0001209191-15-026747.txt : 20150316 0001209191-15-026747.hdr.sgml : 20150316 20150316214339 ACCESSION NUMBER: 0001209191-15-026747 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150312 FILED AS OF DATE: 20150316 DATE AS OF CHANGE: 20150316 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Spansion Inc. CENTRAL INDEX KEY: 0001322705 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 203898239 FISCAL YEAR END: 1227 BUSINESS ADDRESS: STREET 1: 915 DEGUIGNE DRIVE STREET 2: P.O. BOX 3453 CITY: SUNNYVALE STATE: CA ZIP: 94088 BUSINESS PHONE: (408) 962-2500 MAIL ADDRESS: STREET 1: 915 DEGUIGNE DRIVE STREET 2: P.O. BOX 3453 CITY: SUNNYVALE STATE: CA ZIP: 94088 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Geyer Hans CENTRAL INDEX KEY: 0001399882 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34747 FILM NUMBER: 15704736 MAIL ADDRESS: STREET 1: 9648 WEXFORD CIRCLE CITY: GRANITE BAY STATE: CA ZIP: 95746 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-03-12 1 0001322705 Spansion Inc. CODE 0001399882 Geyer Hans C/O SPANSION INC., 915 DEGUIGNE DRIVE SUNNYVALE CA 94085-3836 1 0 0 0 Common Stock 2015-03-12 4 D 0 40065 D 0 D Stock Option (Right to Buy) 10.51 2015-03-12 4 D 0 25000 D 2017-05-09 Common Stock 25000 0 D Stock Option (Right to Buy) 18.23 2015-03-12 4 D 0 20000 D 2018-03-31 Common Stock 20000 0 D Stock Option (Right to Buy) 12.40 2015-03-12 4 D 0 20000 D 2019-04-01 Common Stock 20000 0 D Stock Option (Right to Buy) 12.14 2015-03-12 4 D 0 9000 D 2020-03-31 Common Stock 9000 0 D Restricted Stock Units 2015-03-12 4 D 0 625 0.00 D Common Stock 625 0 D Restricted Stock Units 2015-03-12 4 D 0 5417 0.00 D Common Stock 5417 0 D Restricted Stock Units 2015-03-12 4 D 0 9324 0.00 D Common Stock 9324 0 D Disposed of pursuant to the Agreement and Plan of Merger and Reorganization dated as of December 1, 2014 (the "Merger Agreement" and, the transactions contemplated therein, the "Merger"), by and among Cypress Semiconductor Corporation ("Cypress"), Mustang Acquisition Corporation (a wholly owned subsidiary of Cypress) and Issuer, whereby each share of Issuer common stock was canceled and automatically converted into 2.457 shares of Cypress common stock (the "Exchange Ratio"), with fractional shares being paid in cash as provided in the Merger Agreement. The market value of Cypress common stock received pursuant to the Merger Agreement is $15.68 per share, based on the trading price of Cypress common stock on March 12, 2015. This option was assumed by Cypress in the Merger, on the same terms and conditions regarding vesting and exercisability as were applicable to this option, and automatically converted into an option to purchase that number of shares of Cypress common stock equal to the number of shares subject to this option multiplied by the Exchange Ratio, rounded down to the nearest whole share (the "Assumed Option"). The exercise price of the Assumed Option will be the quotient of the exercise price of this option and the Exchange Ratio, rounded up to the nearest whole cent. Under the terms of this option, the Merger constituted a change in control; thus, the vesting of this option was accelerated in full. This restricted stock unit award (the "RSU") represents a contingent right to receive Issuer common stock on a one-for-one basis. The RSU was assumed by Cypress in the Merger, on the same terms and conditions regarding vesting and exercisability as were applicable to this RSU, and automatically converted into an award to receive that number of shares of Cypress common stock equal to the number of shares subject to this RSU multiplied by the Exchange Ratio, rounded down to the nearest whole share (the "Assumed RSU"). The purchase price of the Assumed RSU, if other than Issuer par value, will be the quotient of the purchase price of this RSU and the Exchange Ratio, rounded up to the nearest whole cent. Under the terms of this RSU, the Merger constituted a change in control; thus, the vesting of this RSU was accelerated in full. /s/ Roberto Hernandez, as attorney-in-fact 2015-03-16 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                  SPANSION INC.
                                POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Randy W. Furr, Katy Motiey and Roberto Hernandez, signing
singly, the undersigned's true and lawful attorney-in-fact, to:

1.      Execute and deliver for and on behalf of the undersigned, the Form ID
(Uniform Application for Access Codes to File on EDGAR) and any amendments or
renewals thereto;

2.      Execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Cypress Semiconductor Corporation (the
Company), any reports or forms, including but not limited to Forms 3, 4, and 5,
in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;

3.      Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such reports or
forms, complete and execute any amendment or amendments thereto, and timely file
such reports or forms with the United States Securities and Exchange Commission
and any stock exchange or similar authority;

4.      Seek or obtain, as my representative and on my behalf, information
concerning transactions in or with respect to the Company's securities from any
third party, including brokers, employee benefit plan administrators and
trustees, knowing that I hereby authorize any such person to release any such
information to the attorney-in fact and approve any such release of information;
and

5.      Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any such reports or forms with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 1st day of December, 2014.

/s/ Hans Geyer
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       Hans Geyer