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| CIK | 1322705 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Spansion Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 9, 2017 |
CODE / Spansion Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SPANSION INC-CLASS A (Name of Issuer) Common Stock (Title of Class of Securities) 84649R200 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| February 9, 2016 |
CODE / Spansion Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SPANSION INC-CLASS A (Name of Issuer) Common Stock (Title of Class of Securities) 84649R200 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| April 13, 2015 |
Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34747 SPANSION INC. (Exact name of registrant as specified i |
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| April 2, 2015 |
As filed with the Securities and Exchange Commission on April 2, 2015 S-8 POS As filed with the Securities and Exchange Commission on April 2, 2015 Registration No. |
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| April 2, 2015 |
As filed with the Securities and Exchange Commission on April 2, 2015 S-8 POS As filed with the Securities and Exchange Commission on April 2, 2015 Registration No. |
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| April 2, 2015 |
As filed with the Securities and Exchange Commission on April 2, 2015 S-8 POS As filed with the Securities and Exchange Commission on April 2, 2015 Registration No. |
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| April 2, 2015 |
As filed with the Securities and Exchange Commission on April 2, 2015 As filed with the Securities and Exchange Commission on April 2, 2015 Registration No. |
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| April 2, 2015 |
As filed with the Securities and Exchange Commission on April 2, 2015 S-8 POS As filed with the Securities and Exchange Commission on April 2, 2015 Registration No. |
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| April 2, 2015 |
As filed with the Securities and Exchange Commission on April 2, 2015 S-8 POS As filed with the Securities and Exchange Commission on April 2, 2015 Registration No. |
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| April 2, 2015 |
As filed with the Securities and Exchange Commission on April 2, 2015 S-8 POS As filed with the Securities and Exchange Commission on April 2, 2015 Registration No. |
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| March 17, 2015 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 30, 2015, pursuant to the provisions of Rule 12d2-2 (a). |
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| March 13, 2015 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2015 SPANSION INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34747 20-3898239 (Commission File N |
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| March 13, 2015 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SPANSION INC. ARTICLE I EX-3.1 2 d891194dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPANSION INC. ARTICLE I The name of the corporation is Spansion Inc. (the “Company”). ARTICLE II The address of the Company’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808 and the name of the registered agent in |
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| March 13, 2015 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2015 SPANSION INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34747 20-3898239 (Commission Fi |
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| March 13, 2015 |
EX-3.2 3 d891194dex32.htm EX-3.2 Exhibit 3.2 BYLAWS OF SPANSION INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meeting 1 Section 6. Special Meetings 3 Section 7. Notice of Meetings 4 Section 8. Quo |
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| March 12, 2015 |
EX-3.1 2 d887475dex31.htm EX-3.1 Exhibit 3.1 AMENDED & RESTATED BYLAWS OF CYPRESS SEMICONDUCTOR CORPORATION Effective March 11, 2015 TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Stockholder’s Meetings 2 2.5 Manner of Giving Notic |
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| March 12, 2015 |
Exhibit 99.1 Cypress Contacts: Thad Trent, EVP Finance & Administration and CFO, +1-408-943-2925 Joseph L. McCarthy, Senior Director, Corporate Communications, +1-408-943-2902 For Immediate Release Cypress and Spansion Complete $5 Billion All-Stock Merger Merger Creates $2 Billion Global Leader in MCUs and Specialized Memories for Embedded Systems; No. 1 in SRAMs, No. 1 in NOR flash and No. 3 in M |
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| March 12, 2015 |
AMENDMENT AND RESTATEMENT AGREEMENT EX-10.1 4 d887475dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT AND RESTATEMENT AGREEMENT THIS AMENDMENT AND RESTATEMENT AGREEMENT, dated as of March 12, 2015 (this “Agreement”), is made by and among (i) CYPRESS SEMICONDUCTOR CORPORATION, a Delaware corporation (the “Borrower”), (ii) CYPRESS SEMICONDUCTOR (MINNESOTA) INC., a Delaware corporation (the “Existing Guarantor”), (iii) SPANS |
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| March 12, 2015 |
EX-4.1 Exhibit 4.1 EXECUTION COPY FIRST SUPPLEMENTAL INDENTURE dated as of March 12, 2015 among SPANSION LLC, a Delaware limited liability company (the ?Issuer?), SPANSION INC., a Delaware corporation (the ?Company?), SPANSION TECHNOLOGY LLC, a Delaware limited liability company (?Spansion Technology,? and together with the Company and any other Person that Guarantees the Notes from time to time, |
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| March 12, 2015 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 March 11, 2015 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. |
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| March 12, 2015 |
EX-10.3 5 d887475dex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated March 12, 2015 by and among CYPRESS SEMICONDUCTOR CORPORATION The GRANTORS Referred to Herein and MORGAN STANLEY SENIOR FUNDING, INC., as Collateral Agent Table of Contents Contents Page SECTION 1 DEFINITIONS; RULES OF INTERPRETATION 1 Section 1.1 Definition of Terms Used Her |
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| February 26, 2015 |
8-K 1 code201502258k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 20, 2015 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commiss |
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| February 26, 2015 |
CODE / Spansion Inc. 425 - Merger Prospectus - FORM 8-K 425 1 code201502258k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 20, 2015 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commiss |
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| February 17, 2015 |
EX-99.I 2 d868453dex99i.htm EX-I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 17, 2015 |
CODE / Spansion Inc. / SOROS FUND MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SPANSION INC. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 84649R200 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| February 17, 2015 |
to Schedule 13G Joint Filing Agreement EX-II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 13, 2015 in connection with their beneficial ownership of Spansion, Inc. |
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| February 17, 2015 |
CODE / Spansion Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A 1 d868453dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #5 Under the Securities and Exchange Act of 1934 Spansion, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 84649R200 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 17, 2015 |
CODE / Spansion Inc. / CITADEL ADVISORS LLC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 v399267sc13ga.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Spansion Inc. (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 84649R200 (CUSIP Number) De |
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| February 13, 2015 |
CODE / Spansion Inc. / International Value Advisers, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Spansion Inc. – CL A (Name of Issuer) Common Stock CLA (Title of Class of Securities) 84649R200 (CUSIP Number) International Value Advisers, LLC, 717 Fifth Avenue, 10th Floor, New York, NY 10022 (Name, Address and Telephone Number of Person Authorized to |
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| February 13, 2015 |
CODE / Spansion Inc. / BALYASNY ASSET MANAGEMENT LLC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Spansion Inc (Name of Issuer) COMMON STOCK (Title of Class of Securities) 84649R200 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file |
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| February 11, 2015 |
SPANSION INC. LIST OF SUBSIDIARIES as of December 28, 2014 ex21-1.htm Exhibit 21.1 SPANSION INC. LIST OF SUBSIDIARIES as of December 28, 2014 State or Jurisdiction in Which Name of Subsidiary Incorporated or Organized Domestic Subsidiaries Spansion Technology LLC (1) Delaware Spansion LLC (2) Delaware Spansion International, Inc. (3) Delaware Spansion International Trading, Inc. (3) Delaware Spansion International AM, Inc. (3) Delaware Foreign Subsidiarie |
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| February 11, 2015 |
CODE / Spansion Inc. 10-K - Annual Report - FORM 10-K code2014123110k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 28, 2014 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 001 |
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| February 11, 2015 |
AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT ex1-b.htm Exhibit 10.56 Execution Version AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT AMENDMENT NO. 3 dated as of November 13, 2014 (this “Amendment”) to the Revolving Credit Agreement dated as of December 13, 2012 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”) among Spansion LLC, a Delaware limited liability company (the “Borrower”), Spansion Inc., a Delawar |
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| February 11, 2015 |
CODE / Spansion Inc. / VANGUARD GROUP INC Passive Investment spansioninc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Spansion Inc Title of Class of Securities: Common Stock CUSIP Number: 84649R200 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to designat |
