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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cypress Semiconductor Corporation | NASDAQ:CY | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 23.82 | 23.85 | 23.82 | 0 | 01:00:00 |
Delaware
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|
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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 No.)
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Large accelerated filer
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|
☒
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Accelerated filer
|
|
☐
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Non-accelerated filer
|
|
☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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|
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Emerging Growth Company
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☐
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Title of securities
to be registered
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Amount to be
registered
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Proposed maximum
offering price
per share
|
Proposed maximum
aggregate offering price
|
Amount of
registration fee
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Common Stock issuable under the Employee Stock Purchase Plan
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2,000,000 shares (1)(2)
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$17.1775 (3)
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$34,355,000 (3)
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$4,277.20
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1.
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The amount to be registered is equal to the fiscal year 2018 automatic annual increase in the number of shares available for issuance under the Cypress Semiconductor Corporation Employee Stock Purchase Plan (the “ESPP”), pursuant to the evergreen formula set forth therein, as approved on May 10, 2013 by a vote of the stockholders of Cypress Semiconductor Corporation, a Delaware corporation (“Cypress,” the “Company,” or the “Registrant”).
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2.
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In addition to the number of shares of Cypress common stock, par value $0.01 per share (“Common Stock”), stated above, this registration statement on Form S-8 (this “Registration Statement”) covers options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the ESPP as a result of one or more adjustments under the ESPP to prevent dilution resulting from one or more stock splits, stock dividends, or similar transactions.
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3.
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Estimated in accordance with Securities Act Rule 457(c) 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 the average of the high and low prices per share of Cypress Common Stock as reported on the Nasdaq Global Select Market on June 19, 2018, which is a date within five business days prior to the filing of this Registration Statement.
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(a)
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Cypress’ Annual Report on Form 10-K for its fiscal year ended December 31, 2017 filed with the Commission on February 26, 2018 (Commission File No. 001-10079);
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(b)
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Cypress’ Quarterly Report on Form 10-Q for its fiscal quarter ended April 1, 2018 filed with the Commission on April 30, 2018 (Commission File No. 001-10079);
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(c)
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Cypress’ Current Reports on Form 8-K filed with the Commission on March 15, 2018 and May 15, 2018
(each, Commission File No. 001-10079); and
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(d)
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The description of Cypress’ Common Stock contained in its Registration Statement on Form 8-A filed with the Commission and dated August 30, 1988, as updated by its Registration Statement on Form 8-A filed with the Commission on October 30, 2009 pursuant to Section 12(b) of the Exchange Act (each, Commission File No. 001-10079), and any other amendment or report filed for the purpose of updating such description.
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CYPRESS SEMICONDUCTOR CORPORATION
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By:
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/s/ Thad Trent
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Thad Trent
Executive Vice President, Finance and Administration
and Chief Financial Officer
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Signature
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Title
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Date
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|
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/s/ Hassane El-Khoury
Hassane El-Khoury
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President, Chief Executive Officer, and Director
(Principal Executive Officer)
|
June 20, 2018
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/s/ Thad Trent
Thad Trent
|
Executive Vice President, Finance and Administration and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
June 20, 2018
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/s/ W. Steve Albrecht
W. Steve Albrecht
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Chairman of the Board of Directors
|
June 20, 2018
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/s/ Oh Chul Kwon
Oh Chul Kwon
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Director
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June 20, 2018
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/s/ Catherine P. Lego
Catherine P. Lego
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Director
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June 20, 2018
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/s/ Camillo Martino
Camillo Martino
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Director
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June 20, 2018
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/s/ J. Daniel McCranie
J. Daniel McCranie
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Director
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June 20, 2018
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/s/ Jeffery J. Owens
Jeffery J. Owens
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Director
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June 20, 2018
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/s/ Jeannine Sargent
Jeannine Sargent
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Director
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June 20, 2018
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/s/ Michael S. Wishart
Michael S. Wishart
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Director
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June 20, 2018
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Exhibit
Number
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Exhibit Description
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Incorporated by Reference to
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Filed Herewith
|
||
Form*
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Filing Date
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Exhibit
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|||
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4.1
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10-K
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2016-03-02
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10.18
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|
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4.2
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10-K
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2018-02-26
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10.51
|
|
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4.3
|
|
|
|
X
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4.4
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|
|
|
X
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5.1
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|
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|
X
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23.1
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|
X
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23.2
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|
|
|
X
|
|
24.1
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|
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|
X
|
1 Year Cypress Semiconductor Chart |
1 Month Cypress Semiconductor Chart |
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