RMTR / Ramtron International Corp - SEC-arkivering, Årsberetning, Fuldmagtserklæring

- FORM 15

Form 15 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: 000-17739 RAMTRON INTERNATIONAL CORPORATION (Exact name of registra

- POST-EFFECTIVE AMENDMENT

POST-EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on November 21, 2012 Registration No.

- POST-EFFECTIVE AMENDMENT

Post-Effective Amendment As filed with the Securities and Exchange Commission on November 21, 2012 Registration No.

FIRST AMENDMENT AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EX-10.1 3 d431450dex101.htm FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 16th day of November, 2012, by and between SILICON VALLEY BANK (“Bank”) and RAMTRON INTERNATIONAL CORPORATION,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders - 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 Date of Report (Date of earliest event reported): November 20, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Address of principal executive offices) (Zip Code) Delaware 0-17739 (State or other jurisdiction of incorporation or organization) (Commission File Number) 84-0962308 (I.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION RAMTRON INTERNATIONAL CORPORATION ARTICLE I

Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RAMTRON INTERNATIONAL CORPORATION ARTICLE I The name of the corporation is Ramtron International Corporation (the “Company”). ARTICLE II The address of the Company’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19

- POST-EFFECTIVE AMENDMENT

As filed with the Securities and Exchange Commission on November 21, 2012 Registration No.

- POST-EFFECTIVE AMENDMENT

POST-EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on November 21, 2012 Registration No.

- POST-EFFECTIVE AMENDMENT

POST-EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on November 21, 2012 Registration No.

- POST-EFFECTIVE AMENDMENT

Post-Effective Amendment As filed with the Securities and Exchange Commission on November 21, 2012 Registration No.

- POST-EFFECTIVE AMENDMENT

Post-Effective Amendment As filed with the Securities and Exchange Commission on November 21, 2012 Registration No.

CYPRESS SEMICONDUCTOR CORPORATION 2012 INCENTIVE AWARD PLAN (As amended and restated on November 19, 2012)

EX-10.2 4 d431450dex102.htm AMENDED AND RESTATED 2012 INCENTIVE AWARD PLAN Exhibit 10.2 CYPRESS SEMICONDUCTOR CORPORATION 2012 INCENTIVE AWARD PLAN (As amended and restated on November 19, 2012) 1. Establishment and Purpose of the Plan. The purpose of this 2012 Incentive Award Plan, as amended and restated, is to promote the interests of the Company and its stockholders by (i) helping to attract a

- POST-EFFECTIVE AMENDMENT

POST-EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on November 21, 2012 Registration No.

RMTR / Ramtron International Corp / CYPRESS SEMICONDUCTOR CORP /DE/ - SCHEDULE 13D AMENDMENT NO. 1 Activist Investment

Schedule 13D Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ramtron International Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 751907304 (CUSIP Number) T.J. Rodgers President and Chief Executive Officer Cypress Semiconductor Corpo

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Amendment No. 1 to Agreement and Plan of Merger Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of September 18, 2012 (the “Merger Agreement”), by and among Cypress Semiconductor Corporation, a Delaware corporation (“Parent”), Rain Acquisition Corp., a Delaware corporation and a whol

- POST-EFFECTIVE AMENDMENT

As filed with the Securities and Exchange Commission on November 21, 2012 Registration No.

- POST-EFFECTIVE AMENDMENT

Post-Effective Amendment As filed with the Securities and Exchange Commission on November 21, 2012 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): November 16, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Address of principal executive offices) (Zip Code) Delaware 0-17739 (State or other jurisdiction of incorporation or organization) (Commission File Number) 84-0962308 (I.

- POST-EFFECTIVE AMENDMENT

Post-Effective Amendment As filed with the Securities and Exchange Commission on November 21, 2012 Registration No.

- POST-EFFECTIVE AMENDMENT

Post-Effective Amendment As filed with the Securities and Exchange Commission on November 21, 2012 Registration No.

AMENDED AND RESTATED BYLAWS RAMTRON INTERNATIONAL CORPORATION (a Delaware corporation) (Adopted November 20, 2012) AMENDED AND RESTATED BYLAWS OF RAMTRON INTERNATIONAL CORPORATION ARTICLE I — MEETINGS OF STOCKHOLDERS

Amended and Restated Bylaws of Ramtron International Corporation Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF RAMTRON INTERNATIONAL CORPORATION (a Delaware corporation) (Adopted November 20, 2012) AMENDED AND RESTATED BYLAWS OF RAMTRON INTERNATIONAL CORPORATION ARTICLE I — MEETINGS OF STOCKHOLDERS 1.1 Place of Meetings. Meetings of stockholders of Ramtron International Corporation (the “Company”) sh

- POST-EFFECTIVE AMENDMENT

As filed with the Securities and Exchange Commission on November 21, 2012 Registration No.

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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: 0-17739 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 84-0962308 (State or other jurisdiction of incorporation or organization) (I.

DEFAULT WAIVER AND CONSENT PURSUANT TO LOAN AND SECURITY AGREEMENT

DEFAULT WAIVER AND CONSENT PURSUANT TO LOAN AND SECURITY AGREEMENT Exhibit 10.84 DEFAULT WAIVER AND CONSENT PURSUANT TO LOAN AND SECURITY AGREEMENT This DEFAULT WAIVER AND CONSENT Pursuant to Loan and Security Agreement (this “Consent”) is entered into this 31st day of October, 2012, by and between SILICON VALLEY BANK (“Bank”) and RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation (“Borrowe

Entry into a Material Definitive Agreement - 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 Date of Report (Date of earliest event reported): October 31, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Address of principal executive offices) (Zip Code) Delaware 0-17739 (State or other jurisdiction of incorporation or organization) (Commission File Number) 84-0962308 (I.