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| February 11, 2015 |
SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN NON-EMPLOYEE DIRECTORS RESTRICTED STOCK UNIT AWARD ex1.htm Exhibit 10.23 SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN NON-EMPLOYEE DIRECTORS RESTRICTED STOCK UNIT AWARD The following sets forth the terms of your Spansion Inc. Restricted Stock Unit (“RSU”) Award: Employee Name: Stock ID: Grant Number: Grant Date: Number of Shares Vesting Schedule and Payment Date: The Restricted Stock Unit Award that is described and made pursuant to this Restric |
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| February 10, 2015 |
CODE / Spansion Inc. DEFM14A - - DEFM14A DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 9, 2015 |
CY / Cypress Semiconductor Corp. 425 - Merger Prospectus - 425 425 1 d869014d425.htm 425 Filed by Cypress Semiconductor Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spansion Inc. Commission File No.: 001-34747 Cypress Contact: Joseph L. McCarthy, Senior Director, Corporate Communications, +1-408-943-2902 Spansion Contact: Michele Landry, Vice Pre |
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| February 9, 2015 |
CODE / Spansion Inc. 425 - Merger Prospectus - 425 425 1 d869030d425.htm 425 Filed by Spansion Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spansion Inc. Commission File No.: 001-34747 Cypress Contact: Joseph L. McCarthy, Senior Director, Corporate Communications, +1-408-943-2902 Spansion Contact: Michele Landry, Vice President, Corpor |
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| February 5, 2015 |
CODE / Spansion Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SPANSION INC-CLASS A (Name of Issuer) Common Stock (Title of Class of Securities) 84649R200 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| January 22, 2015 |
Spansion Inc. Reports Fourth Quarter 2014 Results Exhibit 99.1 Spansion Inc. Reports Fourth Quarter 2014 Results Sunnyvale, California, January 22, 2015 - Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced operating results for its fourth quarter ended December 28, 2014. On December 1, 2014, Cypress Semiconductor Corporation and Spansion entered into a definitive agreement to merge in an all-stock, tax-free |
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| January 22, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition code201501218k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 22, 2015 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) |
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| January 22, 2015 |
Cypress Reports Fourth-Quarter and Year-End 2014 Results Contacts: Thad Trent EVP Finance & Administration and CFO (408) 943-2925 Joseph L. |
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| January 22, 2015 |
CY / Cypress Semiconductor Corp. 425 - Merger Prospectus - 8-K 425 1 q4148-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 22, 2015 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 jurisdictio |
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| January 16, 2015 |
CODE / Spansion Inc. 425 - Merger Prospectus - 425 425 Filed by Spansion Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spansion Inc. Commission File No.: 001-34747 Cypress Contact: Joseph L. McCarthy, Senior Director, Corporate Communications, +1-408-943-2902 Spansion Contact: Michele Landry, Vice President, Corporate Communications, +1 |
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| January 16, 2015 |
CY / Cypress Semiconductor Corp. 425 - Merger Prospectus - 425 425 1 d854060d425.htm 425 Filed by Cypress Semiconductor Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spansion Inc. Commission File No.: 001-34747 Cypress Contact: Joseph L. McCarthy, Senior Director, Corporate Communications, +1-408-943-2902 Spansion Contact: Michele Landry, Vice Pre |
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| December 22, 2014 |
CODE / Spansion Inc. 425 - Merger Prospectus - 425 425 Filed by Spansion Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spansion Inc. Commission File No.: 001-34747 Cypress Contact: Joseph L. McCarthy, Senior Director, Corporate Communications, +1-408-943-2902 Spansion Contact: Michele Landry, Vice President, Corporate Communications, +1 |
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| December 22, 2014 |
CY / Cypress Semiconductor Corp. 425 - Merger Prospectus - 425 Filed by Cypress Semiconductor Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spansion Inc. Commission File No.: 001-34747 Cypress Contact: Joseph L. McCarthy, Senior Director, Corporate Communications, +1-408-943-2902 Spansion Contact: Michele Landry, Vice President, Corporate Communic |
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| December 3, 2014 |
CY / Cypress Semiconductor Corp. 425 - Merger Prospectus - 425 425 Filed by Cypress Semiconductor Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spansion Inc. Commission File No.: 001-34747 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT CY - Cypress Semiconductor Corp and Spansion, Inc. to Merge in $4 Billion All-Stock Transaction Conference Call E |
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| December 3, 2014 |
CODE / Spansion Inc. 425 - Merger Prospectus - 425 425 Filed by Spansion Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spansion Inc. Commission File No.: 001-34747 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT CY - Cypress Semiconductor Corp and Spansion, Inc. to Merge in $4 Billion All-Stock Transaction Conference Call EVENT DATE/TIME |
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| December 2, 2014 |
CODE / Spansion Inc. 425 - Merger Prospectus - 425 Prepared by R.R. Donnelley Financial - 425 Filed by Spansion Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spansion Inc. Commission File No.: 001-34747 On December 1, 2014, Cypress and Spansion signed a definitive agreement to merge in a stock-for-stock transaction, creating a global em |
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| December 2, 2014 |
CODE / Spansion Inc. 425 - Merger Prospectus - 425 425 Filed by Spansion Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spansion Inc. Commission File No.: 001-34747 Filed by Cypress Semiconductor CorporationCreating a Global Leader in Embedded Systems Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule |
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| December 2, 2014 |
CY / Cypress Semiconductor Corp. 425 - Merger Prospectus - 425 Prepared by R.R. Donnelley Financial - 425 Filed by Cypress Semiconductor Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spansion Inc. Commission File No.: 001-34747 On December 1, 2014, Cypress and Spansion signed a definitive agreement to merge in a stock-for-stock transaction, creati |
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| December 2, 2014 |
CODE / Spansion Inc. 425 - Merger Prospectus - 425 425 Filed by Spansion Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spansion Inc. Commission File No.: 001-34747 Merger with Cypress December 1, 2014 2 © 2014 Spansion CONFIDENTIAL Today’s News – Why it Makes Sense A “merger of equals” Profitable with more than $2 billion in revenues. $ |
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| December 2, 2014 |
CY / Cypress Semiconductor Corp. 425 - Merger Prospectus - 425 425 1 d829534d425.htm 425 Filed by Cypress Semiconductor Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spansion Inc. Commission File No.: 001-34747 Filed by Cypress Semiconductor CorporationCreating a Global Leader in Embedded Systems Pursuant to Rule 425 under the Securities Act |
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| December 1, 2014 |
Cypress and Spansion to Merge in $4 Billion All-Stock Transaction EX-99.1 6 d828825dex991.htm EX-99.1 Exhibit 99.1 Cypress Contacts: Thad Trent, EVP Finance & Administration and CFO, +1-408-943-2925 Joseph L. McCarthy, Senior Director, Corporate Communications, +1-408-943-2902 Spansion Contacts: Randy Furr, EVP & Chief Financial Officer, +1-408-616-3682 Michele Landry, Vice President, Corporate Communications, +1-408-616-3817 Cypress and Spansion to Merge in $4 |
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| December 1, 2014 |
EX-10.1 Exhibit 10.1 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2014 by and among Cypress Semiconductor Corporation, a Delaware corporation (“Cypress”) and the undersigned stockholder (“Stockholder”) of Spansion Inc., a Delaware corporation (“Spansion”). Capitalized terms that are used but not defined herein shall have the respective meanings as |
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| December 1, 2014 |
CODE / Spansion Inc. 425 - Merger Prospectus - 425 425 1 d829132d425.htm 425 Filed by Spansion Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spansion Inc. Commission File No.: 001-34747 Spansion Employee EMAIL Spansion’s Next Phase of Transformation– Cypress Merger by John Kispert I am sure you have seen the news today that we have anno |
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| December 1, 2014 |
New Section 9.6 of Amended and Restated Bylaws EX-3.1 3 d828825dex31.htm EX-3.1 Exhibit 3.1 New Section 9.6 of Amended and Restated Bylaws Section 9.6: Choice of Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Superior Court of California, County of Santa Clara (the “Specified Court”) (or, if the Specified Court does not have jurisdiction, the federal district court for the Northern District of C |
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| December 1, 2014 |
EX-2.1 2 d828825dex21.htm EX-2.1 Exhibit 2.1 [EXECUTION COPY] AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among CYPRESS SEMICONDUCTOR CORPORATION MUSTANG ACQUISITION CORPORATION and SPANSION INC. December 1, 2014 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 The Surviving Corporation of the Merger 2 1.3 General Effects of the Merger 2 1.4 Effect of the Merger on Cap |
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| December 1, 2014 |
