As filed with the Securities and Exchange Commission on January 14, 2005
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CREE, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-1572719
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4600 Silicon Drive
Durham, North Carolina 27703
(Address of Principal Executive Offices) (Zip Code)
CREE, INC.
AMENDED AND RESTATED EQUITY COMPENSATION PLAN
(AS AMENDED AND RESTATED)
(Full title of the plan)
Cynthia B. Merrell
Chief Financial Officer and Treasurer
Cree, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
(919) 313-5300
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Adam H. Broome, Esq.
Cree, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share Offering Price Fee
--------------------------------------------------------------------------------
Common Stock, 5,358,777 $33.13 $177,536,282.01 $20,896.02
$0.00125 Par Value (1) (2) (2) (2)
--------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers such additional
shares of Common Stock as may be issued to prevent dilution of the shares
of Common Stock covered hereby resulting from stock splits, stock dividends
or similar transactions.
(2) Calculated solely for the purpose of this offering pursuant to Rule 457(h)
on the basis of the average of the high and low prices of the Common Stock
as reported on the Nasdaq National Market on January 11, 2005.
PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
This Registration Statement on Form S-8 is being filed by the Registrant to
register an additional 5,358,777 shares of the Common Stock of the Registrant,
$0.00125, par value, issuable under the Cree, Inc. Amended and Restated Equity
Compensation Plan (the "Plan"). As permitted by the rules of the Securities and
Exchange Commission (the "Commission"), this Registration Statement omits the
information specified in Part I of Form S-8 and consists of only those items
required by General Instruction E to Form S-8. The document containing the
information specified in Part I will be delivered to the participants in the
Plan as required by Rule 482(b) under the Securities Act of 1934. This document
is not being filed with the Commission as part of this Registration Statement or
a prospectus or prospectus supplement pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, the prior Registration
Statement relating to the Plan, Registration No. 333-92479 filed with the
Commission on December 12, 1999, remains effective, and the contents of such
Registration Statement are incorporated in this Registration Statement by this
reference.
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are hereby incorporated
by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended June
27, 2004, filed on August 20, 2004;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended September 26, 2004, filed on November 5, 2004, and the Registrant's
Current Reports on Form 8-K filed on October 7, 2004, October 14, 2004,
October 19, 2004, November 9, 2004 and January 13, 2005;
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on January 29, 1993,
and any amendments or reports filed for the purpose of updating such
description; and
(d) The description of the rights attached to the Registrant's Common Stock
contained in the Company's Registration Statement on Form 8-A filed on May
30, 2002, and any amendments or reports filed for the purpose of updating
such description.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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Item 5. Interests of Named Experts and Counsel
The validity of the securities being registered by this Registration
Statement will be passed upon for the Registrant by Smith, Anderson, Blount,
Dorsett, Mitchell & Jernigan, L.L.P., Raleigh, North Carolina. As of the date of
this Registration Statement, certain current individual attorneys with Smith,
Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. beneficially own an
aggregate of 3,750 shares of Cree, Inc. common stock.
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
5.1 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P. (Contained in Exhibit 5.1)
24.1 Power of Attorney (Contained on signature page)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Durham, State of North Carolina, on this 14th day of
January, 2005.
CREE, INC.
By: /s/ Charles M. Swoboda
-------------------------------------
Charles M. Swoboda
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Charles M. Swoboda and Cynthia B. Merrell, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
Chairman and Director January __, 2005
------------------------
F. Neal Hunter
/s/ Charles M. Swoboda President, Chief Executive January 14, 2005
------------------------ Officer and Director
Charles M. Swoboda (Principal Executive Officer)
/s/ Cynthia B. Merrell Chief Financial Officer and January 14, 2005
------------------------ Treasurer (Principal Financial
Cynthia B. Merrell Officer and Principal Accounting
Officer)
/s/ James E. Dykes Director January 12, 2005
------------------------
James E. Dykes
/s/ John W. Palmour Director January 12, 2005
------------------------
John W. Palmour, Ph.D.
/s/ Robert J. Potter Director January 12, 2005
------------------------
Robert J. Potter, Ph.D.
/s/ Dolph W. von Arx Director January 12, 2005
------------------------
Dolph W. von Arx
/s/ Harvey A. Wagner Director January 13, 2005
------------------------
Harvey A. Wagner
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
5.1 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P. (Contained in Exhibit 5.1)
24.1 Power of Attorney (Contained on signature page)
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