CALCULATION OF REGISTRATION FEE
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Title of securities to
be registered
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Amount to be
registered
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Proposed maximum
offering price per
share
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Proposed maximum
aggregate offering
price
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Amount of
registration
fee
1
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Common Stock, $0.01 par value, to be issued pursuant to the terms of the Cypress Semiconductor Corporation 2013 Stock Plan, as amended and restated
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29,100,000
2
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$15.94
3
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$463,854,000.00
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$57,749.82
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Common Stock, $0.01 par value, to be issued pursuant to the terms of the Cypress Semiconductor Corporation Employee Stock Purchase Plan, as amended and restated
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2,000,000
2
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$15.94
3
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$31,880,000.00
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$3,969.06
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Cypress Semiconductor Corporation Non-Qualified Deferred Compensation Plan II
4
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$6,000,000
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100%
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$6,000,000.00
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$747.00
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Total
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$501,734,000.00
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$62,465.88
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1. The amount of the registration fee was calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended ("Securities Act") which provides that the fee shall be $0.0001245 multiplied by the maximum aggregate price at which such securities are proposed to be offered.
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2. Pursuant to Rule 416 under the Securities Act, this registration statement on Form S-8 ("Registration Statement") shall also cover any additional shares of the Registrant’s common stock that become issuable under (i) the Cypress Semiconductor Corporation 2013 Stock Plan, as amended and restated (the "2013 Plan"), and (ii) the Cypress Semiconductor Corporation Employee Stock Purchase Plan, as amended and restated (the “ESPP”), by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of common stock. The total number of shares to be registered for the 2013 Plan covers the shares that were approved at the Registrant's 2017 Annual Meeting of Stockholders. The total number of shares to be registered for the ESPP covers the automatic increase for fiscal year 2017.
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3. Estimated in accordance with Rule 457(c) under the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on $15.94, which is the average of the high and low prices per share of the Registrant’s common stock as reported on the NASDAQ Global Select Market on November 3, 2017.
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4. The deferred compensation obligations (the “Obligations”) are unsecured general obligations of Cypress Semiconductor Corporation to pay deferred compensation in accordance with the terms of the Cypress Semiconductor Corporation Non-Qualified Deferred Compensation Plan II (the “Plan”).
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Explanatory Note—Registration of Additional Securities
This Registration Statement is filed pursuant to General Instruction E to Form S-8 under the Securities Act, with respect to 29,100,000 additional shares of the Registrant's Common Stock that may be issued pursuant to the Registrant's 2013 Plan, 2,000,000 additional shares of Registrant’s Common Stock that may be issued pursuant to the ESPP as a result of an annual automatic increase, and $6,000,000 in additional Obligations of the Registrant that may be paid from the general assets of the Registrant in accordance with the terms of the Plan. Accordingly, the contents of the Registrant’s Form S-8 Registration Statements (Registration Statement Nos. 033-54637, 033-57499, 333-59153, 333-00535, 333-24831, 333-52035, 333-68703, 333-93839, 333-44264, 333-58896, 333-91764, 333-99221, 333-104672, 333-119049, 333-131494, 333-150484, 333-154748, 333-165750, 333-174673, 333-185439, 333-189612, 333-199798, 333-203041 and 333-212320) filed by the Registrant with the Securities and Exchange Commission on July 19, 1994, January 30, 1995, May 8, 1995, January 30, 1996, April 9, 1997, May 7, 1998, December 10, 1998, December 30, 1999, August 22, 2000, April 13, 2001, July 2, 2002, September 6, 2002, April 22, 2003, September 16, 2004, February 3, 2006, April 28, 2008, October 27, 2008, March 29, 2010, June 2, 2011, December 12, 2012, June 26, 2013, November 3, 2014, March 26, 2015 and June 29, 2016, respectively, are incorporated herein by reference.