8-K

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): January 29, 2013

CREE, INC.

(Exact name of registrant as specified in its charter)

North Carolina	0-21154	56-1572719
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

4600 Silicon Drive
Durham, North Carolina	27703
(Address of principal executive offices)	(Zip Code)

(919) 407-5300

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.

Item 3.03 below is incorporated herein by reference.

Item 3.03    Material Modification to Rights of Security Holders.

On January 29, 2013, the Board of Directors of Cree, Inc., a North Carolina corporation (the “Company”), approved, and the Company entered into, an amendment (the “Amendment”) to its Amended and Restated Rights Agreement, amended and restated as of April 24, 2012 (the “Amended and Restated Rights Agreement”) with American Stock Transfer & Trust Company, LLC, as rights agent. The sole purpose of the Amendment is to revise the expiration date of the preferred stock purchase rights described therein from September 30, 2018 to April 24, 2017.

The foregoing summary of the revisions reflected in the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
Exhibit 4.1	Amendment No. 1 to Amended and Restated Rights Agreement, dated as of January 29, 2013

2

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/ Adam H. Broome
	Adam H. Broome
	Vice President–Legal & Secretary

Date: January 31, 2013

3

Exhibit Index

Exhibit No.	Description
Exhibit 4.1	Amendment No. 1 to Amended and Restated Rights Agreement, dated as of January 29, 2013

4

EX-4.1

Exhibit 4.1

AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT (this “Amendment”) is entered into and dated as of January 29, 2013, by and between Cree, Inc., a North Carolina corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent are parties to an Amended and Restated Rights Agreement, amended and restated as of April 24, 2012 (the “Amended and Restated Rights Agreement”), specifying the terms of certain Rights (as defined therein);

WHEREAS, Section 27 of the Amended and Restated Rights Agreement authorizes the Company and the Rights Agent to amend the Amended and Restated Rights Agreement as contemplated by this Amendment; and

WHEREAS, the Board of Directors of the Company has approved the amendment of the Amended and Restated Rights Agreement and the execution and delivery of this Amendment.

NOW, THEREFORE, for good and valuable consideration, the parties hereby agree as follows:

1.Section 1(t) of the Amended and Restated Rights Agreement is hereby amended by replacing the date “September 30, 2018” therein with “April 24, 2017”.

2.The first paragraph of Exhibit B of the Amended and Restated Rights Agreement (which paragraph begins with “This certifies that”) is hereby amended by replacing the date “September 30, 2018” therein with “April 24, 2017”.

3.The fifth paragraph of Exhibit C of the Amended and Restated Rights Agreement is hereby amended by replacing the date “September 30, 2018” therein with “April 24, 2017”.

4.From and after the date hereof, all references in the Amended and Restated Rights Agreement to “Agreement” shall mean and refer to the Amended and Restated Rights Agreement, as modified by this Amendment, and, except as set forth herein, the Amended and Restated Rights Agreement shall remain in full force and effect and shall be otherwise unaffected by this Amendment. This Amendment shall be deemed to be a contract made under the laws of the State of North Carolina and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State and without regard to conflicts of laws principles. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(signature on following page)

(Signature Page to Amendment No. 1 to Amended and Restated Rights Agreement)

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

CREE, INC.
By:	/s/ Adam H. Broome
Name:	Adam H. Broome
Title:	Vice President–Legal

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
By:	/s/ Michael A. Nespoli
Name:	Michael A. Nespoli
Title:	Senior Vice President

2