<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CRAY COMPUTER CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO AND NAME OF CRAY COMPUTER CORPORATION APPEARS HERE]
February 7, 1995
Dear Stockholder:
A Special Meeting of Stockholders will be held at the Antlers Doubletree
Hotel, 4 South Cascade Avenue, Colorado Springs, Colorado, at 9:00 o'clock A.M.
on Monday, February 27, 1995, to consider an amendment to the Company's
Certificate of Incorporation increasing the Company's authorized Common Stock
from 60 million shares to 120 million shares.
The reason why we are proposing this amendment is that the Company has
reached a crossroads. We are getting close to the point where our new product,
the CRAY-4 supercomputer, can be manufactured and delivered in response to
potential orders. We believe that the CRAY-4, when completed, will provide the
best available performance at its price level available anywhere in the high
performance scientific supercomputer market. Several U.S. Government agencies
have shown a strong interest in the CRAY-4.
At the same time, we need to raise additional capital. We need approximately
$20 million in new capital to get the CRAY-4 into the market and generating
revenue. We expect to be ready to deliver the first CRAY-4 by mid-1995.
Since we have borrowed about as much as we can or should, we must increase
our authorized common stock so that we can issue enough shares to raise the
capital we need. That is the reason for the amendment to our Certificate of
Incorporation on which we would like your favorable vote.
You are invited to attend the meeting and I look forward to seeing you, but
it is very important that your shares be represented at the meeting, whether or
not you can attend. I urge you to promptly sign and return your proxy card in
the enclosed envelope.
Sincerely,
[SIGNATURE OF
SEYMOUR R. CRAY APPEARS HERE]
Seymour R. Cray Chairman of the
Board and Chief Executive
Officer
<PAGE>
CRAY COMPUTER CORPORATION
1110 BAYFIELD DRIVE
COLORADO SPRINGS, CO 80906
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
A Special Meeting of Stockholders of Cray Computer Corporation will be held
at the Antlers Doubletree Hotel, 4 South Cascade Avenue, Colorado Springs,
Colorado, on Monday, February 27, 1995, at 9:00 A.M. Mountain Standard Time
(MST) to consider and act on the following matters:
(1) To approve an amendment to ARTICLE IV of the Company's Restated
Certificate of Incorporation pursuant to which the first paragraph of
ARTICLE IV will provide as follows:
"The total number of shares of stock which the Corporation shall
have authority to issue is one hundred twenty million
(120,000,000) shares of Common Stock, having a par value of One
Cent ($0.01) per share, and twenty million (20,000,000) shares
of Preferred Stock having a par value of One Cent ($0.01) per
share.
(2) To transact such other business as may properly come before the
meeting and any adjournments thereof.
Stockholders of record at the close of business on January 25, 1995, are
entitled to vote at the meeting or any adjournments thereof.
By Order of the Board of Directors
[SIGNATURE OF
WILLIAM G. SKOLOUT APPEARS HERE]
William G. Skolout
Secretary
February 7, 1995
Colorado Springs, Colorado
PLEASE EXECUTE THE ENCLOSED PROXY CARD AND RETURN IT TO THE COMPANY IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF IT IS MAILED IN THE UNITED
STATES. GIVING THE PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU
ATTEND THE MEETING.
<PAGE>
CRAY COMPUTER CORPORATION
1110 BAYFIELD DRIVE
COLORADO SPRINGS, CO 80906
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 27, 1995
PROXY SOLICITATION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Cray Computer Corporation (the "Company"), a Delaware
corporation, of proxies to be voted at the Company's Special Meeting of
Stockholders to be held at the Antlers Doubletree Hotel, 4 South Cascade
Avenue, Colorado Springs, Colorado, on Monday, February 27, 1995, at 9:00 A.M.,
Mountain Standard Time (MST) or at any adjournment thereof (the "Special
Meeting"). This Proxy Statement and the enclosed form of proxy card ("proxy
card") are being mailed to each stockholder on or about February 7, 1995.
VOTING RIGHTS AND VOTE REQUIRED
Stockholders of record as of the close of business on January 25, 1995, will
be entitled to vote at the meeting or any adjournments thereof. On that date,
the Company had 44,171,301 shares of Common Stock outstanding. Each share is
entitled to one vote. The presence of a majority of the shares entitled to vote
at the meeting in person or by proxy will constitute a quorum for the meeting.