- DEFINITIVE PROXY STATEMENT

DEFM14A 1 d427137ddefm14a.htm DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION 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

RMTR / Ramtron International Corp / CYPRESS SEMICONDUCTOR CORP /DE/ - SCHEDULE 13D Activist Investment

SC 13D 1 d426717dsc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Ramtron International Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 751907304 (CUSIP Number) T.J. Rodgers President and Chief Executive Officer Cypress Semicondu

- PRELIMINARY PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION 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: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

JOINT FILING AGREEMENT

Joint Filing Agreement Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.

- AMENDMENT NO. 11 ON SCHEDULE TO

Amendment No. 11 on Schedule TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11) RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company (Issuer)) RAIN ACQUISITION CORP. a wholly owned subsidiary of CYPRESS SEMICONDUCTOR CORPORATION (Names of Fi

Cypress Semiconductor Completes Tender Offer for Ramtron International

Text of Press Release Issued by Cypress Exhibit (a)(5)(K) Contact: Brad W. Buss Cypress EVP Finance & Administration and CFO (408) 943-2754 Greenhill & Co., LLC (415) 216-4115 Georgeson Inc. (212) 440-9800 For Immediate Release Cypress Semiconductor Completes Tender Offer for Ramtron International SAN JOSE, Calif., October 18, 2012 – Cypress Semiconductor Corporation (NASDAQ: CY) announced today t

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Date of Report (Date of earliest event reported): October 10, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Address of principal executive offices) (Zip Code) Delaware 0-17739 84-0962308 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

Cypress Semiconductor Announces Successful Completion of Tender Offer for Ramtron International and Commences Subsequent Offering Period

EX-99.(A)(5)(J) 2 d368389dex99a5j.htm TEXT OF PRESS RELEASE ISSUED BY CYPRESS Exhibit (a)(5)(J) Contact: Brad W. Buss Cypress EVP Finance & Administration and CFO (408) 943-2754 Greenhill & Co., LLC (415) 216-4115 Georgeson Inc. (212) 440-9800 For Immediate Release Cypress Semiconductor Announces Successful Completion of Tender Offer for Ramtron International and Commences Subsequent Offering Peri

- AMENDMENT NO. 10 TO SCHEDULE TO

SC TO-T/A 1 d368389dsctota.htm AMENDMENT NO. 10 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10) RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company (Issuer)) RAIN ACQUISITION CORP. a wholly owned subsidiary of CYPRESS SEMICON

- AMENDMENT #5 TO SCHEDULE 14D-9

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company) RAMTRON INTERNATIONAL CORPORATION (Names of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 751907

Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) RAMTRON INTERNATIONAL CORPORATION $3.10 Net per Share RAIN ACQUISITION CORP. a wholly owned subsidiary of CYPRESS SEMICONDUCT

Revised Form of Letter of Clients Exhibit (a)(1)(K) Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) of RAMTRON INTERNATIONAL CORPORATION at $3.

NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock (including the associated preferred stock purchase rights) RAMTRON INTERNATIONAL CORPORATION Pursuant to the Offer to Purchase dated June 21, 2012, and the Amendment and Supplement to the

Exhibit (a)(1)(I) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock (including the associated preferred stock purchase rights) of RAMTRON INTERNATIONAL CORPORATION Pursuant to the Offer to Purchase dated June 21, 2012, and the Amendment and Supplement to the Offer to Purchase, dated September 25, 2012 of RAIN ACQUISITION CORP.

September 18, 2012

Confidentiality Agreement, dated as of September 18, 2012 Exhibit (e)(8) September 18, 2012 Cypress Semiconductor Corporation 198 Champion Court San Jose, California 95134-1599 Attention: T.

1

Letter to Stockholders, dated September 25, 2012 Exhibit (a)(20) September 25, 2012 Dear Fellow Stockholders: On September 18, 2012, Ramtron International Corporation (“Ramtron” or the “Company”) entered into a definitive agreement and plan of merger (the “Merger Agreement”) with Cypress Semiconductor Corporation (“Cypress”) and Rain Acquisition Corp.

Cypress Semiconductor Extends Offer to Acquire Ramtron International to Midnight, New York City Time, on October 9, 2012 —Offer Price of $3.10 Per Share— —Ramtron Board of Directors Has Unanimously Recommended that Stockholders Tender Their Shares—

Text of Release Issued by Cypress Exhibit (a)(5)(I) Contact: Brad W. Buss Cypress EVP Finance & Administration and CFO (408) 943-2754 Greenhill & Co., LLC (415) 216-4115 Georgeson Inc. (212) 440-9800 For Immediate Release Cypress Semiconductor Extends Offer to Acquire Ramtron International to Midnight, New York City Time, on October 9, 2012 —Offer Price of $3.10 Per Share— —Ramtron Board of Direct

Amendment and Supplement to the Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) Ramtron International Corporation $3.10 Net per Share Rain Acquisition Corp. a wholly owned s

Table of Contents Exhibit (a)(1)(G) Amendment and Supplement to the Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) of Ramtron International Corporation at $3.

AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock (including the associated preferred stock purchase rights) Ramtron International Corporation at an Increased Purchase Price of $3.10 Net per Share Pursuant to the Offer to Pu

Exhibit (a)(1)(H) AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock (including the associated preferred stock purchase rights) of Ramtron International Corporation at an Increased Purchase Price of $3.

