Form 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

April 30, 2007

Date of Report (Date of earliest event reported)

 

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 95134-1599

(Address of principal executive offices)

(408) 943-2600

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

¨ 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 8.01 Other Events.

The Company previously reported on a Current Report on Form 8K filed on May 1, 2007, the sale by the Company of 7,500,000 shares of SunPower Corporation’s Class A common stock in a private offering to a private investor pursuant to Rule 144 of the Securities Act. The sale is expected to close on May 4, 2007. Following the sale, Cypress will own 44,533,287 shares of SunPower Corporation’s Class B common stock.

The Company wishes to provide the following additional information:

Based on SunPower Corporation’s share count as of March 31, 2007, Cypress’s ownership position is now approximately:

 

Basic shares

    60 %

Fully diluted shares

    55 %

Voting control

    91 %

Cypress continues to consolidate SunPower for financial reporting purposes. The net result of the sale is not expected to be dilutive to net income beginning in the second quarter of fiscal 2007.

 

-2-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

    CYPRESS SEMICONDUCTOR CORPORATION
Date: May 2, 2007     By:  

/s/ Brad W. Buss

      Brad W. Buss
      Executive Vice President, Finance and Administration and Chief Financial Officer