Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Cypress Semiconductor Corporation announced today that Ahmad Chatila, its Executive Vice President of Memory and Imaging Division, will be leaving the Company to pursue another executive opportunity. Mr. Chatila will be replaced by Dana Nazarian, a 21 year veteran of the Company. A copy of the Company's press release, dated February 5, 2009, is attached as Exhibit 99.1 and incorporated by reference into this Section 5.02.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of business acquired. Not applicable.

(b) Pro forma financial information. Not applicable.

(c) Shell Company transactions. Not applicable.

(d) Exhibits.

Exhibit 99.1 Press Release, dated February 5, 2009, titled "Cypress Announces Management Change in Memory and Imaging Division."

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