- AMENDMENT NO. 9 ON SCHEDULE TO-T

SC TO-T/A 1 d368389dsctota.htm AMENDMENT NO. 9 ON SCHEDULE TO-T SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company (Issuer)) RAIN ACQUISITION CORP. a wholly owned subsidiary of CYPRESS SEMICON

Greenhill & Co., LLC Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) RAMTRON INTERNATIONAL CORPORATION $3.10 Net per Share RAIN ACQUISITION CORP. a wholly owned subsidiary o

EX-99.(A)(1)(J) 5 d368389dex99a1j.htm REVISED FORM OF LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES Exhibit (a)(1)(J) Greenhill & Co., LLC Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) of RAMTRON INTERNATIONAL CORPORATION at $3.10 Net per Share by RAIN ACQUISITION CORP. a wholly owned subsidiary of CYPRE

Cypress and Ramtron Reach Agreement on Merger - Cypress to Acquire Ramtron for $3.10 per Share in Cash -

Exhibit (a)(5)(H) Cypress Contact: Brad W. Buss EVP Finance & Administration and CFO (408) 943-2754 Ramtron Contact: Lee A. Brown VP Investor Relations and Corporate Affairs (719) 481-7213 [email protected] For Immediate Release Cypress and Ramtron Reach Agreement on Merger - Cypress to Acquire Ramtron for $3.10 per Share in Cash - SAN JOSE, California and COLORADO SPRINGS, Colorado, September

Fellow Ramtron Employees,

EX-99.4 7 d413527dex994.htm LETTER TO EMPLOYEES Exhibit 99.4 Fellow Ramtron Employees, Attached is a press release that we issued this morning announcing that Ramtron has entered into an agreement for a merger with Cypress Semiconductor, in which our stockholders will receive $3.10 per share in cash. We understand that you will have many questions about this announcement and its implications for e

Cypress and Ramtron Reach Agreement on Merger - Cypress to Acquire Ramtron for $3.10 per Share in Cash -

Joint Press Release by Cypress Semiconductor Corp and Ramtron International Corp Exhibit 99.

AGREEMENT AND PLAN OF MERGER BY AND AMONG CYPRESS SEMICONDUCTOR CORPORATION RAIN ACQUISITION CORP. RAMTRON INTERNATIONAL CORPORATION Dated as of September 18, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitio

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG CYPRESS SEMICONDUCTOR CORPORATION RAIN ACQUISITION CORP. AND RAMTRON INTERNATIONAL CORPORATION Dated as of September 18, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 10 1.3 Certain Interpretations 12 ARTICLE II THE OFFER 13 2.1 The Offer 13 2.2 Compa

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events - 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 Date of Report (Date of earliest event reported): September 18, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Address of principal executive offices) (Zip Code) Delaware 0-17739 (State or other jurisdiction of incorporation or organization) (Commission File Number) 84-0962308 (I.

- FORM 8-A/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 2) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 84-0962308 (State of incorporation or organization) (I.R.S. Employer Identifica

Amendment No. 2 to Rights Agreement, dated as of September 18, 2012, between Ramtron International Corporation and Computershare Trust Company, LLC, as Rights Agent.

Exhibit 4.1 Amendment No. 2 to Rights Agreement, dated as of September 18, 2012, between Ramtron International Corporation and Computershare Trust Company, LLC, as Rights Agent. This Amendment No. 2 to Rights Agreement (this “Amendment”) is effective as of September 18, 2012, and is by and between Computershare Trust Company, N.A., a Delaware corporation (“Agent”), having its principal place of bu

AGREEMENT AND PLAN OF MERGER BY AND AMONG CYPRESS SEMICONDUCTOR CORPORATION RAIN ACQUISITION CORP. RAMTRON INTERNATIONAL CORPORATION Dated as of September 18, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitio

Agreement and Plan of Merger Exhibit (d)(1) EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG CYPRESS SEMICONDUCTOR CORPORATION RAIN ACQUISITION CORP.

Dear Ramtron Customer,

EX-99.2 5 d413527dex992.htm LETTER TO CUSTOMERS Exhibit 99.2 Dear Ramtron Customer, As promised in our June 18 letter, we are contacting you immediately to notify you that Ramtron and Cypress Semiconductor have signed a definitive merger agreement under which Cypress will acquire Ramtron for $3.10 per share. A copy of the press release we issued this morning accompanies this letter. The transactio

Dear Ramtron Business Partner,

Letter to Business Partners Exhibit 99.3 Dear Ramtron Business Partner, As promised in our June 18 letter, we are contacting you immediately to notify you that Ramtron and Cypress Semiconductor have signed a definitive merger agreement under which Cypress will acquire Ramtron for $3.10 per share. A copy of the press release we issued this morning accompanies this letter. The transaction is expecte

- AMENDMENT #4 TO SCHEDULE 14D-9

AMENDMENT #4 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company) RAMTRON INTERNATIONAL CORPORATION (Names of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title

- AMENDMENT NO. 8 ON SCHEDULE TO-T

Amendment No. 8 on Schedule TO-T SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company (Issuer)) RAIN ACQUISITION CORP. a wholly owned subsidiary of CYPRESS SEMICONDUCTOR CORPORATION (Names of Fi

Cypress Semiconductor Extends Offer to Acquire Ramtron International

Exhibit (a)(5)(G) Contact: Brad W. Buss Cypress EVP Finance & Administration and CFO (408) 943-2754 Greenhill & Co., LLC (415) 216-4115 Georgeson Inc. (212) 440-9800 For Immediate Release Cypress Semiconductor Extends Offer to Acquire Ramtron International SAN JOSE, Calif., September 12, 2012 – Cypress Semiconductor Corporation (NASDAQ: CY) today announced that it has extended its tender offer to

