Item 1.02 Termination of a Material Definitive Agreement.
Credit Agreement. In connection with the closing of the Merger, on
Employee Stock Purchase Plan. As of immediately prior to the effective time of
the Merger (the "Effective Time"), the Cypress Semiconductor Corporation
Employee Stock Purchase Plan, as amended and restated as of
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
On the Closing Date, Infineon completed the acquisition of Cypress through the
Merger. As of the Effective Time, each share of common stock, par value
Pursuant to the Merger Agreement,
(i) at the Effective Time, each outstanding option to purchase shares of Common Stock, whether vested or unvested, was cancelled and converted into the right to receive (without interest) a cash payment equal to the product of (a) the number of shares of Common Stock subject to such option immediately prior to the Effective Time multiplied by (b) the excess, if any, of the Per Share Merger Consideration over the applicable per share exercise price of such option immediately prior to the Effective Time and
(ii) immediately prior to the Effective Time, (a) each outstanding restricted stock unit that was either (1) held by non-employee directors, (2) vested in accordance with its applicable terms and for which shares of Common Stock have not yet been issued or (3) subject to accelerated vesting solely as a result of the completion of the Merger in accordance with its applicable terms or the terms of the Merger Agreement, and (b) with respect to each vesting tranche of restricted stock unit awards that are outstanding as of the date of the Merger Agreement and that were not covered by the immediately preceding clause (a), fifty percent (50%) of the total number of such restricted stock units subject to such vesting tranche was, in each such case of (a) and (b), cancelled and converted into the right to receive (without interest) a cash payment equal to the product of (x) the number of shares of Common Stock subject to such restricted stock units immediately prior to the Effective Time multiplied by (y) the Per Share Merger Consideration, on the terms set forth in the Merger Agreement, and (c) any other outstanding restricted stock unit was cancelled and converted into the right to receive (without interest) a cash payment equal to the product of (x) the number of shares of Common Stock subject to such restricted stock unit immediately prior to the Effective Time multiplied by (y) . . .
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04.
The consummation of the Merger, on
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
In connection with the closing of the Merger, Cypress notified The NASDAQ Global
Select Market ("NASDAQ") on the Closing Date that the certificate of merger
relating to the Merger had been filed with the
Cypress intends to file with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time, as a result of the Merger, each holder of the Shares ceased to have any rights as a stockholder of Cypress (other than the right to receive the Per Share Merger Consideration).
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger, a change in control of Cypress occurred and Cypress is now a wholly owned subsidiary of Infineon.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
As of the Effective Time, each of Cypress's directors immediately prior to the
Effective Time (
As of the Effective Time, certain of Cypress's officers immediately prior to the
Effective Time (
At the Effective Time,
At the Effective Time,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
As of the Effective Time, the certificate of incorporation of Cypress, as in effect immediately prior to the Effective Time, was amended and restated in the form of the certificate of incorporation set forth as Exhibit A to the Merger Agreement. In addition, as of the Effective Time, the bylaws of Merger Sub in effect immediately prior to the Effective Time became the bylaws of Cypress, until thereafter amended or restated. The foregoing descriptions of the Cypress certificate of incorporation and the Cypress bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Cypress certificate of incorporation and the Cypress bylaws, which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 2.1 Agreement and Plan of Merger, datedJune 3, 2019 , by and betweenCypress Semiconductor Corporation , Infineon Technologies AG andIFX Merger Sub Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Cypress onJune 3, 2019 ). 3.1 Amended and Restated Certificate of Incorporation of Cypress. 3.2 Amended and Restated Bylaws of Cypress. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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