UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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): June 30, 2003
CREE, INC.
(Exact name of registrant as specified in its charter)
North Carolina 000-21154 56-1572719
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)
4600 Silicon Drive, Durham, North Carolina 27703
(Address of principal executive offices)
(919) 313-5300
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure.
On June 12, 2003, Eric Hunter, a founder of Cree, Inc. ("Cree") and its CEO
until 1994, and his wife, Jocelyn Hunter filed a lawsuit in United States
District Court for the Middle District of North Carolina against Neal Hunter,
Eric Hunter's brother and current Cree Chairman, and Cree. The complaint alleges
that the defendants have defamed Eric Hunter by making unspecified false
statements about him to members of his family and individuals associated with
Cree. It also asserts that beginning in August 1995 the defendants violated
employment and federal securities laws, related to transactions with Charles &
Colvard, Ltd., and other matters, and have sought to discourage the plaintiffs
from pursuing legal remedies or reporting matters to securities regulators. Eric
Hunter and his wife seek personally to recover damages in excess of $3 billion
for unspecified harm resulting from the alleged conduct of the defendants, as
well as an injunction against future harassment. Neal Hunter filed a response in
opposition to the motion for injunction and has submitted affidavits of family
members and others denying plaintiff's claims of harassment. On June 26, 2003,
Cree filed a motion to dismiss the lawsuit and requested a hearing on the
motion. On the same date, Eric and Jocelyn Hunter filed an amended complaint.
The amended complaint adds to existing allegations of defamation based on
certain statements contained in the affidavits that Neal Hunter filed with the
court and adds state law causes of action. The Cree Board of Directors has
established a Special Committee of independent directors that is empowered to
investigate the allegations and they have hired independent counsel to assist
them.
Between June 16 and June 30, Cree and certain of its officers and current
or former directors were named in several class action lawsuits filed in the
United States District Court for the Middle District of North Carolina. The
complaints allege violations of federal securities laws, including violations of
Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5
thereunder. In particular, among other claims, one or more of the complaints
allege that Cree made certain false and misleading statements in connection with
its December 2000 acquisition of the UltraRF division of Spectrian Corporation
("Spectrian"), its supply agreement with Spectrian, its investment in World
Theater, Inc. and its agreements with C3 Incorporated (subsequently known as
Charles & Colvard, Ltd). World Theater, Inc. is a company in which Eric Hunter
was a shareholder. C3 Incorporated is a company of which Jeff Hunter, brother of
Neal and Eric Hunter, and Eric Hunter were founders and Jeff Hunter served as
President and Chairman. The complaints seek unspecified damages, plus costs and
expenses, including attorneys' fees and experts' fees. The complaints are filed
on behalf of shareholders and allege class periods of January 14, 2000 to June
13, 2003, August 19, 1998 to June 13, 2003 and July 24, 2001 to June 13, 2003.
Cree intends to defend vigorously the Eric Hunter suit as well as the class
action cases. The Board of Directors also has established a committee of
non-management directors to direct the litigation.
A copy of Cree's press release regarding its motion to dismiss in the Eric
Hunter suit is attached hereto as exhibit 99.01 and incorporated by reference
herein.
The information in this Current Report on Form 8-K is furnished pursuant to
Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liability of that section. Furthermore, the information in this Current Report
on Form 8-K shall not be deemed to be incorporated by reference into the filings
of the Company under the Securities Act of 1933, as amended.
SIGNATURES
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.
CREE, INC.
By: /s/ Cynthia B. Merrell
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Dated: June 30, 2003 Cynthia B. Merrell
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.01 Press release, dated June 26, 2003