- SCHEDULE 14A SOLICITING MATERIALS

DFAN14A 1 d368389ddfan14a.htm SCHEDULE 14A SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 x Check the appropriate

- AMENDMENT NO. 7 TO SCHEDULE TO

AMENDMENT NO. 7 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company (Issuer)) RAIN ACQUISITION CORP. a wholly owned subsidiary of CYPRESS SEMICONDUCTOR CORPORATION (Names of Fili

- AMENDMENT NO. 3 TO SCHEDULE 14D9

Amendment No. 3 to Schedule 14D9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company) RAMTRON INTERNATIONAL CORPORATION (Names of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Tit

- SOLICITING MATERIALS

Soliciting Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

RAMTRON TO REVIEW INCREASED UNSOLICITED TENDER OFFER FROM CYPRESS SEMICONDUCTOR

Exhibit (a)(13) NEWS FOR RELEASE: 08/28/2012, 8:00am ET IR and PR CONTACT: Lee A. Brown (719) 481-7213 [email protected] RAMTRON TO REVIEW INCREASED UNSOLICITED TENDER OFFER FROM CYPRESS SEMICONDUCTOR Colorado Springs, CO – August 28, 2012 — Ramtron International Corporation (Nasdaq: RMTR), a leading developer and supplier of nonvolatile ferroelectric random access memory (F-RAM) and integrate

- SOLICITING MATERIAL

Soliciting Material UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- AMENDMENT NO. 2 TO SCHEDULE 14D-9

Amendment No. 2 to Schedule 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company) RAMTRON INTERNATIONAL CORPORATION (Names of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Ti

- SCHEDULE 14A SOLICITING MATERIALS

DFAN14A 1 d368389ddfan14a.htm SCHEDULE 14A SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 x Check the appropriate

Cypress Semiconductor Increases All-Cash Offer for Ramtron International to $2.88 Per Share

Text of Press Release Issued by Cypress dated August 27, 2012 Exhibit (a)(5)(F) Contact: Brad W.

- SCHEDULE TO-TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)

Schedule TO-Tender Offer Statement Under Section 14(d)(1) Or 13(e) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

- DFAN14A

DFAN14A 1 d368389ddfan14a.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 x Check the appropriate box: ¨ Preliminary Proxy

- AMENDMENT NO. 5 TO SCHEDULE TO

Amendment No. 5 to Schedule TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company (Issuer)) RAIN ACQUISITION CORP. a wholly owned subsidiary of CYPRESS SEMICONDUCTOR CORPORATION (Names of Fili

Cypress Semiconductor Extends Offer to Acquire Ramtron International

Exhibit (a)(5)(E) Contact: Brad W. Buss Cypress EVP Finance & Administration and CFO (408) 943-2754 Greenhill & Co., LLC (415) 216-4115 Georgeson Inc. (212) 440-9800 For Immediate Release Cypress Semiconductor Extends Offer to Acquire Ramtron International SAN JOSE, Calif., August 20, 2012 – Cypress Semiconductor Corporation (NASDAQ: CY) today announced that it has extended its tender offer to acq

- DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting Materials Pursuant to § 240.

- AMENDMENT NO. 4 TO SCHEDULE TO

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company (Issuer)) RAIN ACQUISITION CORP. a wholly owned subsidiary of CYPRESS SEMICONDUCTOR CORPORATION (Names of Filing Persons (Offeror)) COMMON ST

Cypress Semiconductor Extends Offer to Acquire Ramtron International

Text of Press Release Issued by Cypress Exhibit (a)(5)(D) Contact: Brad W. Buss Cypress EVP Finance & Administration and CFO (408) 943-2754 Greenhill & Co., LLC (415) 216-4115 Georgeson Inc. (212) 440-9800 For Immediate Release Cypress Semiconductor Extends Offer to Acquire Ramtron International SAN JOSE, Calif., August 6, 2012 – Cypress Semiconductor Corporation (NASDAQ: CY) today announced that

Quarterly Report - FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 June 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: 0-17739 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 84-0962308 (State or other jurisdiction of incorporation or organization) (I.

- 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 Date of Report (Date of earliest event reported): July 24, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Address of principal executive offices) (Zip Code) Delaware 0-17739 (State or other jurisdiction of incorporation or organization) (Commission File Number) 84-0962308 (I.

RAMTRON REPORTS SECOND QUARTER 2012 FINANCIAL RESULTS

EX-99.1 2 d383952dex991.htm PRESS RELEASE Exhibit 99.1 Ramtron International Corporation News Release Nasdaq: RMTR NEWS FOR RELEASE: 7/24/12, 4:05pm ET CONTACT: Lee Brown (719) 481-7213 [email protected] RAMTRON REPORTS SECOND QUARTER 2012 FINANCIAL RESULTS COLORADO SPRINGS, CO—July 24, 2012 — U.S. semiconductor maker Ramtron International Corporation (Nasdaq: RMTR), a leading developer and su

RAMTRON AND ROHM SIGN F-RAM PRODUCT MANUFACTURING AGREEEMENT Ramtron places initial F-RAM product orders on ROHM’s production-ready F-RAM line

Press Release Exhibit 99.1 Ramtron International Corporation News Release Nasdaq: RMTR NEWS FOR RELEASE: 7/23/12, 8:30am ET CONTACT: Lee Brown (719) 481-7213 [email protected] RAMTRON AND ROHM SIGN F-RAM PRODUCT MANUFACTURING AGREEEMENT Ramtron places initial F-RAM product orders on ROHM’s production-ready F-RAM line COLORADO SPRINGS, CO— July 23, 2012 — U.S. semiconductor maker Ramtron Intern

Current Report

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 Date of Report (Date of earliest event reported): July 20, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Address of principal executive offices) (Zip Code) Delaware 0-17739 (State or other jurisdiction of incorporation or organization) (Commission File Number) 84-0962308 (I.

