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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 Event)
February 17, 1995 (January 31, 1995)
CRAY COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
0-18072 84-1120275
(Commission file number) (I.R.S. Employer Identification Number)
1110 Bayfield Drive, Colorado Springs, Colorado 80906
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (719) 579-6464
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Item 5. Other Events.
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CURRENT STATUS OF SECURITIES AND EXCHANGE COMMISSION INQUIRY
As previously reported by Cray Computer Corporation (the "Company"), the
Securities and Exchange Commission (the "Commission") has issued a formal order
for a non-public investigation relating to trading in the Common Stock of the
Company during the period from September 1, 1990 through January 31, 1992.
Pursuant to this investigation, the staff of the Central Regional Office (the
"Staff") of the Commission has notified the Company of its intention to
recommend that the Commission seek permanent injunctions and civil penalties
against the Company, Seymour R. Cray and a former officer of the Company for
alleged violations of Section 17(a) of the Securities Act of 1933 and Sections
10(b) and 13(a) of the Securities Exchange Act of 1934, and to seek similar
relief against Terry Willkom, the president of the Company under two such
sections. The Staff has informed the Company and the corporate officers that
they may file a written statement ("Wells Submission") to the Commission setting
forth their positions and arguments concerning the proposed recommendations.
The Staff has also indicated its willingness to consider a proposed compromise
resolution of the issues. Management of the Company is actively seeking to
resolve these matters and does not believe that the investigation has uncovered
violations by the Company or any of its officers and directors of any of the
cited provisions of law. While the Company cannot predict whether a prompt
resolution will be reached, or what the ultimate outcome of the investigation
will be, the Company's management does not believe that the investigation will
result in a material adverse effect on the business, operating results, or
financial position of the Company.
The staff of the Central Regional Office has also given notice of its intention
to seek an injunction, civil penalties, disgorgement, and pre-judgment interest
against Mr. Willkom and Malcolm Hammerton, a Vice President of the Company, with
respect to sales of the Company's Common Stock in November and December 1991,
aggregating 10,250 shares for the two officers combined. Messrs. Willkom and
Hammerton are vigorously contesting these allegations and will also have an
opportunity to file a Wells Submission with the Commission.
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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 COMPUTER CORPORATION
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DATE: February 17, 1995 BY: /s/ WILLIAM G. SKOLOUT
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William G. Skolout
Vice President and
Chief Financial Officer
