8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 29, 2015

Integrated Silicon Solution, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-23084	77-0199971
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1623 Buckeye Drive

Milpitas, CA 95035

(Address of principal executive offices, including zip code)

(408) 969-6600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On May 29, 2015, Integrated Silicon Solution, Inc. (the “Company”), Uphill Investment Co. (“Parent”) and Indigo Acquisition Sub, a wholly owned subsidiary of Parent (“Merger Sub”), entered into an amendment (“Amendment No. 2”) to that certain Agreement and Plan of Merger, dated as of March 12, 2015, as previously amended on April 28, 2015 (such prior amendment, “Amendment No. 1”), between the Company and Parent and joined by Merger Sub pursuant to a Joinder Agreement (as so amended, the “Merger Agreement”).

Amendment No. 2 provides that the per share merger consideration to be paid to the Company’s stockholders shall be increased from $19.25 to $20.00. Parent has also, contemporaneously with the execution of Amendment No. 2, delivered to the Company an amended bank commitment letter which, together with the equity commitment letters, commit sufficient funds to Parent to enable Parent to consummate the transactions contemplated by the Merger Agreement, as modified by Amendment No. 2. In addition, the Company has scheduled the Company Stockholder Meeting to occur on June 12, 2015.

Other than as expressly modified pursuant to Amendment No. 2, the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by the Company on March 12, 2015, as amended by Amendment No. 1, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by the Company on April 28, 2015, remains in full force and effect as so amended. The foregoing summary of Amendment No. 2 does not purport to be complete and is subject to and qualified in its entirety by, the full text of Amendment No. 2, which is attached to this report as Exhibit 2.1 and is incorporated herein by reference.

Item 8.01. Other Events

On May 29, 2015, the Company issued a press release announcing that it had entered into Amendment No. 2 and related matters. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
2.1	Amendment No. 2 to Agreement and Plan of Merger, dated as of May 29, 2015, by and among Uphill Investment Co., Indigo Acquisition Sub and Integrated Silicon Solution, Inc.
99.1	Press Release of Integrated Silicon Solution, Inc., dated May 29, 2015

SIGNATURES

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.

	Integrated Silicon Solution, Inc.
By:	/s/ John M. Cobb
	Name: John M. Cobb Title: Chief Financial Officer

Date: May 29, 2015

EXHIBIT INDEX

Exhibit No.	Description
2.1	Amendment No. 2 to Agreement and Plan of Merger, dated as of May 29, 2015, by and among Uphill Investment Co., Indigo Acquisition Sub and Integrated Silicon Solution, Inc.
99.1	Press Release of Integrated Silicon Solution, Inc., dated May 29, 2015

EX-2.1

Exhibit 2.1

EXECUTION VERSION

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

This Amendment No. 2 to the Agreement and Plan of Merger (this “Amendment”), dated as of May 29, 2015, is made by and among Uphill Investment Co., a PRC limited liability company (“Parent”), Indigo Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and Integrated Silicon Solution, Inc., a Delaware corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, Parent and the Company have entered into, and Acquisition Sub has signed a Joinder Agreement joining itself to, that certain Agreement and Plan of Merger, dated as of March 12, 2015, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of April 28, 2015 (as amended by Amendment No. 1, the “Agreement”);

WHEREAS, the Company, Acquisition Sub and Parent desire to further amend the Agreement to address certain matters that have arisen since the date of execution of the Agreement and to make the other changes set forth herein, all as more fully set forth herein;

WHEREAS, contemporaneous with the execution of this Amendment, the Lender has executed an amendment to the Bank Letter that provides that the Lender will fund the amounts required in order to enable Parent to consummate the transactions contemplated by the Agreement, as modified by this Amendment (the “Amended Bank Letter”); and

WHEREAS, Section 9.13 of the Agreement authorizes the amendment of the Agreement by a written instrument signed by or on behalf of each of Parent, Acquisition Sub and the Company.

NOW, THEREFORE, in consideration of and premised upon the representations, warranties, covenants and other agreements of the parties contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. Except to the extent it is specifically indicated to the contrary in this Amendment, all capitalized terms used herein which are defined in the Agreement and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

2. Amendment to Merger Consideration. The Agreement is hereby amended such that the “Merger Consideration” is defined to be equal to $20.00 per share and the second “WHEREAS” clause in the Agreement is hereby amended by replacing “$19.25” with “$20.00”.