EX-10.2 5 d828825dex102.htm EX-10.2 Exhibit 10.2 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2014 by and among Spansion Inc., a Delaware corporation (“Spansion”) and the undersigned stockholder (“Stockholder”) of Cypress Semiconductor Corporation, a Delaware corporation (“Cypress”). Capitalized terms that are used but not defined herein shall hav |
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| December 1, 2014 |
EX-2.1 Exhibit 2.1 [EXECUTION COPY] AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among CYPRESS SEMICONDUCTOR CORPORATION MUSTANG ACQUISITION CORPORATION and SPANSION INC. December 1, 2014 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 The Surviving Corporation of the Merger 2 1.3 General Effects of the Merger 2 1.4 Effect of the Merger on Capital Stock of the Merging |
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| December 1, 2014 |
CODE / Spansion Inc. 425 - Merger Prospectus - 425 Prepared by R.R. Donnelley Financial - 425 Filed by Spansion Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spansion Inc. Commission File No.: 001-34747 Spansion and Cypress to Merge John Kispert Today we announced exciting news – we are combining with Cypress. This is a merger of equals |
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| December 1, 2014 |
CODE / Spansion Inc. 425 - Merger Prospectus - 425 425 Filed by Spansion Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spansion Inc. Commission File No.: 001-34747 Hi, It is John Kispert I am sure you have all heard the news about the merger with Cypress and through this video, I’d like to give you a little more detail on what that mean |
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| December 1, 2014 |
Cypress and Spansion to Merge in $4 Billion All-Stock Transaction EX-99.1 Exhibit 99.1 Cypress Contacts: Thad Trent, EVP Finance & Administration and CFO, +1-408-943-2925 Joseph L. McCarthy, Senior Director, Corporate Communications, +1-408-943-2902 Spansion Contacts: Randy Furr, EVP & Chief Financial Officer, +1-408-616-3682 Michele Landry, Vice President, Corporate Communications, +1-408-616-3817 Cypress and Spansion to Merge in $4 Billion All-Stock Transactio |
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| December 1, 2014 |
CY / Cypress Semiconductor Corp. 425 - Merger Prospectus - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 1, 2014 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. |
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| December 1, 2014 |
CODE / Spansion Inc. 425 - Merger Prospectus - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 1, 2014 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Empl |
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| December 1, 2014 |
EX-2.1 2 d828825dex21.htm EX-2.1 Exhibit 2.1 [EXECUTION COPY] AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among CYPRESS SEMICONDUCTOR CORPORATION MUSTANG ACQUISITION CORPORATION and SPANSION INC. December 1, 2014 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 The Surviving Corporation of the Merger 2 1.3 General Effects of the Merger 2 1.4 Effect of the Merger on Cap |
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| December 1, 2014 |
Cypress and Spansion to Merge in $4 Billion All-Stock Transaction EX-99.1 Exhibit 99.1 Cypress Contacts: Thad Trent, EVP Finance & Administration and CFO, +1-408-943-2925 Joseph L. McCarthy, Senior Director, Corporate Communications, +1-408-943-2902 Spansion Contacts: Randy Furr, EVP & Chief Financial Officer, +1-408-616-3682 Michele Landry, Vice President, Corporate Communications, +1-408-616-3817 Cypress and Spansion to Merge in $4 Billion All-Stock Transactio |
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| December 1, 2014 |
EX-10.1 Exhibit 10.1 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2014 by and among Spansion Inc., a Delaware corporation (“Spansion”) and the undersigned stockholder (“Stockholder”) of Cypress Semiconductor Corporation, a Delaware corporation (“Cypress”). Capitalized terms that are used but not defined herein shall have the respective meanings as |
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| December 1, 2014 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 1, 2014 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Empl |
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| December 1, 2014 |
EX-10.2 5 d828825dex102.htm EX-10.2 Exhibit 10.2 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2014 by and among Spansion Inc., a Delaware corporation (“Spansion”) and the undersigned stockholder (“Stockholder”) of Cypress Semiconductor Corporation, a Delaware corporation (“Cypress”). Capitalized terms that are used but not defined herein shall hav |
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| December 1, 2014 |
EX-10.1 Exhibit 10.1 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2014 by and among Cypress Semiconductor Corporation, a Delaware corporation (“Cypress”) and the undersigned stockholder (“Stockholder”) of Spansion Inc., a Delaware corporation (“Spansion”). Capitalized terms that are used but not defined herein shall have the respective meanings as |
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| December 1, 2014 |
EX-10.2 5 d828980dex102.htm EX-10.2 Exhibit 10.2 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2014 by and among Cypress Semiconductor Corporation, a Delaware corporation (“Cypress”) and the undersigned stockholder (“Stockholder”) of Spansion Inc., a Delaware corporation (“Spansion”). Capitalized terms that are used but not defined herein shall hav |
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| December 1, 2014 |
New Section 9.6 of Amended and Restated Bylaws EX-3.1 Exhibit 3.1 New Section 9.6 of Amended and Restated Bylaws Section 9.6: Choice of Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Superior Court of California, County of Santa Clara (the “Specified Court”) (or, if the Specified Court does not have jurisdiction, the federal district court for the Northern District of California) shall, to the f |
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| December 1, 2014 |
AMENDMENT TO AMENDED AND RESTATED BYLAWS OF CYPRESS SEMICONDUCTOR CORPORATION EX-3.1 Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED BYLAWS OF CYPRESS SEMICONDUCTOR CORPORATION Pursuant to a resolution duly adopted by the Board of Directors of Cypress Semiconductor Corporation, a Delaware corporation (the “Company”), effective December 1, 2014, the Amended and Restated Bylaws are amended as follows: RESOLVED, that the Company’s Amended and Restated Bylaws are hereby amended t |
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| November 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q code2014093010q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2014 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 Num |
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| November 7, 2014 |
SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD EXHIBIT 10.1 SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD The following sets forth the terms of your Spansion Inc. Restricted Stock Unit (?RSU?) Award: Employee Name: Stock ID: Grant Number: Grant Date: Number of Shares Vesting Schedule and Payment Date: Subject to acceleration in certain circumstances, the RSUs vest and are paid on the following dates (each a ?Paymen |
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| October 30, 2014 |
Spansion Inc. Reports Third Quarter 2014 Results ex99-1.htm Exhibit 99.1 code201410298kproof Spansion Inc. Reports Third Quarter 2014 Results Sunnyvale, California, October 30, 2014 - Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced operating results for its third quarter ended September 28, 2014. On a U.S. GAAP basis, Spansion reported third quarter net sales of $315.9 million, gross margin of 31.9%, op |
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| October 30, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ex31-1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 30, 2014 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Em |
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| September 19, 2014 |
CODE / Spansion Inc. / BALYASNY ASSET MANAGEMENT LLC - SC 13G Passive Investment SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Spansion Inc (Name of Issuer) COMMON STOCK (Title of Class of Securities) 84649R200 (CUSIP Number) September 10, 2014 (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) |
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| September 9, 2014 |
EX-99.1 Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| September 9, 2014 |
CODE / Spansion Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #5 Under the Securities and Exchange Act of 1934 Spansion, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 84649R200 (CUSIP Number) August 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| September 9, 2014 |
to Schedule 13G Joint Filing Agreement EX-99.2 Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated September 9, 2014 in connection with their beneficial ownership of Spansion, Inc. Each of Columbia Seligman Communications & Information Fund and Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execu |
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| August 19, 2014 |
O.C. Kwon Elected to Spansion Board of Directors ex99-1.htm Exhibit 99.1 O.C. Kwon Elected to Spansion Board of Directors SUNNYVALE, Calif., August 19, 2014 – Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced the election of O.C. Kwon to Spansion’s Board of Directors. Kwon has served as an advisor to the Board since January 2014. Kwon has over 30 years experience in the semiconductor industry. He is curre |
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| August 19, 2014 |
code201408198k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 15, 2014 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) |
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| August 8, 2014 |
CODE / Spansion Inc. S-8 - - FORM S-8 code20140806s8.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPANSION INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 20-3898239 (IRS Employer Identification No.) 915 DeGuigne Drive P.O. Box 3453 Sunnyvale, California 940 |
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| August 8, 2014 |
