UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-K/A

(Amendment No. 1)





(Mark One)



|  |  |                                                                                                                                                                                       |  | 
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 30, 2012 Or                                                   |  | 
| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to
            . Commission file number:
1-10079 |  | 





CYPRESS SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-2885898                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

198 Champion Court, San Jose, California 95134

(Address of principal executive offices and zip code)

Registrants telephone number, including area code: (408) 943-2600





Securities
registered pursuant to Section 12(b) of the Act:



|                             |  |                                          
|---------------------------- |  | -----------------------------------------
|Title of Each Class          |  | Name of Each Exchange on Which Registered
|Common Stock, $.01 par value |  | The NASDAQ Stock Market                  

Securities registered pursuant to Section 12(g) of the Act:

None





Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ̈ Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of
the Act.  ̈ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes  ̈ No

Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months ( or for such shorter period that the registrant was required to
submit and post such files). x Yes  ̈ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of larger accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x        Accelerated
filer  ̈        Non-accelerated filer  ̈        Smaller reporting
company  ̈

Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).  ̈ Yes x No

The market value of voting and non-voting common stock held by non-affiliates of the registrant, based upon the closing sale price of the
common stock on July 1, 2012 as reported on the NASDAQ Global Select Market, was approximately $1.8 billion. Shares of common stock held by each executive officer and director and by each person who owns 5% or more of the outstanding common
stock have been excluded from the foregoing calculation in that such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 15, 2013, 146,866,519 shares of the registrants common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Definitive Proxy Statement for the registrants Annual Meeting of Stockholders to be filed pursuant to Regulation 14A for the year ended December 30, 2012 are incorporated
by reference in Items 10 - 14 of Part III of this Annual Report on Form 10-K.









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EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 on Form 10-K/A (the Amendment) to the Annual Report on Form 10-K of Cypress
Semiconductor Corporation that was filed with the Securities and Exchange Commission on February 28, 2013 (the Form 10-K) is to correct a typographical error in the Independent Registered Public Accounting Firms consent filed
as Exhibit 23.1 to the Form 10-K. The consent incorrectly notes that it relates to the report on the consolidated financial statements of Cypress Semiconductor Corporation dated February 27, 2013, rather than February 28, 2013, which is
the correct date of such report. Except as described above, no other amendments are being made to the Form 10-K. This Amendment does not modify or update in any way the disclosures contained in the Form 10-K.

PART IV



|ITEM 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------



| | 3. | Exhibits:
| | -- | ---------



|              |  |                                                                                                                                                    |  |                            |  |               |  |  
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- |  | ------------- |  | -
|ExhibitNumber |  | Exhibit Description                                                                                                                                |  | Incorporated by References
|              |  | Form                                                                                                                                               |  | Filing Date/PeriodEnd Date |  | FiledHerewith
|23.1          |  | Consent of Independent Registered Public Accounting Firm.                                                                                          |  | 10-K/A                     |  | 3/1/2013      |  | X
|31.1          |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                |  | 10-K/A                     |  | 3/1/2013      |  | X
|31.2          |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                |  | 10-K/A                     |  | 3/1/2013      |  | X
|32.1          |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | 10-K/A                     |  | 3/1/2013      |  | X
|32.2          |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | 10-K/A                     |  | 3/1/2013      |  | X



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.



|                     |  |  |  |                                   |  |                  |  |                                                                                              
|-------------------- |  |  |  | --------------------------------- |  | ---------------- |  | ---------------------------------------------------------------------------------------------
|                     |  |  |  | CYPRESS SEMICONDUCTOR CORPORATION
|                     |  |  | 
|Dated: March 1, 2013 |  |  |  | By:                               |  | /S/ BRAD W. BUSS
|                     |  |  |  |                                   |  |                  |  | Brad W. Buss Executive Vice President, Finance and Administration and Chief Financial
Officer