8-K

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 Earliest Event Reported):April 26, 2016

CYPRESS SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-10079	94-2885898
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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)

(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))

Item 1.01.Entry into a Material Definitive Agreement.

Broadcom Asset Purchase Agreement

On April 28, 2016, Cypress Semiconductor Corporation (“Cypress”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Broadcom Corporation (“Broadcom”), pursuant to which Cypress has agreed to acquire certain assets primarily related to Broadcom’s internet of things business (the “IoT Business”) for a purchase price of $550 million in cash payable at the closing of the transaction (the “Closing”).  Pursuant to the Purchase Agreement, Broadcom will retain, and will be obligated to indemnify Cypress for, certain liabilities relating to the IoT Business for pre-closing actions, events and periods, and Cypress will assume, and has agreed to indemnify Broadcom for, liabilities relating to the IoT Business for post-closing actions, events and periods.

The Purchase Agreement includes customary representations, warranties and covenants.  Certain covenants require each of the parties to use reasonable commercial efforts to cause the Closing to be consummated, including with regard to receiving any requisite regulatory approvals.  Subject to certain limitations and exceptions, each party has also agreed to indemnify the other for breaches of representations and warranties and certain other matters to a maximum amount of $55,000,000.

The consummation of the Closing is not subject to a financing condition, but is subject to customary conditions to closing, including the receipt of applicable regulatory approvals.  Either party may terminate the Purchase Agreement, subject to certain exceptions, (i) if the Closing has not occurred by the date that is four (4) months from the date of the Purchase Agreement (the “Termination Date”), (ii) if conditions to the Closing applicable to a party are incapable of being fulfilled by such party by the Termination Date, or (iii) if a legal restraint prevents the consummation of the Closing.

The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to Cypress’s Quarterly Report on Form 10-Q for the quarter ending April 3, 2016.

Commitment Letter

In connection with the Purchase Agreement, Cypress entered into a debt commitment letter (the “Commitment Letter”), dated as of April 28, 2016, with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A. (“Bank of America”), pursuant to which, among other things, Bank of America has committed to provide Cypress with debt financing in an aggregate principal amount of up to $700,000,000 to finance the acquisition of the IoT Business.  Bank of America’s obligations under the Commitment Letter are subject to certain conditions, including the consummation of the purchase of the IoT Business in accordance with the terms and conditions of the Purchase Agreement and other customary closing conditions.

The above description of the Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Commitment Letter, a copy of which will be filed as an exhibit to Cypress’s Quarterly Report on Form 10-Q for the quarter ending April 3, 2016.

Amendments to Credit Agreement

Cypress entered into Amendment No. 2 to Amended and Restated Credit Agreement, dated as of March 23, 2016, made by and among (i) Cypress Semiconductor Corporation, (ii) Cypress Semiconductor (Minnesota) Inc., Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International AM, Inc., and Spansion International Trading, Inc., (iii) the lenders party thereto, and (iv) Morgan Stanley Senior Funding, Inc. (the “Second Amendment”), which amends the Amended and Restated Credit Agreement, dated as of March 12, 2015, entered into by and among the Company, the guarantors from time to time party thereto, the lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc., as Administrative Agent and as Collateral Agent, and the other agents party thereto (as amended, modified or supplemented, the “Credit Agreement”).  In addition, the Company entered into Amendment No. 3 to Amended and Restated Credit Agreement, dated as of March 23, 2016,

made by and among (i) Cypress Semiconductor Corporation, (ii) Cypress Semiconductor (Minnesota) Inc., Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International AM, Inc., and Spansion International Trading, Inc., (iii) the lenders party thereto, and (iv) Morgan Stanley Senior Funding, Inc. (together with the Second Amendment, the “Amendments”), which also amends the Credit Agreement.

Each Amendment became effective on April 28, 2016 when the Company satisfied all of the conditions to effectiveness. The Amendments amend, among other things, (i) the incremental facilities provisions of the Credit Agreement to allow for certain term loans and to allow for unlimited incremental facilities if the Company is in pro forma compliance with a specified secured leverage ratio, (ii) the total leverage ratio covenant to permit higher total leverage ratios during certain periods, and (iii) the restricted payments covenant and investments covenant to provide additional restrictions for the use of certain baskets contained in such covenants.

