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
Date of Report (Date of Earliest Event Reported): October 1, 2004
CREE, INC.
(Exact name of registrant as specified in its charter)
North Carolina 0-21154 56-1572719
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
4600 Silicon Drive
Durham, North Carolina 27703
(Address of principal executive offices) (Zip Code)
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] 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
Cree, Inc. (the "Company") from time to time makes stock option awards to
its directors and employees, including employees of its controlled subsidiaries,
pursuant to the shareholder-approved Cree, Inc. Equity Compensation Plan, as
amended and restated December 1, 2000 (the "Plan"). The Company filed a copy of
the Equity Compensation Plan on February 2, 2001 with the Securities and
Exchange Commission as Exhibit Number 10.1 to the Company's quarterly report on
Form 10-Q for the quarterly period ended December 24, 2000. The Company is
filing as exhibits to this Form 8-K the forms of master stock option award
agreements entered into between the Company and participants under the Plan for
grants of non-qualified stock options to non-employee directors and for grants
of non-qualified stock options to employees.
On October 1, 2004, the Company granted non-qualified stock options under
the Plan to its directors and executive officers pursuant to the forms of
agreement described above. Each option expires on October 1, 2011 if not sooner
terminated in accordance with the applicable agreement. The exercise price of
each option is $31.24 per share. The specific grants are as follows:
Grants to Executive Officers
----------------------------
# Shares Underlying
Name Option Grant
---- -------------------
F. Neal Hunter 24,000 (1)
Charles M. Swoboda 50,000 (2)
John W. Palmour, Ph.D. 30,000 (3)
Cynthia B. Merrell 30,000 (4)
Grants to Non-Employee Directors
--------------------------------
# Shares Underlying
Name Option Grant
---- -------------------
James E. Dykes 16,000 (5)
Robert J. Potter, Ph.D. 16,000 (5)
Dolph W. von Arx 16,000 (5)
Harvey A. Wagner 16,000 (5)
------------------------------------
(1) Vests and becomes exercisable as to 24,000 shares on October 1, 2005,
provided Mr. Hunter remains employed by the Company.
(2) Vests and becomes exercisable as to 25,000 shares on each of October 1,
2005 and October 1, 2006, provided Mr. Swoboda remains employed by the
Company. Upon termination without cause or his resignation for good reason
other than upon a change of control of the Company, 50% of Mr. Swoboda's
outstanding options accelerate and become immediately exercisable. Upon
termination without cause or resignation for good reason in connection with
a change of control, all of Mr. Swoboda's outstanding options accelerate
and become immediately exercisable.
(3) Vests and becomes exercisable as to 10,000 shares on each of October 1,
2005, October 1, 2006 and October 1, 2007, provided Dr. Palmour remains
employed by the Company.
(4) Vests and becomes exercisable as to 10,000 shares on each of October 1,
2005, October 1, 2006 and October 1, 2007, provided Ms. Merrell remains
employed by the Company.
(5) Vests and becomes exercisable as to 4,000 shares on the last day of each
calendar quarter following election as a director at the 2004 Annual
Meeting of Shareholders or, if earlier, upon the election of directors at
the 2005 Annual Meeting of Shareholders, provided the director continues
service as a member of the Board of Directors or becomes an employee of the
Company.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
----------- ------------
10.1 Form of Master Stock Option Award Agreement for Grants
of Nonqualified Stock Options to Non-Employee Directors
10.2 Form of Master Stock Option Award Agreement for Grants
of Nonqualified Stock Options to Employees
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SIGNATURE
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/ Charles M. Swoboda
-------------------------------------------
Charles M. Swoboda
Chief Executive Officer and President
Date: October 7, 2004
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EXHIBIT INDEX
Exhibit No. Description
----------- ------------
10.1 Form of Master Stock Option Award Agreement for Grants
of Nonqualified Stock Options to Non-Employee Directors
10.2 Form of Master Stock Option Award Agreement for Grants
of Nonqualified Stock Options to Employees
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