SPANSION INC. 2014 EMPLOYEE STOCK PURCHASE PLAN ex10-1.htm Exhibit 10.1 SPANSION INC. 2014 EMPLOYEE STOCK PURCHASE PLAN 1. Establishment of Plan. Spansion Inc. proposes to grant options to purchase shares of Common Stock to eligible employees of the Company and its Participating Corporations (as hereinafter defined) pursuant to this Plan. The Company intends this Plan to qualify as an “employee stock purchase plan” under Section 423 of the Code |
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| August 1, 2014 |
SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD EXHIBIT 10.4 SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD The following sets forth the terms of your Spansion Inc. Restricted Stock Unit (?RSU?) Award: Employee Name: Stock ID: Grant Number: Grant Date: Number of Shares: Vesting Schedule and Payment Date: Subject to acceleration in certain circumstances, the RSUs vest over a two year period, with 1/8th of the award ve |
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| August 1, 2014 |
Lease Agreement (NNN Tenant Improvements) Basic Lease Information Exhibit 10.1 Lease Agreement (NNN Tenant Improvements) Basic Lease Information Lease Date: May 20, 2014 Landlord: HINES VAF NO CAL PROPERTIES, L.P., a Delaware limited partnership Landlord's Address For Notices: HINES VAF NO CAL PROPERTIES, L.P. c/o Hines Interests Limited Partnership 2479 E. Bayshore Road, Suite 265 Palo Alto, California 94303 Attn: Property Manager With a copy to: HINES VAF NO C |
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| August 1, 2014 |
SPANSION INC. 2014 EMPLOYEE STOCK PURCHASE PLAN EXHIBIT 10.2 SPANSION INC. 2014 EMPLOYEE STOCK PURCHASE PLAN 1. Establishment of Plan. Spansion Inc. proposes to grant options to purchase shares of Common Stock to eligible employees of the Company and its Participating Corporations (as hereinafter defined) pursuant to this Plan. The Company intends this Plan to qualify as an ?employee stock purchase plan? under Section 423 of the Code (including |
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| August 1, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q code2014063010q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2014 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 0 |
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| August 1, 2014 |
SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN STOCK OPTION AWARD EXHIBIT 10.3 SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN STOCK OPTION AWARD The following sets forth the terms of your Spansion Inc. Stock Option Award (?Option?): Employee Name: Stock ID: Grant Number: Grant Date: Per Share Exercise Price: Number of Shares Type: Nonstatutory Stock Option Expiration Date: 7 years after the Grant Date above, subject to earlier termination Vesting Schedule: Subje |
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| August 1, 2014 |
SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD EXHIBIT 10.5 SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD The following sets forth the terms of your Performance-Based Spansion Inc. Restricted Stock Unit (?PSU?) Award. Employee Name: Stock ID: Grant Number: Grant Date: Number of Shares: Vesting Schedule and Payment Date: PSUs are earned depending on Spansion?s 2013 to 2014 EPS Growth performance, m |
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| July 30, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition code201407298k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 30, 2014 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (I |
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| July 30, 2014 |
Spansion Inc. Reports Second Quarter 2014 Results ex99-1.htm Exhibit 99.1 Spansion Inc. Reports Second Quarter 2014 Results Sunnyvale, California, July 30, 2014 - Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced operating results for its second quarter ended June 29, 2014. On a U.S. GAAP basis, Spansion reported second quarter net sales of $314.7 million, gross margin of 29.5%, operating loss of $8.0 mill |
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| July 9, 2014 |
code2014033110q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2014 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com |
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| July 8, 2014 |
code2014021910k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 29, 2013 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commis |
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| July 8, 2014 |
CODE / Spansion Inc. CORRESP - - code20140707corresp.htm VIA EDGAR and E-MAIL July 8, 2014 Mr. Kevin L. Vaughn Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: Spansion Inc. Form 10-K for the year ended December 29, 2013 Filed February 25, 2014 Form 10-Q for the quarter ended March 30, 2014 Filed May 6, 2014 File No. 1-34747 |
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| June 17, 2014 |
CODE / Spansion Inc. / CITADEL ADVISORS LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Spansion Inc. (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 84649R200 (CUSIP Number) June 12, 2014 Date of Event Which Requires Filin |
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| June 17, 2014 |
EX-99.1 2 v381606ex99-1.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Spansion Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as a |
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| May 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT SPANSION INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34747 20-3898239 (State or other jurisdiction of incorporation or organization ) (Commission File Number) (IRS Employer Identification No.) 915 DeGuigne Drive, P.O. Box 3453, Sunnyvale, California 94088 (Addr |
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| May 30, 2014 |
Spansion Inc. Conflict Minerals Report For The Year Ended December 31, 2013 formsdspansion.htm Exhibit 1.01 Spansion Inc. Conflict Minerals Report For The Year Ended December 31, 2013 This report is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the Rule). The Rule was adopted by the Securities and Exchange Commission (SEC) to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Str |
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| May 29, 2014 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 22, 2014 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Employer Identifi |
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| May 22, 2014 |
Submission of Matters to a Vote of Security Holders - FORM 8-K code201405218k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 16, 2014 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 000-34747 20-3898239 (State of Incorporation) (Commission File Number) (IR |
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| May 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q code2014033110q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2014 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 |
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| May 6, 2014 |
SPANSION INC. FORM OF CEO/CFO CHANGE OF CONTROL SEVERANCE AGREEMENT Exhibit 10.1 SPANSION INC. FORM OF CEO/CFO CHANGE OF CONTROL SEVERANCE AGREEMENT This Change of Control Agreement (the ?Agreement?) is made and entered into by and between (the ?Executive?) and Spansion Inc. (the ?Company?), as of the latest date set forth by the signatures of the parties hereto below. For purposes of the employment relationship only, the ?Company? includes Spansion LLC. 1. Term o |
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| May 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition code201405068k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 6, 2014 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS |
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| May 6, 2014 |
SPANSION INC. FORM OF CHANGE OF CONTROL SEVERANCE AGREEMENT ex10-2.htm Exhibit 10.2 SPANSION INC. FORM OF CHANGE OF CONTROL SEVERANCE AGREEMENT This Change of Control Agreement (the “Agreement”) is made and entered into by and between (the “Executive”) and Spansion Inc. (the “Company”), as of the latest date set forth by the signatures of the parties hereto below. For purposes of the employment relationship only, the “Company” includes Spansion LLC. 1. Ter |
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| May 6, 2014 |
Spansion Inc. Reports First Quarter 2014 Results ex99-1.htm Exhibit 99.1 Spansion Inc. Reports First Quarter 2014 Results Sunnyvale, California, May 6, 2014 - Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced operating results for its first quarter ended March 30, 2014. On a U.S. GAAP basis, Spansion reported first quarter net sales of $311.8 million, gross margin of 28.8%, operating loss of $9.4 million |
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| May 5, 2014 |
CODE / Spansion Inc. / SOROS FUND MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SPANSION INC. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 84649R200 (CUSIP Number) April 25, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| April 18, 2014 |
DEF 14A 1 code20140416def14a.htm FORM DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted |
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| April 7, 2014 |
code20140403pre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
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| February 25, 2014 |
SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN STOCK OPTION AWARD Exhibit 10.22(j) SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN STOCK OPTION AWARD The following sets forth the terms of your Spansion Inc. Stock Option Award (?Option?): Employee Name: Stock ID: Grant Number: Grant Date: Per Share Exercise Price: Number of Shares Type: Nonstatutory Stock Option Expiration Date: 7 years after the Grant Date above, subject to earlier termination Vesting Schedule: S |
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| February 25, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K code2014021910k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 29, 2013 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 001 |
