-----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, Sgl9jX7RWXb82Xj9GTACnZcWrYesgAdTEw/4LoTvsj8SqZfcntPL3rK3e42hcfks GqFAVeOqIiW8bUM6WWCMMA== 0000891020-02-000141.txt : 20020414 0000891020-02-000141.hdr.sgml : 20020414 ACCESSION NUMBER: 0000891020-02-000141 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020215 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRAY INC CENTRAL INDEX KEY: 0000949158 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 930962605 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26820 FILM NUMBER: 02554479 BUSINESS ADDRESS: STREET 1: 411 FIRST AVE SOUTH STREET 2: SUITE 600 CITY: SEATTLE STATE: WA ZIP: 98104-2860 BUSINESS PHONE: 2067012000 MAIL ADDRESS: STREET 1: 411 FIRST AVE SOUTH STREET 2: SUITE 600 CITY: SEATTLE STATE: WA ZIP: 98104-2860 FORMER COMPANY: FORMER CONFORMED NAME: TERA COMPUTER CO \WA\ DATE OF NAME CHANGE: 19950809 8-K 1 v79330e8-k.htm FORM 8-K FOR PERIOD ENDING FEBRUARY 15, 2002. CRAY, INC.
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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): February 15, 2002
 

CRAY INC.
(Exact name of registrant as specified in its charter)
         
Washington   0-26820   93-0962605
(State or other jurisdiction of
incorporation or organization)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

411 First Avenue South, Suite 600
Seattle, WA 98104-2860
(Address of principal executive offices)

Registrant’s telephone number, including area code:       (206) 701-2000

Registrant’s facsimile number, including area code:          (206) 701-2500

 

Page 1

Item 5. Other Events.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
EXHIBIT 5.1

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Item 5. Other Events.

     We have received $3,900,000 from one institutional investor, Riverview Group, LLC (the “Investor”), in return for 1,950,000 shares of our common stock. We estimate the net proceeds from this transaction to be approximately $3,615,000. We will use the net proceeds for working capital and general corporate purposes.

     We sold the shares of common stock under our Registration Statement on Form S-3 (No. 333-46092), as supplemented, directly to the Investor in a privately-negotiated transaction in which no party is acting as an underwriter.

     We hereby file as Exhibit 5 to the Registration Statement a legal opinion regarding the validity of the shares sold to the Investor.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c)     Exhibits
                  
  5.1   Opinion of Kenneth W. Johnson, General Counsel, on the legality of the shares.
 
  23.   Consent of Kenneth W. Johnson (included as part of his opinion filed as Exhibit 5.1)

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
     
  CRAY INC.
 
 
  By:  /s/ JAMES E. ROTTSOLK
 
  James E. Rottsolk
Chairman

February 20, 2002

 

Page 2 EX-5.1 3 v79330ex5-1.htm EXHIBIT 5.1 ex5-1

 

Exhibit 5.1
 
February 19, 2002

The Board of Directors of
Cray Inc.

Dear Sirs:

I refer to my opinion dated September 29, 2000, and included as Exhibit 5 to Amendment No. 1 to the Registration Statement on Form S-3 (Commission File No. 333-46092) (the “Registration Statement”) filed on September 29, 2000 by Cray Inc. (the “Company”), a Washington corporation, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). I am rendering this supplemental opinion in connection with the prospectus supplement (the “Prospectus Supplement”) to the base prospectus (the “Base Prospectus”) filed on or about February 15, 2002, by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the sale by the Company of 1,950,000 shares of the Company’s Common Stock, $0.01 par value per share (the “Shares”), which Shares are covered by the Registration Statement. The Shares were offered and sold in the manner described in the Prospectus Supplement and Base Prospectus.

I have acted as your counsel in connection with the preparation of the Registration Statement, the Prospectus Supplement and the Base Prospectus. I am familiar with the proceedings of the Board of Directors of the Company in connection with the authorization, issuance and sale of the Shares. I have examined such other documents as I consider necessary to render this opinion.

Based upon the foregoing, I am of the opinion that the Shares have been duly authorized and, are validly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as a part of the Registration Statement and to the reference to me under the caption “Legal Matters” in the Base Prospectus.

  Very truly yours,
 
/s/ KENNETH W. JOHNSON
 
Kenneth W. Johnson, Esq.
General Counsel
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