-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QCGi+//uc0hPeG/0yPNMTlT3W1WBhuWitleJxdeJbZpRbZr3TfTN68fcPmF0qFFs biyhYI49U/A+1wfa7rOXww== 0000791915-98-000012.txt : 19980610 0000791915-98-000012.hdr.sgml : 19980610 ACCESSION NUMBER: 0000791915-98-000012 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980609 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYPRESS SEMICONDUCTOR CORP /DE/ CENTRAL INDEX KEY: 0000791915 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942885898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-42829 FILM NUMBER: 98644427 BUSINESS ADDRESS: STREET 1: 3901 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95118 BUSINESS PHONE: 4089432975 MAIL ADDRESS: STREET 1: 3901 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95118 424B3 1 PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(3) OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED. PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) To Prospectus Dated March 17, 1998 Registration No. 333-42829 $175,000,000 CYPRESS SEMICONDUCTOR CORPORATION 6% CONVERTIBLE SUBORDINATED NOTES DUE 2002 AND SHARES OF COMMON STOCK This Prospectus Supplement relates to the resale by the holders (the "Selling Securityholders") of 6% Convertible Subordinated Notes due 2002 (the "Notes") of Cypress Semiconductor Corporation (the "Company") and the shares of Common Stock, par value of $.01 per share (the "Common Stock"), of the Company issuable upon the conversion thereof (the "Conversion Shares"). This Prospectus Supplement should be read in conjunction with the Prospectus dated March 17, 1998, and the Prospectus Supplements thereto, which are to be delivered with this Prospectus Supplement. All capitalized terms used but not defined in the Prospectus Supplement shall have the meanings given them in the Prospectus. The table below sets forth information as of the date hereof concerning beneficial ownership of the Notes of the Selling Securityholders therein listed. All information concerning beneficial ownership has been furnished by the Selling Securityholders. Principal Number of Amount of Percentage Convertible Percentage of Notes That of Notes Shares That May Common Stock Name May be Sold Outstanding Be Sold (1) Outstanding (2) - ------------------- ----------- ----------- --------------- --------------- Forum Capital $ 166,000 * 7,026 * Markets LP Forum Capital $ 20,000 * 847 * Markets LP American Society of $ 30,000 * 1,270 * Mechanical Engineering Diocese of $ 70,000 * 2,963 * Springfield, Massachusetts Health Sciences $ 25,000 * 1,058 * Foundation United Food and $ 400,000 * 16,931 * Commercial Workers 2 Principal Number of Amount of Percentage Convertible Percentage of Notes That of Notes Shares That May Common Stock Name May be Sold Outstanding Be Sold (1) Outstanding (2) - ------------------- ----------- ----------- --------------- --------------- City of Worcester, $ 50,000 * 2,116 * Massachusetts Detroit Medical $ 100,000 * 4,233 * Center - Acct 1 Detroit Medical $ 150,000 * 6,349 * Center - Acct 2 State of Rhode $ 1,000,000 * 42,328 * Island Retirement System Metropolitan Life $ 150,000 * 6,349 * Insurance Company, Loomis Sayles High Yield Series Arkansas Public $ 300,000 * 12,698 * Employees Retirement System F.R. Bigelow $ 9,000 * 381 * Foundation Community Investment $ 7,000 * 296 * Group Bell Atlantic Master $ 1,475,000 * 62,434 * Trust Metropolitan Life $ 100,000 * 4,233 * Insurance Company Acct 242 Rohm & Haas Company $ 34,000 * 1,439 * Minneapolis Teachers $ 250,000 * 10,582 * Retirement Plan General Motors $ 500,000 * 21,164 * Company, Acct 1 General Motors $ 300,000 * 12,698 * Company, Acct 2 3 Principal Number of Amount of Percentage Convertible Percentage of Notes That of Notes Shares That May Common Stock Name May be Sold Outstanding Be Sold (1) Outstanding (2) - ------------------- ----------- ----------- --------------- --------------- County of Milwaukee, $ 750,000 * 31,746 * Wisconsin Baltimore Gas & $ 500,000 * 21,164 * Electric Detroit Edison $ 750,000 * 31,746 * Employees Retire- ment Plan Partners Healthcare $ 100,000 * 4,233 * PHS Pension $ 250,000 * 10,582 * Houston Municipal $ 250,000 * 10,582 * Employees retire- ment Plan United Mine Workers $ 500,000 * 21,164 * Raytheon Master $ 300,000 * 12,698 * Trust World Bank "B" $ 750,000 * 31,746 * American Stores $ 400,000 * 16,931 * _______________ * Less than 1% (1) Assumes conversion of the full amount of Notes held by such holder at the initial conversion price of $23.625 per share; such conversion price is subject to adjustment as described under "Description of Notes - Conversion." Accordingly, the number of shares of Common Stock issuable upon conversion of the Notes may increase or decrease from time to time. Under the terms of the Indenture, fractional shares will not be issued upon conversion of the Notes; cash will be paid in lieu of fractional shares, if any. (2) Computed in accordance with Rule 13d-3(d)(i) promulgated under the Exchange Act and based upon 90,919,164 shares of Common Stock outstanding as of March 30, 1998, treating as outstanding the number of Conversion Shares shown as being issuable upon the assumed conversion by the named holder of the full amount of such holder's Notes but not assuming the conversion of the Notes of any other holder. 4 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE SECURITIES OFFERED HEREBY, SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus Supplement is June 9, 1998. -----END PRIVACY-ENHANCED MESSAGE-----