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| February 25, 2014 |
OPTION AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS EX-10 5 ex10-50.htm EXHIBIT 10.50 EXHIBIT 10.50 OPTION AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS This Option Agreement for the Purchase and Sale of Real Property and Escrow Instructions (the “Agreement”), dated October 17, 2013, is entered into by and between Spansion LLC, a Delaware limited liability company (“Optionor”), and Watt Communities LLC, a California l |
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| February 25, 2014 |
SPANSION INC. LIST OF SUBSIDIARIES as of December 29, 2013 Exhibit 21.1 SPANSION INC. LIST OF SUBSIDIARIES as of December 29, 2013 Name of Subsidiary State or Jurisdiction in Which Incorporated or Organized Domestic Subsidiaries Spansion Technology LLC (1) Delaware Spansion LLC (2) Delaware Spansion International, Inc. (3) Delaware Spansion International Trading, Inc. (3) Delaware Spansion International AM, Inc. (3) Delaware Foreign Subsidiaries Spansion |
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| February 25, 2014 |
10.52 A.htm Exhibit 10.50(a) REINSTATEMENT OF AND FIRST AMENDMENT TO OPTION AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS This REINSTATEMENT OF AND First Amendment to option agreement for the purchase and sale of real property and escrow instructions, dated effective as of November 21, 2013 (this “First Amendment”), is made and entered into by and between SPANSION LL |
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| February 25, 2014 |
SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD Exhibit 10.22(k) SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD The following sets forth the terms of your Spansion Inc. Restricted Stock Unit (?RSU?) Award: Employee Name: Stock ID: Grant Number: Grant Date: Number of Shares: Vesting Schedule and Payment Date: Subject to acceleration in certain circumstances, the RSUs vest and are paid on the following dates (each a ?P |
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| February 25, 2014 |
AMENDMENT NO. 1 AND INCREMENTAL JOINDER TO REVOLVING CREDIT AGREEMENT EX-10 4 ex10-35a.htm EXHIBIT 10.35(A) Exhibit 10.35(a) AMENDMENT NO. 1 AND INCREMENTAL JOINDER TO REVOLVING CREDIT AGREEMENT AMENDMENT NO. 1 AND INCREMENTAL JOINDER dated as of September 27, 2013 (this “Amendment”) to the Revolving Credit Agreement dated as of December 13, 2012 (the “Credit Agreement”) among Spansion LLC, the Guarantors party thereto, the Lenders party thereto, Morgan Stanley Seni |
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| February 14, 2014 |
CODE / Spansion Inc. / International Value Advisers, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Spansion Inc. – CL A (Name of Issuer) Common Stock CLA (Title of Class of Securities) 84649R200 (CUSIP Number) International Value Advisers, LLC, 717 Fifth Avenue, 10th Floor, New York, NY 10022 (Name, Address and Telephone Number of Person Authorized to |
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| February 14, 2014 |
CODE / Spansion Inc. / CHILTON INVESTMENT CO LLC - FORM SC13GA Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* Spansion, Inc. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 84649R200 (CUSIP Number) December 31 |
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| February 13, 2014 |
CODE / Spansion Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Amendment #4 Spansion, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 84649R200 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| February 13, 2014 |
to Schedule 13G Joint Filing Agreement EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 12, 2014 in connection with their beneficial ownership of Spansion, Inc. Each of Columbia Seligman Communications & Information Fund and Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to exec |
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| February 13, 2014 |
EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 11, 2014 |
CODE / Spansion Inc. / VANGUARD GROUP INC Passive Investment spansioninc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Spansion Inc Title of Class of Securities: Common Stock CUSIP Number: 84649R200 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to designat |
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| February 11, 2014 |
SRC / Spirit Realty Capital, Inc. / VANGUARD GROUP INC Passive Investment spiritrealtycapitalinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Spirit Realty Capital Inc Title of Class of Securities: REIT CUSIP Number: 84860W102 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate |
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| February 4, 2014 |
Spansion Inc. Reports Fourth Quarter 2013 Results ex99-1.htm Exhibit 99.1 Spansion Inc. Reports Fourth Quarter 2013 Results Sunnyvale, California, February 4, 2014 - Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced operating results for its fourth quarter ended December 29, 2013. On a U.S. GAAP basis, Spansion reported fourth quarter net sales of $313.7 million, gross margin of 29.7%, operating loss of $9 |
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| February 4, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K code201402048k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 4, 2014 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) |
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| January 27, 2014 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 21, 2014 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Employer Iden |
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| January 23, 2014 |
CODE / Spansion Inc. / SLS Spansion Holdings, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 23, 2014 |
code20140121s8.htm As filed with the Securities and Exchange Commission on January 23, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPANSION INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 20-38982 |
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| January 8, 2014 |
CODE / Spansion Inc. / SLS Spansion Holdings, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 19, 2013 |
AMENDMENT NO. 1 AND INCREMENTAL JOINDER AGREEMENT ex10-1.htm Exhibit 10.1 AMENDMENT NO. 1 AND INCREMENTAL JOINDER AGREEMENT AMENDMENT NO. 1 AND INCREMENTAL JOINDER AGREEMENT dated as of December 19, 2013 (this “2013 Amendment Agreement”), to the Amended and Restated Credit Agreement dated as of December 13, 2012 (as heretofore amended, supplemented or otherwise modified, the “Existing Term Loan Agreement”), among SPANSION LLC, a Delaware limited |
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| December 19, 2013 |
code201312188k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 19, 2013 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number |
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| December 16, 2013 |
code201312168k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 10, 2013 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number |
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| December 3, 2013 |
Michael S. Wishart Elected to Spansion Board of Directors ex99-1.htm Exhibit 99.1 Michael S. Wishart Elected to Spansion Board of Directors SUNNYVALE, Calif., December 3, 2013 – Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced the election of Michael S. Wishart to Spansion’s Board of Directors. Wishart has over 30 years experience as an executive advisor to the technology industry, working with industry-leading c |
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| December 3, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 2, 2013 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Employer Iden |
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| November 1, 2013 |
AM PRODUCT SORT SERVICES AGREEMENT [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. |
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| November 1, 2013 |
AM Product Distribution Agreement [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. |
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| November 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q code2013102310q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2013 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 Num |
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| November 1, 2013 |
[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. |
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| November 1, 2013 |
[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. |
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| November 1, 2013 |
AM PRODUCT ASSEMBLY AND TEST SERVICES AGREEMENT [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. |
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| November 1, 2013 |
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. |
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| November 1, 2013 |
INTELLECTUAL PROPERTY LICENSE AGREEMENT [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. |
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| October 31, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 code201310308k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 2013 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commissi |
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| October 31, 2013 |
Spansion Inc. Reports Third Quarter 2013 Results EX-99 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Spansion Inc. Reports Third Quarter 2013 Results Sunnyvale, California, October 31, 2013 - Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced operating results for its third quarter ended September 29, 2013. On a U.S. GAAP basis, Spansion reported third quarter net sales of $273.4 million, gross margin of 20.5%, o |
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| October 4, 2013 |
8-K 1 code201310038k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 4, 2013 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commissio |
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| September 12, 2013 |
CODE / Spansion Inc. / SLS Spansion Holdings, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 26, 2013 |
