As filed with the Securities and Exchange Commission on December 10, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
Registration Statement
under
the Securities Act of 1933
CREE RESEARCH, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-1572719
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4600 Silicon Drive
Durham, North Carolina 27703
(Address of Principal Executive Offices) (Zip Code)
CREE RESEARCH, INC.
AMENDED AND RESTATED EQUITY COMPENSATION PLAN
(AS AMENDED AND RESTATED)
(Full title of the plan)
F. Neal Hunter, Chairman
Cree Research, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
(Name and address of agent for service)
(919) 313-5300
(Telephone number, including area code, of agent for service)
Copy to:
Gerald F. Roach, Esq.
SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.
2500 First Union Capitol Center
Raleigh, North Carolina 27601
(919) 821-1220
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum Amount of
securities Amount to offering price aggregate registration
to be registered be registered per share offering price fee
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Common Stock, 4,800,000 (1) $64.75 (2) $310,800,000 (2) $82,051.20
$0.0025 par value shares
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(1) Plus such indeterminate number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the plan.
(2) This price is estimated solely for the purpose of calculating the
registration fee. Pursuant to Rules 457(c) and (h), shares that may be the
subject of the Plan are deemed to be offered at $64.75 per share, the
average of the high and low prices for the Registrant's Common Stock on
December 3, 1999 in the Nasdaq National Market System.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, this Registration Statement
is filed solely to register an additional 4,800,000 shares of the Common Stock
of Cree Research, Inc. (the "Company") under the Cree Research, Inc. Amended and
Restated Equity Compensation Plan (the "Plan"). An aggregate of 2,080,000 shares
were previously registered for issuance under the Plan on Form S-8 Registration
Statement No. 33-98956, filed with the U.S. Securities and Exchange Commission
(the "Commission") on or about November 3, 1995. Pursuant to General Instruction
E, the contents of the Company's Form S-8 Registration Statement referenced
above are hereby incorporated herein by reference.
Item 3. Incorporation of Documents by Reference
The following documents have been filed with the Commission and are
incorporated herein by reference:
a) The Company's Annual Report on Form 10-K for the year ended June 27,
1999.
b) The Company's Quarterly Report on Form 10-Q for the period ended
September 26, 1999.
c) The Company's Current Report on Form 8-K dated July 13, 1999.
d) The description of the Company's common stock contained in its
registration statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934.
All documents filed by the Company subsequent to the date hereof 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 under
the Plan 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.
Item 8. Exhibits
The following exhibits are filed as a part of this Registration Statement:
Exhibit
Number Description of Exhibit
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4.01(1) Amended and Restated Articles of Incorporation
4.02(1) Amended and Restated Bylaws
5 Legal opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
LLP (Included in Exhibit 5)
24 Power of Attorney (Contained on signature page).
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(1) Exhibit to the Company's Annual Report on Form 10-K for the year ended
June 27, 1999 as filed with the Commission and incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 December 10,
1999.
CREE RESEARCH, INC.
By: /s/ F. NEAL HUNTER
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F. Neal Hunter
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints F. Neal Hunter and Cynthia B. Merrell and each of them,
each with full power to act without the other, his true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, and to
file the same, with all exhibits thereto, and other 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 for all intents and purposes as he or she 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, this Registration
Statement has been signed by the following persons on December 10, 1999 in the
capacities indicated.
Signature Title
/s/ F. NEAL HUNTER Chairman and Chief Executive Officer
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F. Neal Hunter
/s/ CYNTHIA B. MERRELL Chief Financial Officer and Treasurer
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Cynthia B. Merrell Officer)
/s/ CALVIN H. CARTER, JR. Director
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Calvin H. Carter, Jr., Ph.D.
/s/ JAMES E. DYKES Director
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James E. Dykes
Director
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Michael W. Haley
/s/ WALTER L. ROBB Director
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Walter L. Robb, Ph.D.
/s/ DOLPH W. VON ARX Director
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Dolph W. Von Arx
Director
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John W. Palmour, Ph.D.
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.01(1) Amended and Restated Articles of Incorporation
4.02(1) Amended and Restated Bylaws
5 Legal opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
LLP (Included in Exhibit 5)
24 Power of Attorney (Contained on signature page).
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(1) Exhibit to the Company's Annual Report on Form 10-K for the year ended
June 27, 1999 as filed with the Commission and incorporated herein by
reference.