0001181431-12-055026.txt : 20121017
0001181431-12-055026.hdr.sgml : 20121017
20121017203720
ACCESSION NUMBER: 0001181431-12-055026
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121015
FILED AS OF DATE: 20121017
DATE AS OF CHANGE: 20121017
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RAMTRON INTERNATIONAL CORP
CENTRAL INDEX KEY: 0000849502
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 840962308
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1850 RAMTRON DR
CITY: COLORADO SPRINGS
STATE: CO
ZIP: 80921
BUSINESS PHONE: 7194817000
MAIL ADDRESS:
STREET 1: 1850 RAMTRON DR
CITY: COLORADO SPRINGS
STATE: CO
ZIP: 80921
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CYPRESS SEMICONDUCTOR CORP /DE/
CENTRAL INDEX KEY: 0000791915
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1228
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-17739
FILM NUMBER: 121149360
BUSINESS ADDRESS:
STREET 1: 198 CHAMPION COURT
CITY: SAN JOSE
STATE: CA
ZIP: 95134
BUSINESS PHONE: 4089432600
MAIL ADDRESS:
STREET 1: 198 CHAMPION COURT
CITY: SAN JOSE
STATE: CA
ZIP: 95134
4
1
rrd358466.xml
FORM 4
X0306
4
2012-10-15
0
0000849502
RAMTRON INTERNATIONAL CORP
RMTR
0000791915
CYPRESS SEMICONDUCTOR CORP /DE/
198 CHAMPION COURT
SAN JOSE
CA
95134-1599
1
0
1
0
Common Stock, par value $0.01 per share
2012-10-15
4
P
0
413716
3.10
A
26018967
I
See Explanation of Responses
Common Stock, par value $0.01 per share
2012-10-16
4
P
0
658179
3.10
A
26677146
I
See Explanation of Responses
Common Stock, par value $0.01 per share
2012-10-17
4
P
0
903377
3.10
A
27580523
I
See Explanation of Responses
Reflects the shares of common stock of Ramtron International Corporation ("Ramtron") acquired during the subsequent offering period of the tender offer effected pursuant to the Agreement and Plan of Merger dated as of September 18, 2012 (the "Merger Agreement"), entered into by and among the Reporting Person, Rain Acquisition Corp. ("Rain") and Ramtron, which commenced on October 10, 2012.
The Reporting Person is filing this Form 4 on behalf of itself and Rain, a Delaware corporation and a wholly owned subsidiary of the Reporting Person, with principal executive offices located at 198 Champion Court, San Jose, California 95134-1599. Of the shares of common stock of Ramtron to which this Form 4 relates, 1,667,584 were previously owned by the Reporting Person and the remainder were acquired by Rain in a tender offer for all outstanding shares of common stock of Ramtron upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 21, 2012, which was annexed to and filed with the Schedule TO filed by the Reporting Person with the Securities and Exchange Commission on June 21, 2012, as amended and supplemented from time to time (the "Offer").
Pursuant to the Merger Agreement, Rain was entitled, after consummation of the Offer, to designate such number of directors of Ramtron, rounded up to the next whole number, as would give Rain representation on the board of directors of Ramtron equal to the product of the total number of Ramtron's directors (after giving effect to any increase in the number of directors pursuant to the Merger Agreement) multiplied by the percentage that the aggregate number of shares of common stock of Ramtron purchased by Rain in the Offer bears to the total number of shares of common stock outstanding. (Continued in Footnote 4)
On October 10, 2012, immediately following the closing of the Offer, all of the directors of Ramtron resigned from the board of directors of Ramtron, other than Theodore J. Coburn, William G. Howard, Jr. and William L. George, and such remaining directors of Ramtron appointed T.J. Rodgers, Brad W. Buss, Dana C. Nazarian, Neil Weiss, Cathal Phelan and Thomas Surrette, each of whom was designated by Rain, to the board of directors of Ramtron.
/s/ Neil Weiss, Senior Vice President, Cypress Semiconductor Corporation
2012-10-17