EX-10.4 6 d588588dex104.htm EX-10.4 Exhibit 10.4 DATE: August 20, 2013 TO: Spansion LLC and Spansion Inc. ATTENTION: Chief Financial Officer TELEPHONE: 408-616-3682 FACSIMILE: 408-616-6659 FROM: WELLS FARGO SECURITIES, LLC (“Agent”) solely as agent of Wells Fargo Bank, National Association (“Dealer”) 375 Park Avenue New York, NY 10152 Attn: Derivatives Structuring Group Telephone: 212-214-6101 Fac |
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| August 26, 2013 |
EX-10.3 Exhibit 10.3 DATE: August 20, 2013 TO: Spansion LLC and Spansion Inc. ATTENTION: Chief Financial Officer TELEPHONE: 408-616-3682 FACSIMILE: 408-616-6659 FROM: Jefferies LLC 520 Madison Avenue New York, NY 10022 Tel: +1 212-284-2300 SUBJECT: Base Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option trans |
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| August 26, 2013 |
EX-4.1 Exhibit 4.1 EXECUTION VERSION SPANSION LLC, as Issuer, the Guarantors party hereto, and Wells Fargo Bank, National Association, as Trustee INDENTURE Dated as of August 26, 2013 2.00% Exchangeable Senior Notes due 2020 Table of Contents Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 ARTICLE 2 THE NOTES 12 Section 2.01. Designation, Amount and Issuance |
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| August 26, 2013 |
EX-10.2 Exhibit 10.2 DATE: August 20, 2013 TO: Spansion LLC and Spansion Inc. ATTENTION: Chief Financial Officer TELEPHONE: 408-616-3682 FACSIMILE: 408-616-6659 FROM: Citibank, N.A. 390 Greenwich Street New York, NY 10013 SUBJECT: Base Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered int |
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| August 26, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2013 SPANSION INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34747 20-3898239 (Commission File Numb |
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| August 26, 2013 |
EX-10.1 Exhibit 10.1 DATE: August 20, 2013 TO: ATTENTION: TELEPHONE: FACSIMILE: Spansion LLC and Spansion Inc. Chief Financial Officer 408-616-3682 408-616-6659 FROM: Barclays Bank PLC, 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44 (20) 777-36461 Telephone: +44 (20) 777-36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seventh Ave New York, NY 10019 Telephone: |
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| August 21, 2013 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2013 SPANSION INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34747 20-3898239 (Commission |
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| August 21, 2013 |
Spansion Announces Pricing of Private Offering of $150 Million of Senior Exchangeable Notes EX-99.1 Exhibit 99.1 Spansion Announces Pricing of Private Offering of $150 Million of Senior Exchangeable Notes SUNNYVALE, Calif., August 21, 2013 – Spansion Inc. (NYSE: CODE) today announced that its indirect wholly owned subsidiary, Spansion LLC (“Spansion”), has agreed to sell $150 million aggregate principal amount of its 2.00% Senior Exchangeable Notes Due 2020 (the “notes”) in a private off |
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| August 19, 2013 |
Financial Statements and Exhibits - FORM 8-K/A 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 Date of Report (Date of earliest event reported): August 1, 2013 SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State or other jurisdiction of incorporation) (Commissi |
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| August 19, 2013 |
Spansion Announces Private Offering of $125 Million Senior Exchangeable Notes EX-99.1 EXHIBIT 99.1 Spansion Announces Private Offering of $125 Million Senior Exchangeable Notes SUNNYVALE, Calif., August 19, 2013 – Spansion Inc. (NYSE: CODE) today announced that its indirect wholly owned subsidiary, Spansion LLC (“Spansion”), is offering, subject to market and other conditions, $125 million aggregate principal amount of senior unsecured exchangeable notes (the “notes”) in a |
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| August 19, 2013 |
EX-99.1 Exhibit 99.1 FUJITSU SEMICONDUCTOR LIMITED Analog Semiconductor and Microcontroller Products Business (the “AM Business”) AUDITED COMBINED ABBREVIATED FINANCIAL STATEMENTS March 31, 2012 and 2013 Ernst & Young ShinNihon LLC Hibiya Kokusai Bldg. 2-2-3 Uchisaiwai-cho, Chiyoda-ku Tokyo, Japan 100-0011 Tel: +81 3 3503 1100 Fax: +81 3 3503 1197 www.shinnihon.or.jp Report of Independent Auditors |
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| August 19, 2013 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2013 SPANSION INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34747 20-3898239 (Commission File Numb |
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| August 19, 2013 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On August 1, 2013, Spansion Inc. (the Company) completed its acquisition of the Microcontroller and Analog business (the “AM Business”) of Fujitsu Semiconductor Limited (FSL). Pursuant to the terms and conditions of a Stock Purchase Agreement with FSL, the Company acquired certain subsidiaries and assets and assumed certain l |
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| August 6, 2013 |
code201308028k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2013 SPANSION INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34747 (Commission Fi |
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| August 6, 2013 |
ex99-1.htm Exhibit 99.1 Spansion Completes Acquisition of Fujitsu’s Microcontroller and Analog Business Acquisition Extends Spansion’s Leadership in Flash Memory-based Embedded Solutions SUNNYVALE, Calif., August 1, 2013 - Spansion Inc. (NYSE: CODE), a global leader in Flash memory-based embedded systems solutions, today announced that it has closed the acquisition of the Microcontroller and Analo |
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| August 5, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q code2013063010q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 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 0 |
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| August 1, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K code201307318k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 1, 2013 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) ( |
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| August 1, 2013 |
Spansion Inc. Reports Second Quarter 2013 Results ex99-1.htm Exhibit 99.1 Spansion Inc. Reports Second Quarter 2013 Results Sunnyvale, Calif., August 1, 2013 - Spansion Inc. (NYSE: CODE), a global leader in Flash memory-based embedded systems solutions, today announced operating results for its second quarter ended June 30, 2013. On a U.S. GAAP basis, Spansion reported second quarter net sales of $195.1 million, gross margin of 29.4%, operating l |
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| June 10, 2013 |
Submission of Matters to a Vote of Security Holders 8-K 1 code201306078k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 6, 2013 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 000-34747 20-3898239 (State of Incorporation) (Commission F |
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| May 21, 2013 |
CODE / Spansion Inc. / SLS Spansion Holdings, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 17, 2013 |
code201305168k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 15, 2013 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IR |
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| May 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 13, 2013 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Employer Identifi |
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| May 3, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 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 001-34747 SPANSION I |
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| April 30, 2013 |
Exhibit 2.1 STOCK PURCHASE AGREEMENT among Fujitsu Semiconductor Limited, Nihon Spansion Limited and Spansion LLC April 30, 2013 ARTICLE 1 TRANSACTIONS 1 Section 1.01 Transactions 1 Section 1.02 Purchase Price 3 Section 1.03 Other Agreements 4 Section 1.04 Fujitsu Pre-Closing Undertaking 5 Section 1.05 Allocation Procedures 5 Section 1.06 Withholding of Taxes 6 Section 1.07 Adjustment to Purchase |
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| April 30, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits code201304298k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2013 SPANSION INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-3474751666 (Commissi |
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| April 30, 2013 |
Spansion to Acquire Microcontroller and Analog Business from Fujitsu code201304298kex99-1.htm Exhibit 99.1 Spansion Inc. Fujitsu Limited Fujitsu Semiconductor Limited April 29, 2013 Spansion to Acquire Microcontroller and Analog Business from Fujitsu Broadens Product Portfolio for Embedded Markets and Supports Spansion’s Strategy to Expand Flash Memory-based Embedded Solutions SUNNYVALE, Calif., TOKYO and YOKOHAMA, Japan, April 29, 2013 - Spansion Inc. (NYSE: CODE) |
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| April 30, 2013 |
Exhibit 99.1 Spansion Inc. Reports First Quarter 2013 Results Spansion to Acquire Microcontroller and Analog Business from Fujitsu Sunnyvale, California, April 30, 2013 - Spansion Inc. (NYSE: CODE), a leading provider of Flash memory solutions, today announced operating results for its first quarter ended March 31, 2013. On a U.S. GAAP basis, Spansion reported first quarter net sales of $189.6 mil |
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| April 30, 2013 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2013 SPANSION INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-3474751666 (Commission File No.) 20-389 |
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| April 29, 2013 |
DEF 14A 1 codedef14a-060613.htm SCHEDULE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted |
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| February 26, 2013 |
As filed with the Securities and Exchange Commission on February 26, 2013 Registration No. |
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| February 25, 2013 |
