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)

(408) 962-2500

(Registrant’s telephone number, including area code)

N/A

(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 obligation 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 (17 CFR 240.14d-2(b))

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

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

On August 15, 2014, Mr. O.C. Kwon was elected to the Spansion Inc. (the “Company”) Board of Directors (the “Board”). Mr. Kwon will serve as a Class II director. The Company will provide Mr. Kwon with the standard compensation approved for non-employee directors, as described in the Company’s 2014 Proxy Statement, and the Company’s standard form of indemnification agreement for members of the Board. A copy of the press release announcing the election of Mr. Kwon to the Company’s Board is furnished as Exhibit 99.1 to this report. Mr. Kwon was not presently appointed to any committees of the Board.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

[Signature Page Follows]

SIGNATURES

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

EXHIBIT INDEX

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 currently senior advisor to SK Hynix and before that was CEO of SK Hynix.

“We are extremely pleased to welcome O.C. to Spansion’s Board of Directors. O.C is an international figure in the semiconductor industry," said John Kispert, CEO of Spansion. “He brings both leadership experience and a strong semiconductor background to Spansion’s Board and will be an excellent asset to the company.”

Kwon has served in many leadership positions in areas such as business management, development, marketing, strategic planning and manufacturing. Before his leadership appointment at SK Hynix, he held several positions with Hynix and Hyundai Electronics America. During his tenure at Hynix, he was part of many initiatives critical to the company’s business restructuring, recapitalization, strategic alliances and new business development. Most notable was his leadership in Hynix’s entry into the NAND Flash market in collaboration with ST Micro, and establishing the company’s manufacturing facility in Wuxi, China, which now produces about half of the total DRAM output of SK Hynix.

“It’s an exciting time to join Spansion’s Board, especially given the momentum in the business,” said Kwon. “I’m looking forward to working with the company’s Board of Directors, and being part of Spansion’s transformation as it continues to position itself for long-term growth and global leadership in embedded systems.”

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About Spansion

Spansion (NYSE: CODE) is a global leader in embedded systems solutions. Spansion's Flash memory, microcontrollers, analog and mixed-signal products drive the development of faster, intelligent, secure and energy efficient electronics. Spansion is at the heart of electronics systems, connecting, controlling, storing and powering everything from automotive electronics and industrial systems to the highly interactive and immersive consumer devices that are enriching people's daily lives. For more information, visit http://www.spansion.com

Spansion®, the Spansion logo, MirrorBit®, and combinations thereof, are trademarks or registered trademarks of Spansion LLC in the United States and other countries. Other names used are for informational purposes only and may be trademarks of their respective owners.

Spansion Press Contact:

Michele Landry

+1408-616-3817

Michele.landry@spansion.com

Spansion Investor Relations Contact:

Rahul Mathur

+1408-616-6682

rahul.mathur@spansion.com