As filed with the Securities and Exchange Commission on April 30, 2003
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
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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. 1999 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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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)
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Copy to:
Adam H. Broome, Esq.
Cree, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
(919) 313-5300
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities Amount To Be Proposed Maximum Offering Proposed Maximum Amount of
To Be Registered Registered Price Per Share Aggregate Offering Price Registration Fee
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Common Stock,
$0.00125 Par Value 750,000 (1) $19.485 (2) $14,613,750 (2) $1,182.25 (2)
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional shares of Common Stock
as may be issued pursuant to the anti-dilution provisions set forth in the
Cree, Inc. 1999 Employee Stock Purchase Plan, as amended.
(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 April 28, 2003.
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INCORPORATION OF PREVIOUS REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed by the Registrant to
register an additional 750,000 shares of the Common Stock of the Registrant,
$0.00125, par value, issuable under the Cree, Inc. 1999 Employee Stock Purchase
Plan and consists of only those items required by General Instruction E to Form
S-8. Pursuant to General Instruction E of Form S-8, the contents of the
Registrant's Registration Statement on Form S-8, Registration No. 333-92477,
filed with the Securities and Exchange Commission on December 10, 1999, are
hereby incorporated in this Registration Statement by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 2002, filed with the Securities and Exchange Commission on August 19,
2002;
(b) The Registrant's Quarterly Report Reports on Form 10-Q for the fiscal
periods ended September 29, 2002, December 29, 2002, and March 30, 2003, filed
with the Securities and Exchange Commission on October 29, 2002, January 31,
2003, and April 29, 2003, respectively;
(c) All other reports filed by Cree pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the Annual Report on Form 10-K referred to in
paragraph (a) above; and
(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission under Section 12 of the Securities Exchange Act of 1934.
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 into 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 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.
Item 8. Exhibits.
Exhibit No. Description
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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).
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
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 Raleigh, State of North Carolina, on this 30th day of
April, 2003.
CREE, INC.
By: /s/ Charles M. Swoboda
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Charles M. Swoboda
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Chares 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 attorney-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
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/s/ F. Neal Hunter Chairman and Director April 30, 2003
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F. Neal Hunter
/s/ Charles M. Swoboda President, Chief Executive Officer and April 30, 2003
- ------------------------------------------ Director (Principal Executive Officer)
Charles M. Swoboda
/s/ Cynthia B. Merrell Chief Financial Officer and Treasurer (Principal April 30, 2003
- ------------------------------------------ Financial Officer and Principal Accounting Officer)
Cynthia B. Merrell
/s/ James E. Dykes Director April 17, 2003
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James E. Dykes
Director April , 2003
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William J. O'Meara
/s/ John W. Palmour Director April 17, 2003
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John W. Palmour, Ph.D.
/s/ Robert J. Potter Director April 17, 2003
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Robert J. Potter, Ph.D.
/s/ Dolph W. von Arx Director April 30, 2003
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Dolph W. von Arx
EXHIBIT INDEX
Exhibit No. Description
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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).