Cypress Semiconductor Extends Offer to Acquire Ramtron International All Antitrust and Regulatory Clearances Obtained

Text of Press Release Exhibit (a)(5)(c) Contact: Brad W. Buss Cypress EVP Finance & Administration and CFO (408) 943-2754 Greenhill & Co., LLC (415) 216-4115 Georgeson Inc. (212) 440-9800 For Immediate Release Cypress Semiconductor Extends Offer to Acquire Ramtron International All Antitrust and Regulatory Clearances Obtained SAN JOSE, Calif., July 20, 2012 – Cypress Semiconductor Corporation (NAS

- AMENDMENT NO. 3 TO SCHEDULE TO

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company (Issuer)) RAIN ACQUISITION CORP. a wholly owned subsidiary of CYPRESS SEMICONDUCTOR CORPORATION (Names of Filing Persons (Offeror)) COMMON ST

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on July 19, 2012 Registration No.

-

Response Letter FOUR EMBARCADERO CENTER, SUITE 3800 SAN FRANCISCO, CALIFORNIA 94111-5994 July 16, 2012 Mellissa Campbell Duru Special Counsel Office of Mergers & Acquisitions Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

- SCHEDULE 14D-9/A

Schedule 14D-9/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company) RAMTRON INTERNATIONAL CORPORATION (Names of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of S

STOCKHOLDER Q&A

Sorckholder Frequently Asked Questions Exhibit (a)(12) STOCKHOLDER Q&A 1. What is a tender offer? • A tender offer is generally an offer made directly to the stockholders of a target company to purchase some or all of the shares of the company subject to the satisfaction of certain conditions. Such an offer can be used to implement a negotiated transaction that the target company’s board of direct

CLASS ACTION COMPLAINT AND JURY DEMAND

Exhibit (a)(6) DISTRICT COURT, EL PASO COUNTY, COLORADO 270 S. Tejon P.O. Box 2980 Colorado Springs, CO 80901 EFILED Document CO El Paso County District Court 4th JD Filing Date: Jun 19 2012 5:00 PM MDT Filing ID: 44906737 Review Clerk: Rachael Maestas Plaintiff(s): PAUL DENT, Individually and on behalf of all others similarly situated, V. Defendant(s): RAMTRON INTERNATIONAL CORPORATION, ERIC A. B

1850 RAMTRON DRIVE COLORADO SPRINGS, COLORADO 80921

Exhibit (a)(8) 1850 RAMTRON DRIVE COLORADO SPRINGS, COLORADO 80921 July 5, 2012 Dear Fellow Stockholder: On June 21, 2012, Cypress Semiconductor Corporation (“Cypress”), through Rain Acquisition Corp.

- SCHEDULE 14D-9

Schedule 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company) RAMTRON INTERNATIONAL CORPORATION (Names of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 751907304

EXCERPTS FROM THE RAMTRON DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A

Excerpts from the Company's Definitive Proxy Statement on Schedule 14A Exhibit (e)(1) EXCERPTS FROM THE RAMTRON DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A Excerpts from the Ramtron International Corporation Definitive Proxy Statement on Schedule 14A relating to the 2012 Annual Meeting of Stockholders as filed with the Securities and Exchange Commission on April 23, 2012.

LETTER TO EMPLOYEES

Exhibit (a)(10) LETTER TO EMPLOYEES SUBJECT: BOARD OF DIRECTORS UNANMIOUSLY CONCLUDES CYPRESS’ UNSOLICITED TENDER OFFER IS INADEQUATE Fellow Ramtron Employees: I am writing to update you about Cypress’ unsolicited offer to acquire Ramtron for $2.

RAMTRON BOARD UNANIMOUSLY CONCLUDES CYPRESS’ UNSOLICITED TENDER OFFER IS INADEQUATE Board Unanimously Recommends Stockholders Not Tender Their Shares

Press Release Exhibit (a)(9) NEWS FOR RELEASE: 07/05/2012, 8:00am ET IR and PR CONTACT: Lee A.

LETTER TO BUSINESS PARTNERS

EX-99.(A)(11) 6 d376233dex99a11.htm LETTER TO BUSINESS PARTNERS DATED JULY 5, 2012 Exhibit (a)(11) LETTER TO BUSINESS PARTNERS SUBJECT: BOARD OF DIRECTORS UNANMIOUSLY CONCLUDES CYPRESS’ UNSOLICITED TENDER OFFER IS INADEQUATE Dear Ramtron Business Partner, I am writing you to provide you with an update on the unsolicited tender offer from Cypress to acquire Ramtron for $2.68 per share. As you may h

-

Correspondence [Ramtron International Corporation Letterhead] July 3, 2012 Mr. Kevin L. Vaughn Accounting Branch Chief Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Ramtron International Corporation Form 10-K for the Year Ended December 31, 2011, Filed March 7, 2012 Form 8-K Dated April 19, 2012, Filed April 19, 2012 File No. 000-177

- AMENDMENT NO. 2 TO SCHEDULE TO

Amendment No. 2 to Schedule TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company (Issuer)) RAIN ACQUISITION CORP. a wholly owned subsidiary of CYPRESS SEMICONDUCTOR CORPORATION (Names of Fili

