ITEM 5. OTHER EVENTS
On
March 1, 2001, Cypress Semiconductor Corporation issued the following press release:
SAN
JOSE, Calif. —March 1, 2001 —Cypress Semiconductor Corporation (NYSE:CY—news)
today announced that it satisfied all conditions to closing its agreement to acquire
International Microcircuits, Inc. (“IMI”).
IMI’s
product portfolio —which is complementary to Cypress’s —includes
programmable clocks, clock distribution products, electromagnetic interference (EMI)
suppression devices, and application-specific products. IMI’s EMI-suppression
products complement Cypress’s current Peak Reducing EMI Solutions (PREMIS™)
portfolio. IMI also has a Zero Delay Buffer (“ZDB”) family with different features than
Cypress ZDBs.
IMI
has been particularly successful in clocks for applications in communications, cable and
DSL modem, office automation, digital cameras, DVDs and video games.
“The
Cypress-IMI combination will quickly create a broad range of clocking solutions targeted
at the communications industry,”said Cypress President and CEO T.J. Rodgers. “Our
customers can look forward to a broader product portfolio and, with the addition of IMI’s
50 engineers, more robust design capabilities and manufacturing via Cypress’s
high-volume, high-quality processes and facilities.”
“IMI’s
innovative line of ZDB products feature industry-leading jitter and skew characteristics,
particularly important in communications and other digital systems with ever-tightening
timing budgets,” Rodgers said. “Paired with Cypress RoboClock® and ZDB
products, the combined IMI-Cypress portfolio enables us to offer a selection of clock
distribution products that is second to none and to eliminate a major area of uncertainty
in the design of high-performance timing solutions by our OEM customers.”
About
Cypress
Cypress
Semiconductor is “Driving the Communications Revolution” by providing
high-performance integrated circuit solutions to fast-growing markets, including data
communications, telecommunications, computation, consumer products, and industrial
control. With a focus on emerging communications applications, Cypress’s product
portfolios include: networking-optimized and micropower static RAMs; high-bandwidth
multiport and FIFO memories; high-density programmable logic devices; timing technology
for PCs and other digital systems; and controllers for Universal Serial Bus (“USB”).
Safe
Harbor Provision
This
news release contains forward-looking statements that involve risks and uncertainties.
These forward looking statements relate to the completion of the acquisition, the
expected impact of the acquisition on Cypress’s operating results, future market
demand and acceptance of Cypress’s and IMI’s products and development of new
business and products of the combined company. Cypress’s actual results may vary
materially from the results discussed in the forward-looking statements.
Factors
that may cause such differences include those risks surrounding the closing of the
acquisition, timely development, production and continued and increased market acceptance
of the combined companies’ products, Cypress’s ability to successfully combine
the operation of the two companies, the ability of the combined company to compete in the
highly competitive and rapidly changing marketplace and the other risks detailed from
time to time in Cypress’s periodic reports with the Securities and Exchange
Commission, including but not limited to its report on Form 10-K for the fiscal year
ended January 2, 2000 and its report on Form 10-Q for the fiscal quarter ended October 1,
2000.
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