Cypress Semiconductor Corporation (Exact Name of Registrant As Specified in Its Charter)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 1-10079 Cypress Semiconductor Corporation (Exact name of registrant as specified in its charter) Delaware 94-2885898 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 198 Champion Court, San Jose, California 95134 (Address of principal executive offices and zip code) Registrant’s telephone number, including area code: (408) 943-2600 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, $.01 par value CY The Nasdaq Global Select Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “larger accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No The market value of voting and non-voting common stock held by non-affiliates of the registrant, based upon the closing sale price of the common stock on June 30, 2019 as reported on the Nasdaq Global Select Market, was approximately $6.0 billion. Shares of common stock held by each executive officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded from the foregoing calculation in that such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of the registrant’s common stock outstanding on April 15, 2020 is 375,074,151. DOCUMENTS INCORPORATED BY REFERENCE The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K: None. EXPLANATORY NOTE This Amendment No. 1 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 29, 2019 originally filed on February 21, 2020 (the “Original Filing” of our 2019 Form 10-K and, together with this Amendment, our “Annual Report”) by Cypress Semiconductor Corporation, a Delaware corporation (together with its consolidated subsidiaries, “Cypress,” the “Company,” “we,” or “us”). We are filing this Amendment to present the information required by Part III of Form 10-K as we will not file our definitive annual meeting proxy statement within 120 days of the end of our fiscal year ended December 29, 2019. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. As previously disclosed, 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”), with Cypress continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Infineon. As of the filing of this Amendment, the Merger is expected to close (the “Closing”) on or about April 16, 2020, pursuant to the terms of the Merger Agreement. INDEX Page Cautionary Note Regarding Forward-Looking Statements 3 PART III Item 10 Directors, Executive Officers and Corporate Governance 4 Item 11 Executive Compensation 9 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 53 Item 13 Certain Relationships and Related Transactions and Director Independence 57 Item 14 Principal Accountant Fees and Services 59 PART IV Item 15 Exhibits 60 Appendix Non-GAAP Financial Measures 61 Signature 63 Cypress, the Cypress logo, Spansion, PSoC, Traveo, and Semper are registered trademarks of Cypress Semiconductor Corporation or its subsidiaries. Excelon is a trademark of Cypress Semiconductor Corporation. All other trademarks are property of their respective owners. In Cypress’s filings with the U.S. Securities and Exchange Commission (“SEC”), information is sometimes “incorporated by reference.” This means that we refer you to information previously filed with the SEC that should be considered as part of the particular filing. As provided under SEC regulations, the Compensation Committee Report contained in this Amendment specifically is not incorporated by reference into any other filings with the SEC and shall not be deemed to be “filed” with the SEC. 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Amendment contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not historical facts and include statements relating to, among other things, our future results, operations, strategies, and prospects, and can in some cases be identified by our use of words such as “may,” “will,” “should,” “plan,” “anticipate,” “believe,” “expect,” “future,” “intend,” “estimate,” “predict,” “potential,” “continue,” and similar expressions. This Amendment includes, among others, forward-looking statements regarding the pending Merger (as defined below). Our forward-looking statements are based on the expectations, beliefs and intentions of, and the information available to, our executive management on the filing date of this Amendment. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by law, we assume no responsibility to update our forward-looking statements. The forward-looking statements in this Amendment involve risks and uncertainties. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; any inability to complete the Merger due to 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 Merger; risks regarding Infineon’s efforts to obtain the necessary financing to complete the Merger; risks related to disruption of management’s attention from our ongoing business operations due to the Merger; the effect of the announcement of the Merger on our relationships with our customers, 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 completed in a timely manner; the impact of the Merger on our ability to retain key employees; the outcome of any legal proceedings related to the Merger; the risk of exceeding the expected costs of the Merger; the effect of business disruptions caused by the ongoing COVID-19 pandemic and other risks of business interruptions caused by natural disasters; adverse changes in U.S. and non-U.S. governmental laws and regulations; potential disruptions in the international trade and investment environment, including deteriorating relationships between the U.S. government and foreign governments; the current and future state of the general economy and its impact on the markets and customers we serve