Exhibit 10.36 OPTION AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS Dated September 20, 2011 by and between SPANSION LLC, a Delaware Limited Liability Company and PROMETHEUS REAL ESTATE GROUP, INC., A California Corporation TABLE OF CONTENTS Page 1. GRANT OF OPTION 1 2. OPTION CONSIDERATION 2 3. PURCHASE PRICE; PRICE PARTICIPATION 3 3.1 Purchase Price 3 3.2 Payment of |
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| February 25, 2013 |
SPANSION INC. LIST OF SUBSIDIARIES as of December 30, 2012 Exhibit 21.1 SPANSION INC. LIST OF SUBSIDIARIES as of December 30, 2012 Name of Subsidiary State or Jurisdiction in Which Incorporated or Organized Domestic Subsidiaries Spansion Technology LLC (1) Delaware Spansion LLC (2) Delaware Spansion International, Inc. (3) Delaware Spansion International Trading, Inc. (3) Delaware Foreign Subsidiaries Spansion (EMEA) SAS (3) France Nihon Spansion Limited |
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| February 25, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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 001-34747 SPANSION INC. |
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| February 21, 2013 |
AMENDED AND RESTATED SPANSION INC. ARTICLE I. code201302198kex3-2.htm Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SPANSION INC. ARTICLE I. OFFICES SECTION 1.1. Delaware Office. The office of Spansion Inc. (the “Corporation”) within the State of Delaware shall be in the City of Wilmington, County of New Castle. SECTION 1.2. Other Offices. The Corporation may also have an office or offices and keep the books and records of the Corporation, excep |
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| February 21, 2013 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year - FORM 8-K code201302198k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 15, 2013 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number |
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| February 14, 2013 |
CODE / Spansion Inc. / CHILTON INVESTMENT CO LLC - FORM SC-13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* Spansion Inc. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 84649R200 (CUSIP Number) December 31, |
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| February 13, 2013 |
CODE / Spansion Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #2 Under the Securities and Exchange Act of 1934 Spansion, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 84649R200 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| February 13, 2013 |
to Schedule 13G Joint Filing Agreement EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 12, 2013 in connection with their beneficial ownership of Spansion, Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make |
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| February 13, 2013 |
EX-99.I 2 d483463dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 11, 2013 |
CODE / Spansion Inc. / VANGUARD GROUP INC Passive Investment spansioninc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Spansion Inc Title of Class of Securities: Common Stock CUSIP Number: 84649R200 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designat |
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| January 29, 2013 |
Spansion Inc. Reports Fourth Quarter 2012 Results Exhibit 99.1 Spansion Inc. Reports Fourth Quarter 2012 Results Sunnyvale, California, Jan 29, 2013 - Spansion Inc. (NYSE: CODE), a leading innovator of Flash memory solutions, today announced operating results for its fourth fiscal quarter ended December 30, 2012. On a U.S. GAAP basis, Spansion reported fourth quarter net sales of $224.0 million, gross margin of 32.1%, operating income of $15.0 mi |
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| January 29, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 spansion8k-012913.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 29, 2013 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commi |
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| December 28, 2012 |
Unregistered Sales of Equity Securities - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2012 SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Employer Id |
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| December 19, 2012 |
Exhibit 10.3 AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT Dated as of December 13, 2012 among SPANSION INC., SPANSION TECHNOLOGY LLC, SPANSION LLC, and CERTAIN OF THEIR SUBSIDIARIES, party hereto from time to time, as Grantors, BARCLAYS BANK PLC, as Term Loan Authorized Representative, MORGAN STANLEY SENIOR FUNDING, INC., as Revolving Authorized Representative, and BARCLAYS BANK PLC, as Coll |
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| December 19, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 13, 2012 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Employer Ide |
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| December 19, 2012 |
AMENDMENT AND RESTATEMENT AGREEMENT Exhibit 10.1 Execution Version AMENDMENT AND RESTATEMENT AGREEMENT AMENDMENT AND RESTATEMENT AGREEMENT dated as of December 13, 2012 (this “Amendment and Restatement Agreement”), to the Existing Term Loan Agreement (as defined below), among SPANSION LLC, a Delaware limited liability company (the “Borrower”), SPANSION INC., a Delaware corporation (“Holdings”), SPANSION TECHNOLOGY LLC, a Delaware li |
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| December 19, 2012 |
Exhibit 10.2 REVOLVING CREDIT AGREEMENT Dated as of December 13, 2012 among SPANSION LLC, as the Borrower, SPANSION INC., and SPANSION TECHNOLOGY LLC, as the Guarantors, MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent and the Documentation Agent, MORGAN STANLEY BANK, N.A., as the Swing Line Lender and the Issuing Bank, BARCLAYS BANK PLC, as the Collateral Agent, The Lenders Party |
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| December 17, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 17, 2012 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Employer Ide |
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| December 17, 2012 |
Exhibit 99.1 |
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| December 5, 2012 |
CODE / Spansion Inc. / SLS Spansion Holdings, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 26, 2012 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 11/20/2012 Spansion Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34747 Delaware 20-3898239 (State or other jurisdiction of (IRS Employer inc |
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| October 31, 2012 |
AMENDMENT NO. 7 TO THE AMENDED AND RESTATED FOUNDRY AGREEMENT DATED SEPTEMBER 28, 2006 [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. |
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| October 31, 2012 |
AMENDMENT NO. 8 TO THE AMENDED AND RESTATED FUJITSU DISTRIBUTION AGREEMENT DATED DECEMBER 21, 2005 [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. |
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| October 31, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 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 001-34747 SPANSI |
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| October 25, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K code201210248k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 25, 2012 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) |
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| October 25, 2012 |
Spansion Inc. Reports Third Quarter 2012 Results code201210248kex99-1.htm Exhibit 99.1 Spansion Inc. Reports Third Quarter 2012 Results Sunnyvale, California, October 25, 2012 - Spansion Inc. (NYSE: CODE), a leading provider of Flash memory solutions, today announced operating results for its third fiscal quarter ended September 30, 2012. On a U.S. GAAP basis, Spansion reported third quarter net sales of $239.7 million, gross margin of 32.7%, op |
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| September 10, 2012 |
to Schedule 13G Joint Filing Agreement EX-99.II 3 d408357dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated September 10, 2012 in connection with their beneficial ownership of Spansion, Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which thi |
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| September 10, 2012 |
EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| September 10, 2012 |
CODE / Spansion Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment #1 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Spansion, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 84649R200 (CUSIP Number) August 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| August 3, 2012 |
FIRST AMENDMENT TO SORT SERVICES AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO SORT SERVICES AGREEMENT THIS FIRST AMENDMENT is made effective the 9th day of April, 2012 (the ?Effective Date?) by and between SPANSION LLC, having its principal place of business at 915 DeGuigne Drive, Sunnyvale, California, 94088-3453 (hereinafter referred to as ?Spansion?), and ChipMOS Technologies Inc., having its principal place of business at No. 1 R&D Rd. 1 |
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| August 3, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 31, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 31, 2012 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Employe |
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| July 31, 2012 |
EX-99.1 2 d388561dex991.htm PRESS RELEASE Exhibit 99.1 Spansion Inc. Reports Second Quarter 2012 Results Strong product momentum and focused execution on profitability and revenue growth Sunnyvale, California, July 31, 2012 – Spansion Inc. (NYSE: CODE), a leading innovator in Flash memory solutions for embedded markets, today announced operating results for its second fiscal quarter ended July 01, |
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| May 14, 2012 |
Submission of Matters to a Vote of Security Holders - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 11, 2012 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Employer |
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| May 1, 2012 |
