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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    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) - November 20, 2000


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                              SPECTRIAN CORPORATION
             (Exact name of registrant as specified in its charter)


           DELAWARE                                              77-0023003
(State or other jurisdiction of                                (IRS Employer
        Incorporation)                                       Identification No.)


                                     0-24360
                            (Commission File Number)


           350 West Java Drive                                           94089
          Sunnyvale, California                                       (Zip Code)
(Address of principal executive offices)


                                 (408) 745-5400
              (Registrant's telephone number, including area code)


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                                      [N/A]
             (Former name or address, if changed since last report)


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Item 5.  Other Events.

         On November 20, 2000, Spectrian Corporation ("Company") entered into an
Asset Purchase Agreement with Cree, Inc. and Zoltar Acquisition,  Inc. ("Buyer")
providing for the sale of certain assets comprising  Company's UltraRF division.
The assets to be sold  include  business  inventories,  equipment  and  tangible
property,   intangible  assets,  contract  rights,  records,   supplies,  rights
associated with prepaid expenses,  certain rights against third parties, certain
software and certain trade accounts receivable.

         The  aggregate  purchase  price to be paid by  Buyer  under  the  Asset
Purchase Agreement is to consist of stock consideration of approximately 908,000
shares of Cree common stock plus approximately $30 million in cash or additional
Cree shares, worth $30 million.

         Buyer  has  no  material  relationship  with  the  Company  or,  to the
knowledge of the Company,  with any of its  affiliates,  directors,  officers or
their associates.

         Attached as an Exhibit is a copy of the press  release of November  21,
2000, announcing the transaction.

Item 7.  Financial Statements and Exhibits.

          (a)  Not applicable.

          (b)  Not applicable.

          (c)  Exhibits.

         2.1      Asset Purchase  Agreement  dated as of November 20, 2000 among
                  Cree,   Inc.,   Zoltar   Acquisition,   Inc.   and   Spectrian
                  Corporation.

        99.1      Press Release dated November 21, 2000.





                                    SIGNATURE

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

                                         SPECTRIAN CORPORATION



                                        By: /s/ Michael D. Angel
                                           --------------------------------
                                           Michael D. Angel
                                           Executive Vice President, Finance
                                           and Administration,
                                           Chief Financial Officer and Secretary

Date: December 5, 2000





                                                   EXHIBIT INDEX

Exhibit No.   Description
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2.1           Asset Purchase Agreement dated as of November 20, 2000 among Cree,
              Inc., Zoltar Acquisition, Inc. and Spectrian Corporation.

99.1          Press Release of Spectrian Corporation, dated November 21, 2000.