Form 8-K Nov 08 2005
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
CREE,
INC.
(Exact
name of registrant as specified in its charter)
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North
Carolina
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0-21154
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56-1572719
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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4600
Silicon Drive
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Durham,
North Carolina
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27703
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(Address
of principal executive offices)
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(Zip
Code)
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(919)
313-5300
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
Adoption
of Cree Inc. Directors' Deferred Compensation Program
On
November 2, 2005, the Board of Directors of Cree, Inc. (the “Company”) adopted
the Cree, Inc. Directors' Deferred Compensation Program (the “Program”) to
become effective February 1, 2006 or as soon as administratively practicable
thereafter. The Board also approved the adoption of a grantor trust (the
“Trust”) pursuant to which amounts may be set aside, but remain subject to
claims of the Company’s creditors, for payments of liabilities under the
Program.
The
Program is designed to meet the requirements of Section 409A of the Internal
Revenue Code (the “Code”) and be exempt from the Employee
Retirement Income Security Act.
The
Program allows non-employee members of the Board of Directors to defer certain
retainer payments and meeting fees to a later payment date. Generally, there
will be an annual enrollment period at the end of each calendar year during
which eligible individuals would be permitted to elect to defer designated
retainer payments and meeting fees to be earned in the next calendar year.
A
participant may choose to receive payment upon his or her separation from
service or at a date specified in the election. Any specified date must be
at
least one year later than the date the payment would have been made in the
absence of a deferral election. A participant may choose to receive payment
in a
single lump sum in cash or in substantially equal annual cash installments
for
the number of years specified in the election (not to exceed ten) beginning
on
the designated payment date. Deferral elections and payment elections made
during an annual enrollment period will become irrevocable at the end of that
annual enrollment period. In the event of a “change of control” (as defined in
Section 409A of the Code), all deferred amounts would be distributed in a single
lump sum in cash.
The
Company intends to maintain the Trust for the purpose of tracking and accruing
amounts to pay benefits under the Program. Although the Company may contribute
to the Trust amounts equal to amounts deferred by participants under the
Program, it will not be obligated to do so. Participants will have no right
to
any assets of the Trust.
Participants
will have the ability to earn “deemed” or “shadow” interest on their deferred
amounts. The Company
intends for the investment
options to be the same as those that are available under the Company’s
tax-qualified Section 401(k) retirement plan. Participants will direct the
manner in which their deferred amounts will be deemed invested among the
investment options. Although the Company may direct
the Trustee to invest
the Trust assets in accordance with participant investment directions, the
Company will not be obligated to do so.
Shareholder
Approval of Amendments to 2004 Long-Term Incentive Compensation Plan
On
November 3, 2005, the shareholders of the Company approved amendments to
the
Company’s 2004 Long-Term Incentive Compensation Plan (the “LTIP”). The LTIP was
amended to increase the shares that may be issued under the LTIP by 2,000,000,
of which no more than 400,000 may be issued pursuant to awards of restricted
stock, stock units or performance units. The LTIP amendments also modified
the
restrictions on the types of awards that may be granted to non-employee
or outside directors. The amendments allow the Company to grant outside
directors non-qualified stock options, stock appreciation rights, restricted
stock or stock units, or any combination of the foregoing, subject to the
share
limits described below but without any other limitation as to the type of
award.
The
LTIP
amendments also modified the share limits on the number of shares that may
be
granted to outside directors in a fiscal year by providing an annual overall
limit of 20,000 shares for each outside director, regardless of the type of
award, of which no more than 10,000 shares may be awarded as restricted stock
or
stock units. These limits are maximum amounts only. The actual awards must
be
recommended by the Company’s Compensation Committee and approved by its Board of
Directors.
The
foregoing description of the amendments to the LTIP is subject to, and qualified
in its entirety by the LTIP, as amended, filed as Exhibit 10.1 to this report
on
Form 8-K and incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits
(c) Exhibits.
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Exhibit No.
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Description
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10.01
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2004
Long-Term Incentive Compensation Plan, as amended
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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.
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CREE,
INC.
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By:
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/s/
Charles M. Swoboda
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Charles
M. Swoboda
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Chairman,
Chief Executive Officer and
President
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Date:
November 8, 2005
EXHIBIT
INDEX
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Exhibit No.
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Description
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10.01
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2004
Long-Term Incentive Compensation Plan, as amended
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