Sale and Purchase Agreement Exhibit 10.1 Dated the 12th day of March 2012 Between SPANSION (KUALA LUMPUR) SDN BHD (AS VENDOR) And CURRENT CONNECTION SDN. BHD. (AS PURCHASER) SALE AND PURCHASE AGREEMENT H.S.(D) 236400, Lot P.T. 510 Pekan Hicom, District of Petaling, Selangor Darul Ehsan The Vendor’s Solicitor The Purchaser’s Solicitors Wong & Partners Advocates & Solicitors Level 21, The Gardens So |
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| May 1, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 25, 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 00 |
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| April 26, 2012 |
CORRESP 1 filename1.htm SPANSION INC. 915 DEGUIGNE DRIVE P.O. BOX 3453 SUNNYVALE, CA 94088 April 26, 2012 VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, DC 20549 Attention: Amanda Ravitz, Assistant Director Daniel Morris, Special Counsel Joseph McCann, Staff Attorney Re: Spansion Inc. Registration Statement on |
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| April 26, 2012 |
Spansion Inc. Reports First Quarter 2012 Results Press Release Exhibit 99.1 Spansion Inc. Reports First Quarter 2012 Results Sunnyvale, California, April 26, 2012 — Spansion Inc. (NYSE: CODE), a leading provider of Flash memory solutions, today announced operating results for its first fiscal quarter ended March 25, 2012. On a U.S. GAAP basis, Spansion reported first quarter net sales of $219 million, gross margin of 27.1%, operating loss of $4 |
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| April 26, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 26, 2012 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Employ |
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| April 10, 2012 |
Table of Contents As filed with the Securities and Exchange Commission on April 10, 2012 Registration No. |
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| April 10, 2012 |
140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES April 10, 2012 VIA EDGAR AND FEDEX Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, DC 20549-3720 Abu Dhabi Barcelona Beijing Boston Brussels Chicago Doha Dubai Frankfurt Hamburg Hong Kong Houston London Los Angel |
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| March 22, 2012 |
DEF 14A 1 d310424ddef14a.htm DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the C |
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| March 16, 2012 |
Entry into a Material Definitive Agreement - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2012 SPANSION INC. (Exact name of Registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Emplo |
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| March 13, 2012 |
Amendment No. 1 to Form S-3 Table of Contents As filed with the Securities and Exchange Commission on March 13, 2012 Registration No. 333 -180034 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 20-3898239 (State or |
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| March 12, 2012 |
Registration Rights Agreement Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT by and among SPANSION INC. and THE HOLDERS NAMED HEREIN Dated as of May 3, 2010 TABLE OF CONTENTS Page 1. Definitions 1 2. Securities Act Registration on Request 4 3. Piggyback Registration 9 4. Expenses 10 5. Registration Procedures 10 6. Underwritten Offerings 15 7. Preparation: Reasonable Investigation 17 8. Postponements 1 |
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| March 12, 2012 |
Table of Contents As filed with the Securities and Exchange Commission on March 12, 2012 Registration No. |
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| February 23, 2012 |
- REGISTRATION STATEMENT ON FORM S-8 Registration Statement on Form S-8 As filed with the Securities and Exchange Commission on February 23, 2012 Registration No. |
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| February 23, 2012 |
Exhibit 21.1 SPANSION INC. LIST OF SUBSIDIARIES as of December 25, 2011 Name of Subsidiary State or Jurisdiction in Which Incorporated or Organized Domestic Subsidiaries Spansion Technology LLC (1) Delaware Spansion LLC (2) Delaware Spansion International, Inc. (3) Delaware Spansion International Trading, Inc. (3) Delaware Foreign Subsidiaries Spansion (EMEA) SAS (3) France Nihon Spansion Limited |
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| February 23, 2012 |
[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. |
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| February 23, 2012 |
Exhibit 10.18(e) [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. FOURTH AMENDMENT TO FOUNDRY AGREEMENT Spansion and SMIC Amendment This fourth amendment (the “Fourth Amendment”) to the Foundry Agreement dated August 31, 2007, and as amended (th |
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| February 23, 2012 |
SEPARATION AGREEMENT AND RELEASE Separation Agreement and Release Exhibit 10.29 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between Ahmed Nawaz (“Executive”) and Spansion Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Executive is employed by the Company as its Executive Vice President, Wireless So |
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| February 23, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 23, 2012 |
Amendment No. 1 to Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 25, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition perio |
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| February 23, 2012 |
PATENT LICENSE AND SETTLEMENT AGREEMENT [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. |
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| February 23, 2012 |
AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT Exhibit 10.26(e) AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT This Amendment Number Four to Loan and Security Agreement (this “Amendment”), dated as of August 15, 2011, is entered into among SPANSION INC., a Delaware corporation (“Parent”), SPANSION LLC, a Delaware limited liability company (“Spansion”) and certain of Spansion’s subsidiaries party hereto (such subsidiaries together with Sp |
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| February 13, 2012 |
EX-99.(I) 2 d299086dex99i.htm IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investme |
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| February 13, 2012 |
CODE / Spansion Inc. / AMERIPRISE FINANCIAL INC - SCHEDULE 13G Passive Investment SC 13G 1 d299086dsc13g.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Spansion, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 84649R200 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 13, 2012 |
to Schedule 13G Joint Filing Agreement Joint Filing Agreement Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 13, 2012 in connection with their beneficial ownership of Spansion, Inc. |
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| February 2, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 30, 2012 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Empl |
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| January 26, 2012 |
Spansion Inc. Reports Fourth Quarter 2011 Results Press Release Exhibit 99.1 Spansion Inc. Reports Fourth Quarter 2011 Results Sunnyvale, California, January 26, 2012 — Spansion Inc. (NYSE: CODE), a leading provider of Flash memory solutions, today announced operating results for its fourth fiscal quarter ended December 25, 2011. On a U.S. GAAP basis, Spansion reported fourth quarter net sales of $220 million, operating loss of $63.9 million, net |
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| January 26, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 26, 2012 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Empl |
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| December 30, 2011 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 23, 2011 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Emp |
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| November 22, 2011 |
Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2011 SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Employer Id |
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| November 18, 2011 |
rrd291876329785.html SPANSION INC. POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Randy W. Furr and Scot A. Griffin, signing singly, the undersigned's true and lawful attorney-in-fact to: 1. Execute and deliver for and on behalf of the undersigned, the Form ID (Uniform Application for Access Codes to File on EDGAR) and any amendments or r |
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| November 4, 2011 |
PATENT LICENSE AND SETTLEMENT AGREEMENT [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. |
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| November 4, 2011 |
Filed Pursuant to 424(b)3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. |
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| November 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 25, 2011 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 Numbe |
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| November 3, 2011 |
As filed with the Securities and Exchange Commission on November 3, 2011 Amendment No. 4 to Form S-4 Table of Contents As filed with the Securities and Exchange Commission on November 3, 2011 Registration No. 333-174593 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPANSION LLC (Exact Name of Registrant as Specified in Its Charter) Delaware 3674 65-1180482 (Sta |
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| November 2, 2011 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 2, 2011 Date of Report (Date of earliest event reported) SPANSION INC. (Exact name of registrant as specified in its charter) Delaware 001-34747 20-3898239 (State of Incorporation) (Commission File Number) (IRS Empl |
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| November 2, 2011 |
Form 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 2, 2011 |
Amendment No. 2 to the Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 2) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 26, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the |