- AMENDMENT NO. 1 TO SCHEDULE TO

Amendment No. 1 to Schedule TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company (Issuer)) RAIN ACQUISITION CORP. a wholly owned subsidiary of CYPRESS SEMICONDUCTOR CORPORATION (Names of Fili

Greenhill & Co., LLC Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) RAMTRON INTERNATIONAL CORPORATION $2.68 Net per Share RAIN ACQUISITION CORP. a wholly owned subsidiary o

EX-99.(A)(1)(D) 5 d368389dex99a1d.htm FORM OF LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHERS Exhibit (a)(1)(D) Greenhill & Co., LLC Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) of RAMTRON INTERNATIONAL CORPORATION at $2.68 Net per Share by RAIN ACQUISITION CORP. a wholly owned subsidiary of CY

Cypress Semiconductor Commences Tender Offer for Ramtron International for $2.68 Per Share in Cash Increased Offer Price Provides Substantial Immediate Value to Ramtron Stockholders

Exhibit (a)(5)(B) Contact: Brad W. Buss Cypress EVP Finance & Administration and CFO (408) 943-2754 Greenhill & Co., LLC (415) 216-4115 For Immediate Release Cypress Semiconductor Commences Tender Offer for Ramtron International for $2.68 Per Share in Cash Increased Offer Price Provides Substantial Immediate Value to Ramtron Stockholders SAN JOSE, Calif., June 21, 2012 – Cypress Semiconductor Corp

- SCHEDULE TO

Schedule TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company (Issuer)) RAIN ACQUISITION CORP. a wholly owned subsidiary of CYPRESS SEMICONDUCTOR CORPORATION (Names of Filing Persons (Offeror)) COMMON STOCK, P

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) Ramtron International Corporation $2.68 Net per Share Rain Acquisition Corp. a wholly owned subsidiary Cypress Semi

Exhibit (a)(1)(F) This announcement is not an offer to purchase or a solicitation of an offer to sell Shares (as defined below).

Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) RAMTRON INTERNATIONAL CORPORATION $2.68 Net per Share RAIN ACQUISITION CORP. a wholly owned subsidiary of CYPRESS SEMICONDUCT

Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) of RAMTRON INTERNATIONAL CORPORATION at $2.

LETTER OF TRANSMITTAL To Tender Shares of Common Stock (including the associated preferred stock purchase rights) Ramtron International Corporation Pursuant to the Offer to Purchase dated June 21, 2012 Rain Acquisition Corp. a wholly owned subsidiary

EX-99.(A)(1)(B) 3 d368389dex99a1b.htm FORM OF LETTER OF TRANSMITTAL Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock (including the associated preferred stock purchase rights) of Ramtron International Corporation Pursuant to the Offer to Purchase dated June 21, 2012 of Rain Acquisition Corp. a wholly owned subsidiary of Cypress Semiconductor Corporation THE OFFER AND WITHDR

NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock (including the associated preferred stock purchase rights) RAMTRON INTERNATIONAL CORPORATION Pursuant to the Offer to Purchase dated June 21, 2012 RAIN ACQUISITION CORP. a wholly owned su

Form of Notice of Guaranteed Delivery Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock (including the associated preferred stock purchase rights) of RAMTRON INTERNATIONAL CORPORATION Pursuant to the Offer to Purchase dated June 21, 2012 of RAIN ACQUISITION CORP.

Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) Ramtron International Corporation $2.68 Net per Share Rain Acquisition Corp. a wholly owned subsidiary Cypress Semiconductor

Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) of Ramtron International Corporation at $2.

AMENDMENT NO. 1 OF CHANGE IN CONTROL SEVERANCE AGREEMENT

Amendment No.1 of Change in Control Severance Agreement with Peter Zimmer Exhibit 99.2 AMENDMENT NO. 1 OF CHANGE IN CONTROL SEVERANCE AGREEMENT This AMENDMENT NO. 1 OF CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Amendment”) is entered into this 14th day of June, 2012 (the “Effective Date”), by and between Pete Zimmer (“Executive”) and Ramtron International Corporation, a Delaware corporation (the

- 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 Date of Report (Date of earliest event reported): June 14, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Address of principal executive offices) (Zip Code) Delaware 0-17739 84-0962308 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

AMENDMENT NO. 1 OF SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT

Amended and Restated Change in Control Severance Agreement w/ Eric Balzer Exhibit 99.

CHANGE IN CONTROL SEVERANCE AGREEMENT

Change in Control Severance Agreement with Gery Richard Exhibit 99.3 CHANGE IN CONTROL SEVERANCE AGREEMENT This Change in Control Severance Agreement (this “Agreement”) is entered into this 14th day of June, 2012 (the “Effective Date”), by and between Gery E. Richards (“Executive”) and Ramtron International Corporation, a Delaware corporation (the “Company”). Whereas, the Board of Directors of the

CHANGE IN CONTROL SEVERANCE AGREEMENT

Change in Control Severance Agreement with Ying Shiau Exhibit 99.4 CHANGE IN CONTROL SEVERANCE AGREEMENT This Change in Control Severance Agreement (this “Agreement”) is entered into this 14th day of June, 2012 (the “Effective Date”), by and between Ying Shiau (“Executive”) and Ramtron International Corporation, a Delaware corporation (the “Company”). Whereas, the Board of Directors of the Company

Dear Ramtron Business Partner,

LETTER TO PARTNERS AND DISTRIBUTORS Exhibit 99.3 Dear Ramtron Business Partner, This morning, we announced a response to the June 12 unsolicited proposal from Cypress Semiconductor to acquire the Company for $2.48 per share. After a careful and thorough review of the proposal, the Ramtron Board of Directors, with the assistance of its financial and legal advisors, concluded that the proposal does