The above description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments, copies of which will be filed as an exhibit to Cypress’s Quarterly Report on Form 10-Q for the quarter ending April 3, 2016.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Departure of Certain Officers

On April 26, 2016, Mr. T.J. Rodgers, our President and Chief Executive Officer, notified our Board of Directors of his decision to resign as President and Chief Executive Officer, effective at the close of business on April 28, 2016. Mr. Rodgers will continue to provide services to us as a member of our Board and will continue to be employed by us as Technical Advisor to work on select technological challenges and projects.

The Board has formed an Office of the President and Chief Executive Officer, consisting of Thad Trent, Hassane El-Khoury, Dana Nazarian and Joseph Rauschmayer, which will report directly to the Board and perform the duties of the President and Chief Executive Officer until such time as a successor for Mr. Rodgers is duly appointed.

Our Board has formed a CEO search committee, which will oversee and conduct the search for a President and Chief Executive Officer both internally and externally to succeed Mr. Rodgers. Upon appointment of a new President and Chief Executive Officer, Mr. Rodgers will resign as a member of the Board, which resignation shall be accepted or declined by the Board in its sole discretion.

(e) Material Compensatory Plan for Executive Officer

On April 28, 2016, the Board authorized the Compensation Committee to oversee and administer the negotiation of Mr. Rodgers’ severance and release arrangements and to determine Mr. Rodgers’ compensation for serving as a technical advisor.  

The Board also approved certain elements of the severance arrangements for Mr. Rodgers, including (i) a cash payment equal to three times (3x) Mr. Rodgers’ current annual base salary; (ii) a cash bonus in the amount equal to three times (3x) Mr. Rodgers’ current annual bonus opportunity; (iii) acceleration of exercisability and vesting of all of Mr. Rodgers’ currently outstanding equity awards; and (iv) continued medical coverage for Mr. Rodgers and his immediate family while Mr. Rodgers remains an employee of the Company, and continuing for a period of two years from the date on which Mr. Rodgers ceases to be an employee of the Company.

The foregoing summary of Mr. Rodgers’ severance and employment arrangements does not purport to be complete and is subject to, and qualified in its entirety, by definitive agreements and arrangements to be determined by the Compensation Committee and negotiated with Mr. Rodgers.

Item 7.01.Regulation FD Disclosure.

On April 28, 2016, the Company issued a press release announcing the entering into of the Purchase Agreement described above. The Company also issued a press release announcing the management changes described above.  A copy of the press release issued by the Company on April 28, 2016 announcing the entering into of the Purchase Agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release issued by the Company on April 28, 2016 announcing the management changes described above is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that Section unless the registrant specifically incorporates it by reference in a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1 99.2	Broadcom Purchase Agreement Press Release dated April 28, 2016. CEO Resignation Press Release dated April 28, 2016.

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.

Date: May 2, 2016	CYPRESS SEMICONDUCTOR CORPORATION
	By:	/s/ Thad Trent
		Thad Trent
		Office of the CEO Executive Vice President, Finance &  Administration and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1 99.2	Broadcom Purchase Agreement Press Release dated April 28, 2016. CEO Resignation Press Release dated April 28, 2016.

EX-99

EXHIBIT 99.1

For Immediate Release

Cypress to Acquire Broadcom’s Wireless Internet of Things Business

$550 Million Acquisition to Reinforce Cypress’s Leadership in

Embedded Systems Solutions and Broaden Its Footprint in the Fast-Growing IoT Market

SAN JOSE, Calif. & SINGAPORE, April 28, 2016 – Cypress Semiconductor Corp. (Nasdaq: CY) and Broadcom Limited (Nasdaq: AVGO) today announced the signing of a definitive agreement under which Cypress will acquire Broadcom’s Wireless Internet of Things (IoT) business and related assets in an all-cash transaction valued at $550 million. Under the terms of the deal, Cypress will acquire Broadcom’s Wi-Fi, Bluetooth and Zigbee IoT product lines and intellectual property, along with its WICED brand and developer ecosystem. Broadcom’s IoT business unit, which employs approximately 430 people worldwide, generated $189 million in revenue during the last twelve months. The acquisition strengthens Cypress’s position in key embedded systems markets, such as automotive and industrial, and establishes it as a leader in the high-growth consumer IoT market, a segment that includes wearable electronics and home automation solutions.

The transaction, which has been approved by the board of directors of Cypress and Broadcom, is expected to close in the third calendar quarter of 2016, subject to customary conditions and regulatory approvals. Cypress expects the transaction to be accretive within a year of closing and to improve its gross margin, earnings and long-term revenue potential.