A list of the stockholders entitled to vote at the Special Meeting will be
available for inspection by any stockholder at the Company's offices at 1110
Bayfield Drive, Colorado Springs, Colorado, from February 18 to February 27,
1995, during ordinary business hours.
A stockholder may revoke a proxy at any time before it is exercised by filing
a written revocation or another proxy bearing a later date with the Secretary
of the Company, or by attending the meeting and withdrawing the proxy prior to
its exercise. When a proxy card is returned properly signed, the shares
represented will be voted in accordance with the stockholder's directions. If
no directions are indicated on the proxy card, the shares will be voted "FOR"
any proposals to be considered at the meeting.
The affirmative vote of the holders of a majority of the shares entitled to
vote at the meeting on the proposed amendment to the Company's Restated
Certificate of Incorporation is required to approve the proposal. Votes may be
cast in favor of or against the proposed amendment, or a stockholder may
expressly abstain from voting ("Abstentions"). Abstentions are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business. Abstentions are counted in the tabulation of the total number of
shares entitled to vote on the proposed amendment and thus have the effect of a
vote against the proposal.
The cost of solicitation of proxies will be borne by the Company. The Company
has employed Chemical Bank for a fee of approximately $10,000 to assist in this
solicitation. In addition, the Company will reimburse brokers and other persons
holding stock in their names or in the names of nominees for expenses incurred
in sending proxy material to beneficial owners and obtaining their proxies.
There may also be incidental personal solicitation at nominal expense made by
regular employees of the Company.
<PAGE>
PRINCIPAL SHAREHOLDER AND SECURITY OWNERSHIP OF MANAGEMENT
PRINCIPAL SHAREHOLDER
The following person is the only person known to the Company who on January
25, 1995, beneficially owned more than 5% of the Company's Common Stock, its
only class of outstanding voting securities:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
------------------- ----------------------- ----------------
<S> <C> <C>
Seymour R. Cray........................ 3,670,268 8.3%
1110 Bayfield Drive
Colorado Springs, CO 80906
</TABLE>
- - --------
(1)Beneficial ownership results from sole voting and investment power.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to the shares of
Common Stock which were beneficially owned by each director and executive
officer of the Company and by all directors and executive officers as a group
as of January 25, 1995, according to data furnished by the persons named.
SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL COMMON STOCK
BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
---------------- ----------------------- ----------------
<S> <C> <C>
Seymour R. Cray....................... 3,670,268 8.3%
Jean-Louis Gassee..................... 260,000 *
Thomas A. Longo....................... 12,035 *
Terry A. Willkom...................... 123,441 *
Charles W. Breckenridge............... 120,336 *
William G. Skolout.................... 80,000 *
Howard R. Watts....................... 42,000 *
All directors and executive officers
as a group........................... 4,308,080 9.8%
</TABLE>
- - --------
*Represents beneficial ownership of less than 1 percent of the outstanding
Common Stock.
(1) Mr. Willkom's shares include 100 shares which are owned indirectly by him.
Mr. Breckenridge's shares include 336 shares which are owned jointly with
his wife. Each of the named persons has sole voting and investment power
for the other shares shown.
2
<PAGE>
PROPOSED AMENDMENT
ACTION BY BOARD OF DIRECTORS
The Company's Board of Directors on January 25, 1995, approved the proposed
amendment to the Company's Restated Certificate of Incorporation, declared its
advisability, and called the Special Meeting for the holders of the Company's
issued and outstanding Common Stock to consider and vote on the proposed
amendment.
PURPOSE AND EFFECT OF THE PROPOSED AMENDMENT
The purpose of the proposed increase in authorized Common Stock is to permit
the issuance of additional shares of Common Stock to investors in or outside
the United States, who may or may not be existing stockholders of the Company.
The proceeds from such issuances will be used to continue the design,
development, manufacture and marketing of the Company's supercomputer products.
