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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
APRIL 2, 1996
Date of Report (Date of earliest event reported)
CRAY RESEARCH, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 1-8028 39-1161138
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(State or Other (Commission File Number) (IRS Employer Identification
Jurisdiction of No.)
Incorporation)
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665A LONE OAK DRIVE
EAGAN, MINNESOTA 55121
(Address of principal executive offices, including zip code)
(612) 452-6650
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) Cray Research, Inc. (the "Company") has been informed by Silicon
Graphics, Inc. ("Parent") that at 5:01 P.M., New York City time, on April 2,
1996, Parent, through its wholly owned subsidiary, C Acquisition Corporation
("Acquisition"), accepted for purchase 19,218,735 shares of common stock, par
value $1.00 per share (including the Common Share Purchase Rights issued
pursuant to the Rights Agreement, as amended, dated May 15, 1989, between the
Company and Norwest Bank Minnesota, N.A., as Rights Agent), of the Company (the
"Common Stock") that had been validly tendered and not withdrawn pursuant to
Acquisition's tender offer for 19,218,735 shares of Common Stock at $30.00 per
share, net to the seller in cash (the "Offer"). The Offer was made pursuant to
an Offer to Purchase, dated February 29, 1996, the related Letter of Transmittal
and an Agreement and Plan of Merger (the "Merger Agreement"), dated as of
February 25, 1996, by and among the Company, Parent and Acquisition.
The consummation of the Offer and the acceptance for purchase of the shares
of Common Stock by Acquisition pursuant thereto was announced in a press release
of Parent dated April 2, 1996, a copy of which is filed as Exhibit 20.1 hereto
and is incorporated herein by reference.
The 19,218,735 shares of Common Stock purchased pursuant to the Offer
constitute approximately 75% of the shares of Common Stock issued and
outstanding as of February 29, 1996. Pursuant to the Merger Agreement, a special
meeting of the Company's stockholders will be called to act on a second step
merger to convert each remaining outstanding share of Common Stock into the
right to receive one share of Parent Common Stock, par value $0.001 per share
(the "Merger"). The approval of holders of a majority of all outstanding shares
of Common Stock is required to approve the Merger. The approval by the Company's
stockholders is assured because Acquisition now owns a majority of the
outstanding shares of Common Stock and a vote of such shares in favor of the
Merger is sufficient to ensure approval thereof. The Merger will be consummated
as soon as practicable after such approval by the Company's stockholders and the
satisfaction of the other conditions to the Merger set forth in the Merger
Agreement.
The aggregate purchase price for the 19,218,735 shares of Common Stock
purchased pursuant to the Offer was $576,562,050. The Company has been advised
that Acquisition obtained the funds to acquire the Common Stock through a
capital contribution from Parent and that Parent obtained the necessary funds
for such capital contribution from cash on hand and from its existing Credit
Agreement, dated as of December 31, 1994, as amended (the "Credit Agreement"),
between Parent and Bank of America, National Trust and Savings Association. The
Credit Agreement contains usual and customary terms and conditions for
agreements of this kind.
On April 3, 1996, four members of the Board of Directors of the Company (the
"Board") were replaced by four new directors nominated by Acquisition. The
directors elected to the Board are Edward R. McCracken, Thomas A. Jermoluk,
Stanley J. Meresman and William M. Kelly. Information with respect to each new
director is included in Schedule I to Amendment No.1 to the Company's
Solicitation/Recommendation Statement on Schedule 14D-9, dated March 6, 1996.
The directors who were replaced are J. Phillip Samper, Philip G. Heasley, Robert
G. Potter and Jan H. Suwinski. Section 1.03 of the Merger Agreement provided
that once Acquisition acquired a majority of the outstanding Shares pursuant to
the Offer, Acquisition became entitled to designate a number of directors on the
Board, rounded up to the next whole number, equal to its pro rata ownership of
the Company. Accordingly, in addition to the foregoing new Board members,
Acquisition may require the Company to either increase the size of the Board by
adding up to five new members (who would be nominated by Acquisition) or replace
up to three of the existing members of the Board with Acquisition's nominees.
These changes to the Board were announced in a press release of the Company
dated April 3, 1996, a copy of which is filed as Exhibit 20.2 hereto and is
incorporated herein by reference.
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(b) To the knowledge of the Company there are no arrangements, including
any pledge by any person of securities of the Company, the operation of which
may at a subsequent date result in a change in control of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
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EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of February 25, 1996, among the Company, Acquisition and
Parent (incorporated herein by reference to Exhibit 1 of the Company's Solicitation/Recommendation
Statement on Schedule 14D-9, dated March 6, 1996).
20.1 Press release of Parent dated April 2, 1996 regarding completion of the Offer.
20.2 Press release of the Company dated April 3, 1996 regarding changes to its Board of Directors.
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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.
CRAY RESEARCH, INC.
Dated: April 10, 1996 By /S/ STEVEN E. SNYDER
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Steven E. Snyder
CORPORATE CONTROLLER
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NO.
