report on Form 10-Q (File No. 001-10079), as filed with the Commission on July 28, 2017. | ||
2. Incorporated by reference to Exhibit 10.18 filed with Registrant’s Annual Report on Form 10-K (File No. 001-10079), as filed with the Commission on March 2, 2016. | ||
3. Incorporated by reference to Exhibit 10.3 filed with Registrant’s Annual Report on Form 10-K (File No. 001-10079), as filed with the Commission on March 2, 2016. |
CYPRESS SEMICONDUCTOR CORPORATION | ||||
Date: November 9, 2017 | By: | /s/ THAD TRENT | ||
Thad Trent | ||||
Executive Vice President, Finance and Administration and Chief Financial Officer |
Signature | Title | Date | ||
/s/ Hassane El-Khoury Hassane El-Khoury | President, Chief Executive Officer and Director (Principal Executive Officer) | November 9, 2017 | ||
/s/ Thad Trent Thad Trent | Executive Vice President, Finance and Administration and Chief Financial Officer (Principal Financial and Accounting Officer) | November 9, 2017 | ||
/s/ W. Steve Albrecht W. Steve Albrecht | Director | November 9, 2017 | ||
/s/ Oh Chul Kwon Oh Chul Kwon | Director | November 9, 2017 | ||
/s/ Catherine P. Lego Catherine P. Lego | Director | November 9, 2017 | ||
/s/ Camillo Martino Camillo Martino | Director | November 9, 2017 | ||
/s/ J. Daniel McCranie J. Daniel McCranie | Director | November 9, 2017 | ||
/s/ Jeffrey J. Owens Jeffrey J. Owens | Director | November 9, 2017 | ||
/s/ Michael S. Wishart Michael S. Wishart | Director | November 9, 2017 |
Exhibit Number | Description | |
5.1 | ||
10.1 | ||
10.2 | ||
10.3 | ||
23.1 | ||
23.2 | ||
24.1 | ||
1. Incorporated by reference to Exhibit 10.1 filed with Registrant’s Quarterly Report on Form 10-Q (File No. 001-10079), as filed with the Commission on July 28, 2017. | ||
2. Incorporated by reference to Exhibit 10.18 filed with Registrant’s Annual Report on Form 10-K (File No. 001-10079), as filed with the Commission on March 2, 2016. | ||
3. Incorporated by reference to Exhibit 10.3 filed with Registrant’s Annual Report on Form 10-K (File No. 001-10079), as filed with the Commission on March 2, 2016. |