“Cypress is a significant player in the IoT today because of our ultra-low-power PSoC programmable system-on-chip technology, but we’ve only been able to pair it with generic radios so far. Now we have the highly regarded Broadcom IoT business—state-of-the-art Wi-Fi, Bluetooth and Zigbee RF technologies—that will transform us into a force in IoT and provide us with new market opportunities as well,” Cypress President and CEO T.J. Rodgers said. “What we bring to the party is over 30,000 customers worldwide who need advanced, ultra-low-power wireless communication but only can absorb it in the form of an easy-to-use programmable embedded system solution.”

Cypress to Acquire Broadcom’s Wireless IoT business – Page 2

“We are thrilled to be joining forces with Cypress to address the fast growing IoT market,” Broadcom IoT General Manager Stephen DiFranco said. “With our IoT connectivity products, Cypress will be able to provide the connectivity; the MCU, system-on-chip, module and memory technologies; and the mature developer ecosystem that IoT designers require, creating an end-to-end portfolio of embedded solutions and a single IoT design platform.”

Under the terms of the deal, Broadcom will continue to focus on its wireless connectivity solutions for the access and mobility segments that are not IoT related, including serving set-top box, wireless access, smartphone, laptop and notebook customers. Cypress will capitalize on the rapidly growing Wi-Fi and Bluetooth connectivity (17% per year¹) markets in consumer, industrial and automotive IoT segments.

“The robust, ready-to-scale WICED brand and developer network of module makers, value-added resellers (VARs), technology partners and ODMs who are already working with its technology will give us immediate revenue growth capability in new channels,” Rodgers said. “Cypress will continue to support and grow this network and to provide it with future generations of innovative, disruptive connected products. Cypress will also bring these new technologies to the automotive market, where we are already No. 3 worldwide in microcontrollers and memories, and where the connected car boom has just started.”

Greenhill & Co., LLC served as lead financial advisor, Bank of America Merrill Lynch served as financial advisor and is providing committed debt financing, subject to customary conditions, and Wilson Sonsini Goodrich & Rosati acted as legal counsel to Cypress for this transaction.

About Cypress

Cypress (NASDAQ: CY) delivers the high-performance, high-quality solutions at the heart of today’s most advanced embedded systems. Its products are used in automotive and industrial platforms and highly interactive consumer and mobile devices. With a broad, differentiated product portfolio that includes Traveo™ microcontrollers, the industry’s only PSoC^® programmable system-on-chip solutions, analog and PMIC Power Management ICs, CapSense^® capacitive touch-sensing controllers, Wireless BLE Bluetooth Low-Energy and USB connectivity solutions, and NOR flash memories, F-RAM™ and SRAM, Cypress is committed to providing its customers worldwide with consistent innovation, best-in-class support and exceptional system value. To learn more, go to www.cypress.com.

Cypress to Acquire Wireless Broadcom’s IoT business – Page 3

About Broadcom

Broadcom Limited is a leading designer, developer and global supplier of a broad range of analog and digital semiconductor connectivity solutions. Broadcom Limited’s extensive product portfolio serves four primary end markets: wired infrastructure, wireless communications, enterprise storage and industrial & other. Applications for our products in these end markets include: data center networking, home connectivity, broadband access, telecommunications equipment, smartphones and base stations, data center servers and storage, factory automation, power generation and alternative energy systems, and displays. For more information, go towww.broadcom.com.

¹Source: IHS 2015 data report: Wi-Fi, Bluetooth, Zigbee (2015-2018)

Cypress and the Cypress logo are registered trademarks of Cypress Semiconductor Corp. All other trademarks are property of their owners.

Broadcom, the pulse logo, Connecting everything, and Avago Technologies are among the trademarks of Broadcom.  The term "Broadcom" refers to Broadcom Limited and/or its subsidiaries.

Cypress Contacts

Investors

Rahul Mathur

Vice President, Finance

(408) 943-4729

rahul.mathur@cypress.com

Media

Joseph L. McCarthy

Director Corporate Communications

(408) 943-2902

jmy@cypress.com

Broadcom Contact

Ashish Saran

Investor Relations

(408) 433-8000

investor.relations@broadcom.com

Forward-Looking Statements

This press release contains certain "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included herein may constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding Cypress's agreement to acquire Broadcom’s Wireless IoT business; statements about future financial and operating results; benefits of the proposed transaction to