3. Company Stockholder Meeting. Contemporaneously with the execution of this Amendment, the Company is rescheduling the Company Stockholder Meeting to be held on June 12, 2015. Subject to the terms of the Agreement, the Company shall (i) hold the Company Stockholder Meeting on such date and (ii) solicit from the Company Stockholders proxies in favor of the approval of the Merger in accordance with Delaware Law, submit the Merger for approval of the Company Stockholders at such Company Stockholder Meeting and, unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change pursuant Section 6.5(c) of the Agreement, use its reasonable best efforts to secure the Requisite Stockholder Approval on such date at such Company Stockholder Meeting.

4. Superior Proposal. The Company represents and warrants to Parent and Acquisition Sub that the Company Board has determined that the current proposal of Cypress Semiconductor Corporation (“Cypress”) to acquire all of the Company’s common stock at a price of $19.75 per share no longer constitutes nor is reasonably expected to lead to a Superior Proposal. Accordingly, the Company shall immediately take with respect to Cypress and such proposal the actions contemplated by Section 5.2(a) of the Agreement.

5. Financing. For the avoidance of doubt, all references in the Agreement to the Bank Letter shall be deemed references to the Amended Bank Letter, all references to the Commitment Letters shall be deemed to include the Amended Bank Letter and all references to the Debt Financing and the Financing shall be deemed to include the funding of the amounts contemplated by the Amended Bank Letter.

6. Press Release. As promptly as practicable after (and in any event no later than the first Business Day after the date of) the execution of this Amendment, the Company shall disseminate a press release announcing, among other things, the execution and delivery of this Amendment in substantially the form attached hereto as Schedule A.

7. No Other Amendments. Except to the extent expressly amended by this Amendment, all terms of the Agreement shall remain in full force and effect without amendment, change or modification.

8. Governing Law. This Amendment shall be governed by and construed in accordance with the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereof.

9. Dispute Resolution.

(a) Any dispute, controversy or claim arising out of or relating to this Amendment or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Amendment) (each, a “Dispute”) shall be finally settled by arbitration. The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “Centre”) in accordance with the Centre’s Administered Arbitration Rules in force when the notice of arbitration is submitted (the “Arbitration Rules”). The arbitration shall be decided by a tribunal of three (3) arbitrators. Each of Parent and the Company shall be entitled to nominate

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one (1) arbitrator. The third arbitrator, who shall act as the chairman of the tribunal, shall be chosen by the two arbitrators nominated by the parties, respectively. Arbitration proceedings (including but not limited to any arbitral award rendered) shall be in English.

(b) Subject to the agreement of the tribunal, any Dispute(s) which arise subsequent to the commencement of arbitration of any existing Dispute(s) shall be resolved by the tribunal already appointed to hear the existing Dispute(s). The award of the arbitration tribunal shall be final and conclusive and binding upon the parties as from the date rendered. Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets. For the purpose of enforcing this agreement to arbitrate, the parties irrevocably and unconditionally submit to the jurisdiction of the courts of Hong Kong and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. For the purpose of enforcement of an award, the parties hereto irrevocably and unconditionally waive any defense of inconvenient forum in any court of competent jurisdiction. For the avoidance of doubt, the arbitration tribunal shall be entitled to impose any remedy available under this Amendment at law or equity, including without limitation those remedies contemplated by Section 9.8 of the Agreement.

10. Assignment. No party may assign either this Amendment or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties, except that each of Parent and Acquisition Sub may assign, in Parent’s sole discretion, any of or all Parent’s and/or Acquisition Sub’s rights, interests and obligations under this Amendment to any wholly owned Subsidiary of Parent or Acquisition Sub, provided that no such assignment shall relieve Parent or Acquisition Sub of any of their obligations hereunder. Subject to the preceding sentence, this Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

11. Amendment. Subject to applicable Law and subject to the other provisions of this Amendment, this Amendment may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of each of Parent, Acquisition Sub and the Company; provided, however, that in the event that the Agreement has been adopted by the Company Stockholders in accordance with Delaware Law, no amendment shall be made to this Amendment that requires the approval of such Company Stockholders under Delaware Law without such approval.

12. Extension; Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable and (b) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party or parties, as applicable. Any delay in exercising any right under this Amendment shall not constitute a waiver of such right.

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13. Severability. In the event that any provision of this Amendment, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Amendment will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Amendment with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

14. Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

15. Waiver of Jury Trial. EACH OF PARENT, ACQUISITION SUB AND THE COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF PARENT, ACQUISITION SUB OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

[Signature page follows.]

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first above written.

