8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

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 16, 2003

CREE, INC.

(Exact name of registrant as specified in its charter)

North Carolina (State or other jurisdiction of incorporation) 000-21154 (Commission File Number) 56-1572719 (I.R.S. Employer Identification No.)

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 12. Disclosure of Results of Operations and Financial Condition

On October 16, 2003, Cree, Inc. (the “Company”), issued a press release announcing results for the period ended September 28, 2003. A copy of the Company’s press release is attached as Exhibit 99.01 hereto and is incorporated herein by reference.

The information in this Current Report on Form 8-K/A 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/A 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
	Cynthia B. Merrell Chief Financial Officer

Dated: October 16, 2003

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.01	Press release, October 16, 2003

EX-99.1

Exhibit 99.01

FOR IMMEDIATE RELEASE NEWS RELEASE

Contact:	Fran Barsky
	Manager, Investor Relations and Corporate Communications Cree, Inc. (T) 919-313-5397 (F) 919-313-5615 Fran_Barsky@Cree.com

CREE REPORTS FINANCIAL RESULTS FOR

FIRST QUARTER FISCAL YEAR 2004

Record Revenue Grew 36% Over Prior Year Period

Earnings Per Share Increased 140 Percent Over Prior Year Period

Durham, NC, October 16, 2003 – Cree, Inc. (Nasdaq: CREE) today announced revenue of $66,211,000 for the first quarter of fiscal 2004, representing a 36 percent increase over the company’s comparable year ago period revenue of $48,811,000. Operating income increased 211 percent to $11,974,000 compared to $3,847,000 reported in the comparable prior year period. Net income for the first quarter was $8,879,000, or $0.12 per share, compared to $3,883,000, or $0.05 per share, as reported for the first quarter of fiscal 2003.

Chuck Swoboda, President and Chief Executive Officer of Cree stated, “Once again, Cree delivered a solid quarter with revenue exceeding our expectations. We continue to experience strong demand for our LED products for use in mobile appliances and other backlighting applications. Going forward, we remain committed to making the investments necessary to drive long-term product innovation to enable new and existing applications which incorporate our silicon carbide (SiC) and group III nitride (GaN) technology.”

Cree, Inc. will host a conference call at 5:00 p.m. Eastern Time today to review the highlights of the first quarter fiscal 2004 results. The conference call will be available to the public through a live audio web broadcast via the Internet. Log onto Cree’s website at www.cree.com and go to “News & Investor—Overview” for webcast details. The call will be archived and available on the website through October 30, 2003.

Cree is an advanced semiconductor company that leverages its expertise in silicon carbide (SiC), gallium nitride (GaN) and silicon (Si) materials technology to produce new

and enabling semiconductors. The products include blue, green and near ultraviolet (UV) light emitting diodes (LEDs), near UV lasers, radio frequency (RF) and microwave devices, and power switching devices. Targeted 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.

The schedules attached to this release are an integral part of this release. This press release contains forward-looking statements involving risks and uncertainties, both known and unknown, that may cause actual results to differ materially from those indicated. Actual results could 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 impact of an adverse result of the lawsuits filed against us and certain named executives and directors. In addition, the SEC has requested that we provide information in response to an informal inquiry. The outcome of the SEC inquiry could adversely affect our operations and financial statements, including the results announced today. Furthermore, we are subject to risks associated with the production ramp-up for our new products; the risk that we will be unable to manufacture products with sufficiently low cost to offer them at competitive prices or with acceptable margins; the rapid development of new technology and competing products that may impair demand or render our products obsolete; the potential lack of customer acceptance for the products; and other factors 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 subsequent reports filed with the Commission.

Cree and the Cree logo are registered trademarks of Cree, Inc.

— Tables Follow —

CREE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Three Months Ended
	09/28/2003		09/29/2002
	(Unaudited)		(Unaudited)
Product revenue	$	59,163	$	42,154
Contract revenue		7,048		6,657
Total revenue		66,211		48,811
Cost of product sales		32,503		25,117
Cost of contract sales		5,492		4,989
Total cost of sales		37,995		30,106
Gross profit		28,216		18,705
Operating expenses:
Research and development		8,327		6,564
Sales, general and administrative		7,912		7,825
Severance expense		—		400
Other expense		3		69
Income from operations		11,974		3,847
Other non operating income		2		—
Net interest income		892		1,400
Income before income taxes		12,868		5,247
Income taxes		3,989		1,364
Net income	$	8,879	$	3,883
Net income per share, diluted	$	0.12	$	0.05
Weighted average shares of common stock outstanding, basic		74,174		72,747
Weighted average shares of common stock outstanding, diluted		75,754		74,460

CREE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

	Balance Sheet
	09/28/2003
	(Unaudited)			06/29/2003
Assets:
Current assets:
Cash & equivalents & short term investments	$	137,123		$	140,037
Accounts receivable, net		57,659			43,901
Inventory		16,225			17,674
Current portion of deferred taxes		1,964			1,863
Other current assets & prepaid expenses		5,020			5,880
Total current assets		217,991			209,355
Property, plant & equipment, net		256,955			251,346
Long-term investments held to maturity		57,997			58,794
Long term portion deferred income taxes		16,952			20,934
Patents and license rights, net		10,553			7,146
Other assets		16,185			16,119
Total assets	$	576,633		$	563,694
Liabilities & Shareholders’ Equity:
Current liabilities:
Accounts payable trade	$	15,272		$	14,916
Accrued salaries & other expenses		9,563			7,843
Deferred revenue		7,132			5,533
Total current liabilities		31,967			28,292
Long term liabilities:
Other long term liabilities		—			31
Total long term liabilities		—			31
Shareholders’ Equity:
Common stock		92			92
Additional paid in capital		526,627			526,318
Deferred compensation		(113	)		(218	)
Retained earnings		18,060			9,179
Total shareholders’ equity		544,666			535,371
Total liabilities & shareholders’ equity	$	576,633		$	563,694

CREE, INC.

Operating Segment Information

(in thousands)

	Three Months Ended
	09/28/2003 (Unaudited)			09/29/2002 (Unaudited)
Revenue:
Cree*	$	65,160		$	48,111
Cree Microwave		1,051			700
Total revenue	$	66,211		$	48,811
Net income (loss) before income taxes:
Cree*	$	16,271		$	10,518
Cree Microwave		(3,403	)		(5,271	)
Total net income (loss) before income taxes	$	12,868		$	5,247

* Includes interest income and other segment operating results