UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
Cypress Semiconductor Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
232806109
--------------------------------------------------------------------------------
(CUSIP Number)
June 27, 2008
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed
Rule 13d-1(b)
|X| Rule 13d-1(c)
Rule 13d-1(d)
---------------------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
----------------------------
CUSIP No. 232806109
----------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mason Capital Management LLC, in its capacity as investment manager
for certain investment funds and managed accounts
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 8,170,483 shares of Common Stock
OWNED BY -----------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------
7 SOLE DISPOSITIVE POWER
8,170,483 shares of Common Stock
-----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,170,483 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13G
ITEM 1(a). NAME OF ISSUER:
--------------
Cypress Semiconductor Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
-----------------------------------------------
198 Champion Court
San Jose, California 95134
ITEM 2(a). NAME OF PERSON FILING:
-----------------------------------------
This Schedule is being filed by Mason Capital Management LLC ("Mason
Management"), a Delaware limited liability company, with respect to shares
of Common Stock directly owned by Mason Capital, LP ("Mason Capital LP"),
a Delaware limited partnership; Mason Capital, Ltd. ("Mason Capital Ltd"),
a corporation organized under the laws of the Cayman Islands; and certain
other funds and accounts (the "Managed Accounts").
Mason Management is the investment manager of each of Mason Capital LP,
Mason Capital Ltd and the Managed Accounts, and Mason Management may be
deemed to have beneficial ownership over the shares of Common Stock
reported in this Schedule by virtue of the authority granted to Mason
Management by Mason Capital LP, Mason Capital Ltd and the Managed Accounts
to vote and dispose of such shares.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
------------------------------------
The address of each of Mason Management, Mason Capital LP and Mason
Capital Ltd, for purposes of this filing, is:
110 East 59th Street
New York, New York 10022
ITEM 2(c). CITIZENSHIP:
------------------------------------
The place of organization of Mason Management is Delaware.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
----------------------------
Common Stock, $0.01 par value
ITEM 2(e). CUSIP NUMBER:
------------
232806109
ITEM 4.(a),
(b) AND (c) OWNERSHIP.
---------
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 8,170,483 shares of Common Stock.
(b) Percent of class: 5.4%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote 8,170,483 shares
of Common Stock.
(ii) Shared power to vote or direct the vote -0-.
(iii) Sole power to dispose or direct the disposition of
8,170,483 shares of Common Stock.
(iv) Shared power to dispose or direct the disposition of
-0-.
The number of shares beneficially owned as of July 7, 2008 and the
percentage of outstanding shares represented thereby for Mason
Management have been computed in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended. The percentage of
ownership described above is based on 150,563,294 shares of Common
Shares outstanding as of April 30, 2008, as reported in the issuer's
Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on May 9, 2008.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
--------------------------------------------
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following |_|.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
---------------------------------------------------------------
The right to receive dividends from, or the proceeds from the sale of,
all shares of Common Stock reported in this statement as beneficially
owned by Mason Management is held by Mason Capital LP, Mason Capital
Ltd or the Managed Accounts, as the case may be, all of which are the
advisory clients of Mason Management. To the knowledge of Mason
Management, none of these advisory clients holds such right with
respect to more than five percent of the outstanding Common Stock.
Mason Management itself disclaims beneficial ownership of all shares
of Common Stock reported in this statement pursuant to Rule 13d-4
under the Securities Exchange Act of 1934, as amended.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
---------------------------------------------------------
ACQUIRED THE SECURITIES BEING REPORTED ON BY THE PARENT
--------------------------------------------------------
HOLDING COMPANY.
---------------
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
---------------------------------------------------------
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
------------------------------
Not applicable.
ITEM 10. CERTIFICATION.
-------------
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
---------
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned Reporting Person, the undersigned Reporting Person certifies
that the information set forth in this statement with respect to it is true,
complete and accurate.
Dated: July 7, 2008
MASON CAPITAL MANAGEMENT LLC
By: /s/ John Grizzetti
-----------------------------
John Grizzetti
Chief Financial Officer