RAMTRON RESPONDS TO UNSOLICITED PROPOSAL FROM CYPRESS SEMICONDUCTOR Company to Explore Strategic Alternatives

PRESS RELEASE Exhibit 99.1 NEWS FOR RELEASE: 06/18/2012, 8:00am ET IR and PR CONTACT: Lee A. Brown (719) 481-7213 [email protected] RAMTRON RESPONDS TO UNSOLICITED PROPOSAL FROM CYPRESS SEMICONDUCTOR Company to Explore Strategic Alternatives Colorado Springs, CO – June 18, 2012 — Ramtron International Corporation (Nasdaq: RMTR), a leading developer and supplier of nonvolatile ferroelectric ran

- SCHEDULE 14D-9

SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company) RAMTRON INTERNATIONAL CORPORATION (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.

Fellow Ramtron Employees:

LETTER TO EMPLOYEES Exhibit 99.2 Fellow Ramtron Employees: As mentioned in my June 12 letter to you, we intend to do our best to keep you informed about the developments related to the unsolicited proposal we received from Cypress Semiconductor. To that end, I want to share with you some news. This morning we announced that our Board of Directors, after a careful review of the proposal with its fi

AMENDED AND RESTATED BYLAWS OF RAMTRON INTERNATIONAL CORPORATION

AMENDED AND RESTATED BYLAWS OF THE COMPANY, AS AMENDED Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF RAMTRON INTERNATIONAL CORPORATION ARTICLE 1 - Stockholders 1.1 Place of Meetings. All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors or the Chairman of the Board or, if there be no Chairman o

Current Report

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 Date of Report (Date of earliest event reported): June 16, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Address of principal executive offices) (Zip Code) Delaware 0-17739 (State or other jurisdiction of incorporation or organization) (Commission File Number) 84-0962308 (I.

- FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on June 15, 2012 Registration No.

- SCHEDULE 14D-9

Schedule 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company) RAMTRON INTERNATIONAL CORPORATION (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.

RAMTRON CONFIRMS RECEIPT OF UNSOLICITED PROPOSAL FROM CYPRESS SEMICONDUCTOR

Press Release of Ramtron International Corporation Exhibit 99.2 Ramtron International Corporation News Release N a s d a q: R M T R NEWS FOR RELEASE: 06/13/2012, 8:00am ET IR and PR CONTACT: Lee A. Brown (719) 481-7213 [email protected] RAMTRON CONFIRMS RECEIPT OF UNSOLICITED PROPOSAL FROM CYPRESS SEMICONDUCTOR Colorado Springs, CO – June 13, 2012 — Ramtron International Corporation (Nasdaq: R

- 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 Date of Report (Date of earliest event reported): June 12, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Address of principal executive offices) (Zip Code) Delaware 0-17739 (State or other jurisdiction of incorporation or organization) (Commission File Number) 84-0962308 (I.

- SCHEDULE 14D-9

Schedule 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company) RAMTRON INTERNATIONAL CORPORATION (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.

Fellow Ramtron Employees:

E-mail to Ramtron International Corporation Exhibit 99.1 Fellow Ramtron Employees: As you may have seen this morning Cypress Semiconductors has made a proposal to acquire Ramtron. Until we issue a formal disclosure, the company cannot publicly comment on the matter. I recognize that you may have questions, but for all of us, it really needs to be business as usual. It is important that we remain f

- SCHEDULE TO-C

Schedule TO-C SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 RAMTRON INTERNATIONAL CORPORATION (Name of Subject Company (Issuer)) CYPRESS SEMICONDUCTOR CORPORATION (Names of Filing Persons (Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securi

Current Report

8-K 1 d366577d8k.htm 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 Date of Report (Date of earliest event reported): June 5, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Addre

RAMTRON NAMES GERY E. RICHARDS AS CHIEF FINANCIAL OFFICER

Press Release Exhibit 99.1 Ramtron International Corporation News Release N a s d a q : R M T R NEWS FOR RELEASE: 5/9/2012, 8:30am ET CONTACT: Lee Brown (719) 481-7213 [email protected] RAMTRON NAMES GERY E. RICHARDS AS CHIEF FINANCIAL OFFICER COLORADO SPRINGS, CO — May 9, 2012 — U.S. semiconductor maker Ramtron International Corporation (Nasdaq:RMTR) announced today that it has named its interim

Current Report

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 Date of Report (Date of earliest event reported): May 7, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Address of principal executive offices) (Zip Code) Delaware 0-17739 (State or other jurisdiction of incorporation or organization) (Commission File Number) 84-0962308 (I.

Quarterly Report - FORM 10-Q

Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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, 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: 0-17739 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 84-0962308 (State or other jurisdiction of incorporation or organization) (I.

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

RAMTRON REPORTS FIRST-QUARTER 2012 FINANCIAL RESULTS

EX-99.1 2 d336519dex991.htm PRESS RELEASE EXHIBIT 99.1 Ramtron International Corporation News Release N a s d a q : R M T R NEWS FOR RELEASE: 4/19/2012, 4:05pm ET CONTACT: Lee Brown (719) 481-7213 [email protected] RAMTRON REPORTS FIRST-QUARTER 2012 FINANCIAL RESULTS COLORADO SPRINGS, CO—April 19, 2012 — U.S. semiconductor maker Ramtron International Corporation (Nasdaq: RMTR), a leading devel

Current Report

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 Date of Report (Date of earliest event reported): April 19, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Address of principal executive offices) (Zip Code) Delaware 0-17739 (State or other jurisdiction of incorporation or organization) (Commission File Number) 84-0962308 (I.

