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

LOGO

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.R.S. Employer Identification No.)

Registrant’s telephone number, including area code: (719) 481-7000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange act (17CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 31, 2012, Ramtron International Corporation (the “Company”) and Silicon Valley Bank (“SVB”) executed a Default Waiver and Consent Pursuant to Loan and Security Agreement (the “Waiver”), whereby SVB waived the Company’s default under the Amended and Restated Loan and Security Agreement dated as of February 29, 2012 (the “Loan Agreement”), as defined in the Loan Agreement. The Waiver specifically waives the Company’s compliance with the EBITDA requirement set forth in Section 6.9(b) of the Loan Agreement for the months of September 30, 2012 and October 31, 2012.

The Waiver also provides for consent by SVB for the stock purchase of the Company by Cypress Semiconductor Corporation and the resulting change of control.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits:


10.84		Default Waiver and Consent Pursuant to Loan and Security Agreement between the Company and Silicon Valley Bank, dated October 31, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RAMTRON INTERNATIONAL CORPORATION

/s/ Gery E. Richards

Gery E. Richards

Chief Financial Officer

(Principal Financial Officer and Duly Authorized Officer of the Registrant)

Dated: November 8, 2012

RAMTRON INTERNATIONAL CORP 8-K