THE COMPANY:
INTEGRATED SILICON SOLUTION, INC.
By:	/s/ Scott Howarth
	Name:	Scott Howarth
	Title:	Chief Executive Officer
PARENT:
UPHILL INVESTMENT CO.
By:	/s/ Xu Wei
	Name:	Xu Wei
	Title:	Executive Director
ACQUISITION SUB:
INDIGO ACQUISITION SUB
By:	/s/ Xu Wei
	Name:	Xu Wei
	Title:	President

Schedule A

Form of Press Release

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ISSI and Uphill Agree on Increased Price for Acquisition of ISSI

ISSI Sets New Date for Special Meeting of Stockholders

MILPITAS, California – May 29, 2015 – Integrated Silicon Solution, Inc. (ISSI), a global fabless semiconductor company, today announced that it has entered into an amendment to its previously announced merger agreement with Uphill Investment Co (“Uphill”).

Under the terms of the amendment, the merger consideration was increased to $20.00 per share in cash, from the $19.25 per share in cash pursuant to the Agreement of Merger dated as of March 12, 2015 (the “Uphill Agreement”). ISSI also announced that its special meeting of stockholders to consider approval of the Uphill acquisition and related matters will be held on June 12, 2015 at 2:00 p.m. local time, at the offices of Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304. ISSI stockholders of record as of the close of business on April 20, 2015 are entitled to notice of, and to vote at, the special meeting.

The ISSI Board of Directors has approved the amendment to the Uphill Agreement and continues to recommend that ISSI’s stockholders vote FOR the adoption of the Uphill Agreement, as amended. “ISSI is pleased with this amendment which provides for increased value to ISSI’s stockholders. ISSI and Uphill remain committed to completing this transaction as soon as possible,” commented Scott Howarth, ISSI’s President and Chief Executive Officer.

ISSI and Uphill amended the Uphill Agreement after ISSI received a previously announced non-binding offer by Cypress Semiconductor to acquire all of ISSI’s common stock for a cash purchase price of $19.75 per share. After considering that the non-binding offer from Cypress had a lower price than the $20.00 per share provided by the amended Uphill Agreement, the ISSI Board has determined that the non-binding proposal from Cypress no longer constitutes, and would not be reasonably expected to lead to a Superior Proposal (as defined in the Uphill Agreement).

About ISSI

ISSI is a fabless semiconductor company that designs and markets high performance integrated circuits for the following key markets: (i) automotive, (ii) communications, (iii) industrial, and (iv) digital consumer. ISSI’s primary products are high speed and low power SRAM and low, and medium and high density DRAM. ISSI also designs and markets NOR flash products and

high performance analog and mixed signal integrated circuits. ISSI is headquartered in Silicon Valley with worldwide offices in Taiwan, Japan, Singapore, China, Europe, Hong Kong, India, and Korea. Visit ISSI’s web site at www.issi.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements concerning completing the transaction and the non-binding proposal from Cypress are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include obtaining stockholder approval of the transaction, the ability to complete the restructuring of ISSI’s operations in Taiwan, the satisfaction of the other closing conditions in the Uphill Agreement (including regulatory approvals), the outcome of any existing or future litigation involving the acquisition transaction or other risks listed from time to time in ISSI’s filings with the SEC, including ISSI’s Form 10-K for the year ended September 30, 2014 and Form 10-Q for the quarter ended March 31, 2015. ISSI assumes no obligation to update or revise the forward-looking statements in this press release because of new information, future events, or otherwise.

Additional Information and Where to Find It

In connection with the Uphill Agreement and the merger contemplated thereunder, ISSI filed with the SEC a Schedule 14A containing a Proxy Statement and other relevant materials. The Proxy Statement was mailed on or about April 30, 2015 to ISSI’s stockholders of record as of April 20, 2015.

Stockholders may obtain, free of charge, copies of the definitive proxy statement and any other documents filed by ISSI with the SEC in connection with the Special Meeting at the SEC’s website (http://www.sec.gov), at ISSI’s website (http://www.issi.com) or by writing to Investor Relations, Integrated Silicon Solution, Inc., 1623 Buckeye Drive, Milpitas, CA 95035.

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Contact:

John M. Cobb

Chief Financial Officer

Investor Relations

(408) 969-6600

ir@issi.com

Shelton Group

Leanne Sievers, EVP

P: 949-224-3874

E: lsievers@sheltongroup.com

Matt Kreps, Managing Director

P: 214-272-0073

E: mkreps@sheltongroup.com