Subsidiaries of the Registrant

Subsidiaries of Registrant. Exhibit 21.1 Subsidiaries of the Registrant Name: Ramtron K.K. Incorporated in Japan Doing Business as: Ramtron K.K. Name: Ramtron LLC Organized in the State of Colorado Doing Business as: Ramtron LLC Name: Ramtron Canada Inc. Incorporated in Canada Doing Business as: Ramtron Canada Inc. Name: Ramtron Asia Limited Incorporated in Hong Kong and China Doing Business as: R

Annual Report - FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Entry into a Material Definitive Agreement - 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 Date of Report (Date of earliest event reported): February 29, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Address of principal executive offices) (Zip Code) Delaware 0-17739 (State or other jurisdiction of incorporation or organization) (Commission File Number) 84-0962308 (I.

LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY)

Loan and Security Agreement (EX-IM Loan Facility) Exhibit 10.83 LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY) THIS LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY) (“EX-IM AGREEMENT”) dated as of the Closing Date, between SILICON VALLEY BANK (“Bank”), a California corporation, and RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation (“Borrower”), provides the terms on which Bank will len

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.82 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 29, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower sh

Current Report

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 Date of Report (Date of earliest event reported): February 16, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Address of principal executive offices) (Zip Code) Delaware 0-17739 (State or other jurisdiction of incorporation or organization) (Commission File Number) 84-0962308 (I.

RAMTRON REPORTS FOURTH-QUARTER AND FULL-YEAR 2011 FINANCIAL RESULTS

Press Release Exhibit 99.1 NEWS FOR RELEASE: 2/16/2012, 4:05 pm ET CONTACT: Lee Brown (719) 481-7213 [email protected] RAMTRON REPORTS FOURTH-QUARTER AND FULL-YEAR 2011 FINANCIAL RESULTS COLORADO SPRINGS, CO—February 16, 2012 — U.S. semiconductor maker Ramtron International Corporation (Nasdaq: RMTR), a leading developer and supplier of nonvolatile ferroelectric random access memory (F-RAM) an

Entry into a Material Definitive Agreement

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 Date of Report (Date of earliest event reported): January 31, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO (Address of principal executive offices) 80921 (Zip Code) Delaware 0-17739 (State or other jurisdiction of incorporation or organization) (Commission File Number) 84-0962308 (I.

NINTH AMENDMENT LOAN AND SECURITY AGREEMENT

Ninth Amendment to Loan and Security Agreement Exhibit 10.80 NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This NINTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 31st day of January, 2012, by and between SILICON VALLEY BANK (“Bank”) and RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation (“Borrower”), whose address is 1850 Ramtron Drive, Colorado Springs

THIRD AMENDMENT LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY)

Third Amendment to Loan and Security Agreement Exhibit 10.81 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY) This THIRD AMENDMENT to Loan and Security Agreement (Ex-Im Loan Facility) (this “Amendment”) is entered into this 31st day of January, 2012, by and between SILICON VALLEY BANK (“Bank”) and RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation (“Borrower”), whose add

RAMTRON SHIPS CUSTOM F-RAM DEVICE BUILT ON IBM MANUFACTURING LINE

Press Release Exhibit 99.1 Ramtron International Corporation News Release N a s d a q : R M T R NEWS FOR RELEASE: 1/10/2012, 8:30am ET CONTACT: Lee Brown (719) 481-7213 [email protected] RAMTRON SHIPS CUSTOM F-RAM DEVICE BUILT ON IBM MANUFACTURING LINE COLORADO SPRINGS, CO— January 10, 2012 — U.S. semiconductor maker Ramtron International Corporation (Nasdaq: RMTR), a leading developer and sup

- 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 Date of Report (Date of earliest event reported): January 10, 2012 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Address of principal executive offices) (Zip Code) Delaware 0-17739 (State or other jurisdiction of incorporation or organization) (Commission File Number) 84-0962308 (I.

SECOND AMENDMENT LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY)

EX-10.78 3 d274964dex1078.htm SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 10.78 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY) This SECOND AMENDMENT to Loan and Security Agreement (Ex-Im Loan Facility) (this “Amendment”) is entered into this 31st day of December, 2011, by and between SILICON VALLEY BANK (“Bank”) and RAMTRON INTERNATIONAL CORPORATION, a Delaware c

RELEASE AGREEMENT

Release Agreement Exhibit 10.79 RELEASE AGREEMENT This Release Agreement (this “Release”), dated as of December 30, 2011, is between SILICON VALLEY BANK (“Bank”) and RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation (“Borrower”), whose address is 1850 Ramtron Drive, Colorado Springs, Colorado 80921. Recitals A. Bank and Borrower have entered into that certain Amended and Restated Loan and

EIGHTH AMENDMENT LOAN AND SECURITY AGREEMENT

EX-10.77 2 d274964dex1077.htm EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 10.77 EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This EIGHTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 31st day of December, 2011, by and between SILICON VALLEY BANK (“Bank”) and RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation (“Borrower”), whose address is 18

Entry into a Material Definitive Agreement

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 Date of Report (Date of earliest event reported): December 30, 2011 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) 1850 Ramtron Drive, Colorado Springs, CO 80921 (Address of principal executive offices) (Zip Code) Delaware 0-17739 (State or other jurisdiction of incorporation or organization) (Commission File Number) 84-0962308 (I.