-----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, OwSHDKDQ4LBe2+Sa/YXuLrBlQ71K5OJjhMsHIIPqJ8DOk8PtuN7gm4/t84eL7uXR BndpltRInP7O1bs/ndaGsg== 0000895419-99-000007.txt : 19990714 0000895419-99-000007.hdr.sgml : 19990714 ACCESSION NUMBER: 0000895419-99-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990713 ITEM INFORMATION: FILED AS OF DATE: 19990713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREE RESEARCH INC /NC/ CENTRAL INDEX KEY: 0000895419 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 561572719 STATE OF INCORPORATION: NC FISCAL YEAR END: 0628 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21154 FILM NUMBER: 99663229 BUSINESS ADDRESS: STREET 1: 4600 SILICON DR CITY: DURHAM STATE: NC ZIP: 27703 BUSINESS PHONE: 9193615709 MAIL ADDRESS: STREET 1: 4600 SILICON DR STREET 2: STE 176 CITY: DURHAM STATE: NC ZIP: 27703 8-K 1 CURRENT REPORT 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): July 13, 1999 CREE RESEARCH, INC. (Exact name of registrant as specified in its charter) North Carolina 0-21154 56-1572719 (State or other (Commission File No.) I.R.S. Employer jurisdiction Identification Number 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 5. Other Events. On July 13, 1999, Cree Research, Inc. (the "Company") issued a press release announcing a two-for-one split of its outstanding common stock ("Common Stock"). The stock split will be effected by an amendment to the Company's Articles of Incorporation to be effective at 5:00 p.m. EDT on July 26, 1999. Upon the effectiveness of the amendment, each issued and unissued authorized share of Common Stock, $0.005 par value per share, shall automatically be changed into two whole shares of Common Stock, $0.0025 par value per share. Each Common Stock certificate properly issued by the Company prior to the effectiveness of the amendment which remains outstanding on that date shall, upon and after such effectiveness, and without any requirement for action by the holder thereof, be deemed a certificate evidencing a number of shares of Common Stock, $0.0025 par value per share, equal to the number of shares stated on the face of such certificate, without regard to any par value amount stated on such certificate. The Company will issue, on or about July 30, 1999, to each person who is a record holder of Common Stock upon the effectiveness of the amendment, a certificate evidencing the additional shares of Common Stock resulting from the stock split. A copy of the press release is attached hereto as Exhibit 99.01 and incorporated by reference herein. In accordance with Rule 416(b) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), the number of shares of Common Stock registered for sale under the Securities Act by the Registration Statement on Form S-8 (File No. 33-98958), filed with the Securities and Exchange Commission (the "Commission") on November 3, 1995, and the Registration Statement on Form S-3 (File No. 33-98728) as filed with the Commission on October 27, 1995 and amended on December 12, 1995 and December 19, 1995, will be deemed to be increased by the stock split to cover the additional shares resulting from the application of the stock split to the registered shares of Common Stock remaining unsold under the Registration Statements as of July 26, 1999. The foregoing Registration Statements, which incorporate this current report on Form 8-K, are hereby amended pursuant to Rule 416(b) promulgated under the Securities Act to increase the number of shares of Common Stock registered thereunder to reflect the effects of the stock split. Item 7. (c) Exhibits Exhibit No. Description of Exhibit 99.01 Press release dated July 13, 1999. 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 RESEARCH, INC. By: /s/ Cynthia B. Merrell ---------------------------------------- Dated: July 13, 1999 Cynthia B. Merrell Chief Financial Officer and Treasurer EXHIBIT INDEX Exhibit No. Description of Exhibit 99.01 Press release dated July 13, 1999 EX-99.01 2 PRESS RELEASE DATED JULY 13, 1999 Exhibit 99.01 Contact: Fran Barsky PRESS RELEASE Investor Relations Cree Research, Inc. (T) 919-313-5397 (F) 919-313-5452 www.cree.com CREE RESEARCH, INC. ANNOUNCES TWO-FOR-ONE STOCK SPLIT Durham, NC, July 13, 1999 - Cree Research, Inc. (Nasdaq: CREE), the world leader in the development and manufacture of semiconductor materials and electronic devices made from silicon carbide (SiC), announced today that its Board of Directors has approved a two-for-one stock split. The effective date of the split will be July 26, 1999, which also is the record date. Shareholders of record on July 26, 1999 will be issued a certificate representing one additional share of common stock for each share of common stock held on the record date. The additional share certificates will be issued and mailed on or about July 30, 1999 by the company's transfer agent, American Stock Transfer & Trust Company. Upon completion of the split, the company will have 60 million shares of authorized common stock with approximately 29.3 million shares outstanding. North Carolina based Cree Research, Inc. is the world leader in developing and manufacturing semiconductor materials and electronic devices made from silicon carbide. The company uses proprietary technology to make enabling compound semiconductors such as blue and green LEDs, microwave transistors for use in wireless base stations and radar, SiC crystals used in the production of unique gemstones and SiC wafers that are sold for research. Cree has new product initiatives based on its expertise in SiC, including blue laser diodes for optical storage applications and high power devices for power conditioning and switching. For more information on Cree visit http://www.cree.com. This press release contains forward-looking statements that are subject to numerous risks and uncertainties, including fluctuations in the company's operating results, variations in production yields in the company's manufacturing processes, whether the company can develop improved products to meet new product offerings by competitors, -- more -- the effect of price competition, the company's dependence on few customers, whether the company can manage growth effectively, assertion of intellectual property rights by others and adverse changes in economic conditions in the company's markets. These and other risks and uncertainties, which are described in more detail in the company's report on Form 10-K for the year ended June 28, 1998, subsequent quarterly reports, and the company's registration statement on Form S-3 dated January 14, 1999, all as filed with the Securities and Exchange Commission, could cause actual results to be materially different from those expressed or implied by any of the forward-looking statements. #### -----END PRIVACY-ENHANCED MESSAGE-----