The Company has authorized capital stock of 80,000,000 shares, consisting of
60,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock. As
of January 25, 1995, the number of issued and outstanding shares of Common
Stock was 44,171,301 and no shares of Preferred Stock were outstanding. Only
12,232,772 shares of authorized Common Stock are available for issuance. If the
proposed Amendment is adopted, 72,232,772 shares of Common Stock will be
authorized and available for issuance.
The terms and rights of the additional shares of Common Stock to be
authorized will be identical to those of presently outstanding shares and to
those of presently authorized but unissued shares of Common Stock. Since
holders of Common Stock have no pre-emptive rights to subscribe to any of the
additional authorized shares, the issuance of any such additional shares in
other than a rights offering to existing shareholders will reduce the
percentage ownership in the Company of existing shareholders. Any such
issuances are expected to be made for consideration exceeding the book value
per share of the Company's issued and outstanding Common Stock, but may be made
at a lesser price per share than the trading price of the Company's shares of
Common Stock on the Nasdaq National Market at the time the issuances are made.
REASONS FOR THE PROPOSED AMENDMENT
URGENT NEED FOR CAPITAL
Although substantial progress has been made in the development of the CRAY-4
supercomputer system, the Company continues to need large amounts of working
capital to continue its operations. The Company has received no orders for or
revenues from the sale of its products and cannot meet its needs through
additional debt financing.
The Company's existing cash resources will allow the Company to continue
operating through February, 1995. After that, the Company will need substantial
financing to continue operations until a time when it may begin to obtain
revenues from sales of the CRAY-4 or other supercomputer systems. The
management of the Company believes that if additional shares of Common Stock
are not authorized and issued, the Company will not be able to continue
operations at their present level during the intervening period. It does not
expect that revenues from sales will be received before June, 1995, at the
earliest.
PROPOSED PRIVATE OFFERING TO FOREIGN INVESTORS. The Company has entered into
an agreement with Marleau, Lemire Securities, Inc. of Montreal, Canada, for a
best efforts private placement to institutional investors outside the United
States intended to comply with the requirements of Regulation S of the United
States Securities and Exchange Commission. The private placement is presently
expected to involve at least 20 million shares of Common Stock of the Company
at a price per share which is not yet determined.
3
<PAGE>
POTENTIAL RIGHTS OFFERING. The Company's Board of Directors has also
considered and investigated the making of a rights offering to its stockholders
pursuant to which each of them would have an opportunity to subscribe for
additional shares of Common Stock in proportion to their holdings of Common
Stock on the record date for the rights offering. If the proposed private
offering to foreign investors is not completed and the Company's Board of
Directors determines that a rights offering will provide a feasible means of
providing the substantial capital required by the Company, the Board of
Directors will authorize and carry out a rights offering without submitting the
plan for the rights offering for approval by shareholders. While the Company's
Board of Directors has not decided to make such a rights offering nor
determined its terms, the number of shares of Common Stock presently authorized
and unissued would be insufficient to permit sale of the number of shares
necessary to meet the Company's urgent capital needs.
OTHER POSSIBLE ISSUANCES. The Company will require substantial additional
capital during 1995, and perhaps in future years. There is no assurance that
this capital can be obtained without issuances of Common Stock in addition to
those described above. Such issuances may be made in private offerings to
investors inside or outside the United States. It is also possible, although
not presently contemplated by the Company, that Common Stock would be issued in
a public offering (other than a rights offering) or that Common Stock would be
part of a transaction with a strategic partner or partners providing capital in
exchange for the opportunity to share in the Company's technology.
IN VIEW OF THE FOREGOING FACTORS, THE BOARD OF DIRECTORS OF THE COMPANY
UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE INCREASE IN
AUTHORIZED COMMON STOCK.
STOCKHOLDER PROPOSALS AND NOMINATIONS
Any proposal by a stockholder of the Company to be presented at the 1995
Annual Meeting of the Stockholders must have been received by the Company no
later than December 1, 1994.