Cypress to Acquire Broadcom’s Wireless IoT business – Page 4

customers, stockholders and employees, the ability of the proposed transaction to drive growth and expand customer and partner relationships; potential synergies and cost savings; the anticipated timing for closing the proposed transaction; that the proposed transaction is expected to be accretive and to improve gross margin, earnings and long-term revenue potential; and other statements regarding the proposed transaction. Statements including words such as “will,” “expect,” “believe” or similar expressions are forward-looking statements.  Because these statements reflect Cypress's current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties that may affect Cypress's business or future financial results. These risks include, among others, the state and future of the global economy; business conditions and growth trends in the semiconductor market; acceptance and demand for Cypress's products; technological and development risks; legal and regulatory matters and other competitive factors. Risks and uncertainties related to the proposed transaction include, among others, the possibility that Cypress will not complete the transaction with Broadcom; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; uncertainties as to the timing of the proposed transaction; competitive responses to the proposed transaction; the risk that regulatory or other approvals required for the proposed transaction are not obtained or are obtained subject to conditions that are not anticipated; the risk that other conditions to the closing of the proposed transaction are not satisfied; costs and difficulties related to the closing of the proposed transaction and the integration of the IoT unit’s business and operations with Cypress's businesses and operations; the inability to obtain or delays in obtaining anticipated cost savings and synergies from the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; litigation relating to the proposed transaction; the inability to retain key personnel, customers and suppliers; and any changes in general economic and/or industry specific conditions. Additional factors that could cause future results or events to differ from those Cypress expects are those risks discussed under Item 1A., "Risk Factors," in Cypress's Annual Report on Form 10-K for the fiscal year ended January 3, 2016 and other reports filed by Cypress with the Securities and Exchange Commission. Please read the "Risk Factors" and other cautionary statements contained in these filings. Cypress undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, the occurrence of certain events or otherwise. As a result of these risks and others, actual results could vary significantly from those anticipated in this press release, and Cypress's financial condition and results of operations could be materially adversely affected.

EX-99

EXHIBIT 99.2Contacts:Thad Trent EVP Finance & Administration and CFO (408) 943-2925 Joseph L. McCarthy Director, Corporate Communications (408) 943-2902

FOR IMMEDIATE RELEASE

Cypress CEO to Step Down

SAN JOSE, Calif., April 28, 2016—Cypress Semiconductor Corp. (NASDAQ: CY) today announced that its CEO, T.J. Rodgers, will step down this week and that a search—both internal and external—would be launched to replace him.  In the interim, daily operational activities will be taken over by an Office of the CEO comprised of four current Cypress EVPs: Hassane El-Khoury (EVP, Programmable Systems Division), Dana Nazarian (EVP, Memory Products Division), Joe Rauschmayer (EVP, Manufacturing) and Thad Trent (CFO).  Rodgers will remain on the Cypress Board and become a project leader working on key technical projects.

Rodgers said, “This March, Valeta and I celebrated my 68th birthday in Mexico.  Upon reflection, while I am still passionately interested in Element 14, silicon, I have always planned not to be spending most of my time in the last decade of my career immersed in the details of the operations, including those of the 7,000-person company that Cypress has become.  And, to be completely candid, the board and even the executive staff have urged me to bring new blood into operations.  Thus, the first-quarter 2016 report, my 120th as Cypress’s CEO, will be my last.  More importantly to me, I will now be able to work full time on the technology that has fascinated me since my mother first kindled my interest in electronics when I was a fifth-grader.”  

Rodgers continued, “I have always reserved about 30 percent of my time to work on technology and one key project.  This activity adds value to the company and remains of high interest to me at this stage of my career.  In the future Cypress management will be able to assign a key project to me and count on it getting done right.”

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Cypress CEO to Step Down – Page 2

About Cypress

Cypress (NASDAQ: CY) delivers the high-performance, high-quality solutions at the heart of today’s most advanced embedded systems. Its products are used in automotive and industrial platforms and highly interactive consumer and mobile devices. With a broad, differentiated product portfolio that includes Traveo™ microcontrollers, the industry’s only PSoC® programmable system-on-chip solutions, analog and PMIC Power Management ICs, CapSense® capacitive touch-sensing controllers, Wireless BLE Bluetooth Low-Energy and USB connectivity solutions, and NOR flash memories, F-RAM™ and SRAM, Cypress is committed to providing its customers worldwide with consistent innovation, best-in-class support and exceptional system value. To learn more, go to www.cypress.com.

# # #

Cypress, the Cypress logo, PSoC and CapSense are registered trademarks and F-RAM and Traveo are trademarks of Cypress Semiconductor Corp. All other trademarks are property of their owners.

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