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2.1 Agreement and Plan of Merger, dated as of February 25, 1996, among the Company, Acquisition
and Parent (incorporated herein by reference to Exhibit 1 of the Company's
Solicitation/Recommendation Statement on Schedule 14D-9, dated March 6, 1996)..............
20.1 Press release of Parent dated April 2, 1996 regarding completion of the
Offer......................................................................................
20.2 Press release of the Company dated April 3, 1996 regarding changes to its Board of
Directors..................................................................................
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EXHIBIT 20.1
FOR IMMEDIATE RELEASE
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Financial Marilyn Lattin
Contact: Director, Investor Relations
(415) 933-5070
Media Contact: Jennifer Rothert Piercey
Manager, Public Relations
(415) 933-2019
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SILICON GRAPHICS COMPLETES
TENDER OFFER FOR CRAY RESEARCH
MOUNTAIN VIEW, Calif. (April 2, 1996) -- Silicon Graphics, Inc. (NYSE:SGI)
announced today that it has successfully completed its tender offer to purchase
19,218,735 shares Cray Research, Inc. (NYSE:CYR) common stock for $30.00 per
share, representing approximately 75% of the Cray Research shares outstanding at
February 29, 1996. The tender offer, made through Silicon Graphics' direct
subsidiary, C Acquisition Corporation, expired at 5:00 p.m. New York City time
on Tuesday, April 2, 1996.
Based on a preliminary count, 24,974,590 shares of Cray Research common
stock (approximately 97% of the outstanding Cray Research shares) were tendered,
including 2,528,161 shares tendered under guaranteed delivery arrangements.
Silicon Graphics has accepted for purchase 19,218,735 shares on a pro rata basis
yielding a preliminary proration factor of 76.95%. The final proration factor
will be determined after the precise number of shares validly tendered is
calculated, and is not expected to be announced before April 10, 1996. Payment
for shares accepted for purchase pursuant to the offer will be made when the
final proration factor is determined.
Silicon Graphics expects to merge C Acquisition Corporation with Cray
Research during the June quarter. Each share of Cray Research common stock
outstanding at the effective date of the merger will be canceled and converted
automatically into the right to receive one share of Silicon Graphics common
stock. Following the merger, Cray Research will be a wholly-owned subsidiary of
Silicon Graphics.
Silicon Graphics, Inc. is a leading manufacturer of high-performance and
commercial computing systems. The company delivers interactive three dimensional
graphics, digital media and symmetric multiprocessing supercomputing
technologies to technical and commercial environments through direct and
indirect sales channels. Its subsidiary, MIPS Technologies, Inc. designs and
licenses the industry's leading RISC processor technology for the computer
systems, interactive consumer and embedded control markets. Silicon Graphics,
Inc. has offices worldwide and headquarters in Mountain View, California.
Silicon Graphics and the Silicon Graphics logo are registered trademarks of
Silicon Graphics, Inc.
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EXHIBIT 20.2
CRAY RESEARCH, INC. ANNOUNCES CHANGES IN BOARD OF DIRECTORS, SAMPER LEAVES
COMPANY
EAGAN, Minn., April 3 -- Cray Research, Inc. (NYSE: CYR) today announced
that its board of directors voted to add four executives from Silicon Graphics,
Inc. (NYSE: SGI) to the Cray board in conjunction with the previously announced
merger agreement between the two companies.
These SGI executives are Edward R. McCracken, chairman and chief executive
officer; Thomas A. Jermoluk, president and chief operating officer; Stanley J.
Meresman, senior vice president and chief financial officer; and William M.
Kelly, vice president and general counsel. The remaining members of the Cray
board include Robert H. Ewald, president and chief operating officer, Cray
Research, Inc.; Catherine M. Hapka, executive vice president, U.S. West
Communications, Inc.; and Lawrence E. Eaton, executive vice president, 3M
Company.
The company also announced that J. Phillip Samper, who had been chairman and
chief executive officer of Cray Research, Inc., is leaving both positions.
Phillip G. Heasley, vice chairman, First Bank Systems, Inc.; Robert G. Potter,
corporate executive vice president, Monsanto Company; and Jan Suwinski,
executive vice president, Corning, Inc., are also leaving the Cray Board.
Silicon Graphics' tender offer to purchase 19,218,735 shares of Cray
Research common stock for $30.00 per share was oversubscribed and expired on
Tuesday, April 2nd at 5 p.m. EST. Pursuant to the merger agreement, the
remaining Cray Research shares will be converted into Silicon Graphics shares on
a one-for-one basis upon the closing of the merger, which is expected to occur
during the current quarter. In light of the completion of the tender offer, the
Cray Research annual stockholders' meeting (previously scheduled for June 5th)
will not be held. Cray Research expects to hold a special meeting of
stockholders to approve the merger agreement. Stockholders will be notified when
a date has been set.
Cray Research, Inc. provides the leading high-performance computing tools
and services to help solve customers' most challenging problems.
CONTACT: Steve Conway, Media, 612-683-7133, and Brad Allen, Financial,
612-683-7395, both of Cray Research, Inc.; and Jennifer Rothert Piercey, Media,
415-933-2019, and Marilyn Lattin, Financial, 415-933-5070, both of Silicon
Graphics, Inc.
