-----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, BPK2RaI5ZRXsRwUVDKc4js2FfLz//fjRynkHy1/bcn1v6Sa9jKlEZvwIx7sYoRjT OUm2PcL5YBI+br7K+rUWHg== 0001021408-03-006829.txt : 20030430 0001021408-03-006829.hdr.sgml : 20030430 20030430155742 ACCESSION NUMBER: 0001021408-03-006829 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030430 EFFECTIVENESS DATE: 20030430 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-104863 FILM NUMBER: 03672973 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 S-8 1 ds8.txt CREE, INC. As filed with the Securities and Exchange Commission on April 30, 2003 Registration No. 333- ----------- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- CREE, INC. (Exact Name of Registrant as Specified in its Charter) North Carolina 56-1572719 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 4600 Silicon Drive Durham, North Carolina 27703 (Address of Principal Executive Offices) (Zip Code) CREE, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plan) ---------- Cynthia B. Merrell Chief Financial Officer and Treasurer Cree, Inc. 4600 Silicon Drive Durham, North Carolina 27703 (919) 313-5300 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) ---------- Copy to: Adam H. Broome, Esq. Cree, Inc. 4600 Silicon Drive Durham, North Carolina 27703 (919) 313-5300 ----------
- -------------------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------------- Title of Each Class of Securities Amount To Be Proposed Maximum Offering Proposed Maximum Amount of To Be Registered Registered Price Per Share Aggregate Offering Price Registration Fee - -------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.00125 Par Value 750,000 (1) $19.485 (2) $14,613,750 (2) $1,182.25 (2) - --------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers such additional shares of Common Stock as may be issued pursuant to the anti-dilution provisions set forth in the Cree, Inc. 1999 Employee Stock Purchase Plan, as amended. (2) Calculated solely for the purpose of this offering pursuant to Rule 457(h) on the basis of the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market on April 28, 2003. ================================================================================ INCORPORATION OF PREVIOUS REGISTRATION STATEMENT This Registration Statement on Form S-8 is being filed by the Registrant to register an additional 750,000 shares of the Common Stock of the Registrant, $0.00125, par value, issuable under the Cree, Inc. 1999 Employee Stock Purchase Plan and consists of only those items required by General Instruction E to Form S-8. Pursuant to General Instruction E of Form S-8, the contents of the Registrant's Registration Statement on Form S-8, Registration No. 333-92477, filed with the Securities and Exchange Commission on December 10, 1999, are hereby incorporated in this Registration Statement by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are hereby incorporated by reference into this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2002, filed with the Securities and Exchange Commission on August 19, 2002; (b) The Registrant's Quarterly Report Reports on Form 10-Q for the fiscal periods ended September 29, 2002, December 29, 2002, and March 30, 2003, filed with the Securities and Exchange Commission on October 29, 2002, January 31, 2003, and April 29, 2003, respectively; (c) All other reports filed by Cree pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in paragraph (a) above; and (d) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 8. Exhibits.
Exhibit No. Description - ----------- ----------- 5.1 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. (Contained in Exhibit 5.1). 24.1 Power of Attorney (Contained on signature page).
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on this 30th day of April, 2003. CREE, INC. By: /s/ Charles M. Swoboda ----------------------------------------- Charles M. Swoboda President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Chares M. Swoboda and Cynthia B. Merrell, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name Title Date ---- ----- ---- /s/ F. Neal Hunter Chairman and Director April 30, 2003 - ------------------------------------------ F. Neal Hunter /s/ Charles M. Swoboda President, Chief Executive Officer and April 30, 2003 - ------------------------------------------ Director (Principal Executive Officer) Charles M. Swoboda /s/ Cynthia B. Merrell Chief Financial Officer and Treasurer (Principal April 30, 2003 - ------------------------------------------ Financial Officer and Principal Accounting Officer) Cynthia B. Merrell /s/ James E. Dykes Director April 17, 2003 - ------------------------------------------ James E. Dykes Director April , 2003 - ------------------------------------------ -- William J. O'Meara /s/ John W. Palmour Director April 17, 2003 - ------------------------------------------ John W. Palmour, Ph.D. /s/ Robert J. Potter Director April 17, 2003 - ------------------------------------------ Robert J. Potter, Ph.D. /s/ Dolph W. von Arx Director April 30, 2003 - ------------------------------------------ Dolph W. von Arx
EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 5.1 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. 23.1 Consent of Ernst & Young LLP 23.2 Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. (Contained in Exhibit 5.1). 24.1 Power of Attorney (Contained on signature page).
EX-5.1 3 dex51.txt OPINION OF SMITH ANDERSON BLOUNT DORSETT MITCHELL AND JERNIGAN, L.L.P. EXHIBIT 5.1 Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. Lawyers P. O. Box 2611 Raleigh, North Carolina 27601 Phone: 919-821-1220 Fax: 919-821-6800 April 30, 2003 Cree, Inc. 4600 Silicon Drive Durham, North Carolina 27703 Re: Cree, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel for Cree, Inc., a North Carolina corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of 750,000 shares of common stock (the "Shares"), $0.00125 par value per share, for issuance under the Company's 1999 Employee Stock Purchase Plan, as amended (the "Plan"). This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. We have examined the Restated Articles of Incorporation of the Company, as amended (the "Articles"), the Bylaws of the Company (the "Bylaws"), the minutes of the meetings of the Board of Directors of the Company relating to the approval of the Plan and the authorization and the issuance of the Shares and such other corporate documents, records, and matters of law as we have deemed necessary for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents as originals, the conforming to originals of all documents submitted to us as certified copies or photocopies, and the authenticity of originals of such latter documents. We have also received a certificate of an officer of the Company, dated of even date herewith, relating to the issuance of the Shares pursuant to the Plan. Based on such examination and such certificate, it is our opinion that the Shares that are being registered pursuant to the Registration Statement may be validly issued in accordance with the Articles and Bylaws, and when so issued and duly delivered against payment therefor in accordance with the Plan as described in the Registration Statement, such shares will be validly issued, fully paid, and non-assessable. This opinion is limited to the laws of the State of North Carolina, and we express no opinion as to the laws of any other jurisdiction. The opinion expressed herein does not extend to compliance with federal and state securities laws relating to the sale of the Shares. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Such consent shall not be deemed to be an admission that our firm is within the category of persons whose consent is required under Section 7 of the Act or the regulations promulgated pursuant to the Act. Our opinion is as of the date hereof, and we do not undertake to advise you of matters that might come to our attention subsequent to the date hereof which may affect our legal opinion expressed herein. Sincerely yours, /s/ SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P. EX-23.1 4 dex231.txt CONSENT OF ERNST & YOUNG, LLP EXHIBIT 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-_____) pertaining to the 1999 Employee Stock Purchase Plan of Cree, Inc. of our report dated July 24, 2002, with respect to the consolidated financial statements of Cree, Inc. included in its Annual Report (Form 10-K) for the year ended June 30, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Raleigh, North Carolina April 30, 2003 -----END PRIVACY-ENHANCED MESSAGE-----