Current Report Filing (8-k)
April 07 2020 - 6:46AM
Edgar (US Regulatory)
0000791915
false
0000791915
2020-04-06
2020-04-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 the earliest event
reported): April 7, 2020 (April 7, 2020)
Cypress Semiconductor Corporation
(Exact name of registrant as specified in
its charter)
Delaware
|
|
1-10079
|
|
94-2885898
|
(State of Incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification Number)
|
198 Champion Court
San Jose, California 95134
(Address of principal executive offices
and zip code)
(408) 943-2600
(Registrant’s telephone number, including
area code)
Not Applicable
(Former Name or Former Address, if changed
since last report)
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))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class:
|
|
Trading symbol:
|
|
Name of each exchange on which registered:
|
Common Stock, $0.01 par value
|
|
CY
|
|
The Nasdaq Global Select Market
|
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Item 8.01 Other Events
As previously disclosed, Cypress Semiconductor
Corporation, a Delaware corporation (“Cypress”) entered into an Agreement and Plan of Merger, dated as of June
3, 2019 (as amended or modified from time to time, the “Merger Agreement”), by and among Cypress, Infineon Technologies
AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (“Infineon”),
and IFX Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Infineon (“Merger Sub”) providing
for the merger of Merger Sub with and into Cypress on the terms and subject to the conditions set forth in the Merger Agreement
(the “Merger”).
On April 7, 2020, Cypress announced
that Infineon has obtained antitrust clearance from the People’s Republic of China’s State Administration for
Market Regulation (“SAMR”) for the Merger.
The Merger is currently expected to close
on or about April 16, 2020, pursuant to the terms of the Merger Agreement. A copy of the press release regarding these matters is
filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with respect to the Merger, the
benefits of the proposed transaction and the anticipated timing of the proposed transaction. Forward-looking statements can be
generally identified by the use of words such as “anticipate,” “believe,” “plan,” “project,”
“estimate,” “forecast,” “expect,” “should,” “intend,” “may,”
“could,” “will,” “would,” “outlook,” “future,” “trend,”
“goal,” “target,” and similar expressions or expressions of the negative of these terms. These statements
reflect only Cypress’s current expectations and are not guarantees of future performance or results. Forward-looking information
involves risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied
in, or reasonably inferred from, such statements. Specific factors that could cause actual results to differ from results contemplated
by forward-looking statements include, among others, the occurrence of any event, development, condition, state of facts, change,
effect or other circumstances that could give rise to the termination of the Merger Agreement or the failure to satisfy conditions
to completion of the Merger, including that a governmental authority may prohibit, delay or refuse to grant approval for the consummation
of the transaction; risks regarding the failure of Infineon to obtain the necessary financing to complete the Merger; risks related
to disruption of management’s attention from Cypress’s ongoing business operations due to the transaction; the effect
of the announcement of the Merger on Cypress’s relationships, operating results and business generally; the risk that certain
approvals or consents will not be received in a timely manner or that the Merger will not be consummated in a timely manner; the
risk of exceeding the expected costs of the Merger; adverse changes in U.S. and non-U.S. governmental laws and regulations; adverse
developments in Cypress’s relationships with its employees; capital market conditions, including availability of funding
sources for us; changes in our credit ratings; risks related to our indebtedness, including our ability to meet certain financial
covenants in our debt instruments; the risk of litigation, including stockholder litigation in connection with the proposed transaction,
and the impact of any adverse legal judgments, fines, penalties, injunctions or settlements; and volatility in the market price
of our stock.
Therefore, caution should be taken not to place undue reliance
on any such forward-looking statements. We assume no obligation (and specifically disclaim any such obligation) to publicly update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by law. For additional discussion of potential risks and uncertainties that could impact our results of operations or financial
position, refer to Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 29, 2019
and any subsequent filings with the U.S. Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Cypress Semiconductor Corporation
|
|
|
|
Date: April 7, 2020
|
By:
|
/s/ Thad Trent
|
|
Name:
|
Thad Trent
|
|
Title:
|
Executive Vice President, Finance and Administration and Chief Financial Officer
|
Cypress Semiconductor (NASDAQ:CY)
Historical Stock Chart
From Aug 2024 to Sep 2024
Cypress Semiconductor (NASDAQ:CY)
Historical Stock Chart
From Sep 2023 to Sep 2024