-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DbQrrxMucKpx3cVXZEb3jVosqF1zyHOeTwKp1nKTkaG70xkwl9+Zxu4JBsmjLFoN UyNW0h0a+qacFAhfp/nCEA== 0000895419-03-000023.txt : 20031010 0000895419-03-000023.hdr.sgml : 20031010 20031010172258 ACCESSION NUMBER: 0000895419-03-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031010 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREE INC CENTRAL INDEX KEY: 0000895419 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 561572719 STATE OF INCORPORATION: NC FISCAL YEAR END: 0627 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21154 FILM NUMBER: 03937643 BUSINESS ADDRESS: STREET 1: 4600 SILICON DR CITY: DURHAM STATE: NC ZIP: 27703 BUSINESS PHONE: 9193135300 MAIL ADDRESS: STREET 1: 4600 SILICON DR CITY: DURHAM STATE: NC ZIP: 27703-8475 FORMER COMPANY: FORMER CONFORMED NAME: CREE RESEARCH INC /NC/ DATE OF NAME CHANGE: 19940224 8-K 1 f8k_10102003.txt CURRENT REPORT ON FORM 8-K 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): October 10, 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 October 10, 2003, Cree, Inc. (the "Company") issued a press release announcing the conclusion of the previously announced investigation by a special committee of its Board of Directors into allegations of corporate wrongdoing made by Eric and Jocelyn Hunter. A copy of the Company's press release is attached to this report as Exhibit 99.01 and is incorporated herein by reference. 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 ------------------------------------------ Dated: October 10, 2003 Cynthia B. Merrell Chief Financial Officer EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 99.01 Press release, dated October 10, 2003 EX-99.01 2 f8k_10102003exh.txt PRESS RELEASE, DATED OCTOBER 10, 2003 Exhibit 99.01 FOR IMMEDIATE RELEASE NEWS RELEASE Contact: Fran Barsky Investor Relations Manager Cree, Inc. (T) 919-313-5397 (F) 919-313-5615 Fran_Barsky@Cree.com CREE ANNOUNCES RESULTS OF SPECIAL COMMITTEE INVESTIGATION Durham, NC, October 10, 2003-Cree, Inc. (Nasdaq: CREE) today announced that the special committee of its Board of Directors has completed its previously announced investigation into allegations of corporate wrongdoing made by Eric and Jocelyn Hunter in court filings and otherwise. The special committee's report, delivered to the full Board of Directors, states: "[T]he Committee did not discover any evidence to support any of the allegations contained in [the Hunters'] Complaint or pre-litigation correspondence. Based on the Investigation, the Committee concludes all of the allegations lack merit." The special committee was established by Cree's Board on June 14, 2003. The committee was composed of independent directors who retained independent legal counsel to assist and advise the committee in its investigation. The special committee issued its report after more than three months of intensive investigation, which included examining over 50,000 pages of documents and conducting more than 25 interviews. Cree also noted that the Hunters stated in a court filing Thursday that they have decided to dismiss without prejudice their claims alleging federal securities fraud and unfair or deceptive trade practices. As to the remaining claims contained in the Complaint, the Hunters opposed Cree's motion to dismiss which is pending before the court. Cree is an advanced semiconductor company that leverages its expertise in silicon carbide, gallium nitride and silicon materials technology to produce new and enabling semiconductors. The products include blue, green and near ultraviolet (UV) light emitting diodes, near UV lasers, radio frequency and microwave devices, and power switching devices. Applications for these products include solid state illumination, optical storage, wireless infrastructure and power switching. For more information on Cree, please visit www.cree.com. Statements in this press release that are not solely historical in nature may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties, both known and unknown, which may cause actual results to differ materially due to a number of factors, including risks associated with our pending securities and other litigation, such as the considerable management time and attention required and substantial expenses incurred regardless of its outcome and the potential negative impact on our operations and financial statements of an adverse result, including with respect to our pending motion to dismiss. In addition, the Securities and Exchange Commission has requested that we provide information in response to an informal inquiry. The outcome of the Securities and Exchange Commission inquiry also could adversely affect our business and financial statements. The conclusions of either the pending Hunter or class action litigation or the Securities and Exchange Commission inquiry could be different than the conclusions of the special committee. The conclusions of the special committee are based on the information reviewed by the committee and are limited to matters alleged by the Hunters in the complaints and in certain pre-litigation correspondence. The company is also subject to other risks discussed in our filings with the Securities and Exchange Commission, including our report on Form 10-K for the year ended June 29, 2003 and prior and subsequent reports. Cree and the Cree logo are registered trademarks of Cree, Inc. #### -----END PRIVACY-ENHANCED MESSAGE-----