OTHER MATTERS
The Board of Directors knows of no matters other than those discussed in this
Proxy Statement that properly may be or are likely to be brought before the
meeting. In the event any other matters are properly brought before the
meeting, the proxy holders or their substitutes will vote in accordance with
their best judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
[SIGNATURE OF
WILLIAM G. SKOLOUT APPEARS HERE]
William G. Skolout
Secretary
February 7, 1995
Colorado Springs, Colorado
4
<PAGE>
CRAY COMPUTER CORPORATION
EXHIBIT A
FORM OF PROPOSED AMENDMENT TO THE RESTATED
CERTIFICATE OF INCORPORATION
RESOLVED, that the Restated Certificate of Incorporation of Cray Computer
Corporation (the "Company") be amended by deleting the first paragraph of
Article IV, and substituting the following paragraph therefor:
"The total number of shares of stock which the Corporation shall have
authority to issue is one hundred twenty million (120,000,000) shares of
Common Stock, having a par value of One Cent ($0.01) per share, and
twenty million (20,000,000) shares of Preferred Stock, having a par
value of One Cent ($0.01) per share."
<PAGE>
CRAY COMPUTER CORPORATION
1110 Bayfield Drive
Colorado Springs, Colorado 80906
719-579-6464
<PAGE>
[LOGO AND NAME OF CRAY COMPUTER CORPORATION APPEARS HERE]
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CRAY COMPUTER CORPORATION
The undersigned holder(s) of shares of Common Stock of Cray Computer
Corporation (the "Company") hereby appoints William G. Skolout and Renita Wolf,
or either of them, each with full power of substitution, to vote all shares of
said stock which the undersigned could vote if personally present at the
Special Meeting of Stockholders of the Company to be held on Monday, February
27, 1995 at 9:00 o'clock A.M., Mountain Standard Time, at the Antlers
Doubletree Hotel, 4 South Cascade Avenue, Colorado Springs, Colorado, and at
adjournments thereof, on the following matters:
1. Proposal to approve an amendment to the Company's Restated Certificate of
Incorporation deleting the first paragraph of Article IV thereof and
substituting the following paragraph therefor:
"The total number of shares of stock which the Corporation shall have
authority to issue is one hundred twenty million (120,000,000) shares of
Common Stock, having a par value of One Cent ($0.01) per share, and twenty
million (20,000,000) shares of Preferred Stock, having a par value of One
Cent ($0.01) per share."
[_] FOR [_] AGAINST [_] ABSTAIN
2. In their discretion, on such other business as may properly come before the
Special Meeting of Stockholders or any adjournments thereof.
[_] I plan to attend the meeting
(Continued on the other side)
Whether or not you plan to attend the meeting, you are urged to execute and
return this Proxy, which may be revoked at any time prior to its use. This
Proxy, when properly executed, will be voted in the manner directed herein by
the undersigned stockholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
FOR EACH PROPOSAL LISTED.
THIS PROXY SHOULD BE DATED AND SIGNED
BY THE STOCKHOLDER OR HIS ATTORNEY IN
WRITING OR IN ANY OTHER MANNER
PERMITTED BY LAW. IF SHARES ARE HELD
BY TWO OR MORE PERSONS, ANY ONE MAY
SIGN. IF SIGNING AS EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN OR
AS A CORPORATE OFFICER, PLEASE GIVE
FULL TITLE. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY THE
PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN
AUTHORIZED PERSON.
Dated: _________________________, 1995
______________________________________
Signature of Stockholder
______________________________________
Signature of Stockholder
(if held jointly)
PLEASE SIGN EXACTLY AS THE
STOCKHOLDER NAME APPEARS HEREON. DATE
AND RETURN THIS PROXY IN THE REPLY
ENVELOPE PROVIDED. IF YOU RECEIVE
MORE THAN ONE PROXY CARD, PLEASE SIGN
AND RETURN ALL CARDS RECEIVED.
<PAGE>
[LOGO AND NAME OF CRAY COMPUTER CORPORATION APPEARS HERE]
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CRAY COMPUTER CORPORATION
The undersigned holder(s) of shares of Common Stock of Cray Computer
Corporation (the "Company") hereby appoints William G. Skolout and
Renita Wolf, or either of them, each with full power of substitution, to
vote all shares of said stock which the undersigned could vote if
personally present at the Special Meeting of Stockholders of the Company
to be held on Monday, February 27, 1995 at 9:00 o'clock A.M., Mountain
Standard Time, at the Antlers Doubletree Hotel, 4 South Cascade Avenue,
Colorado Springs, Colorado, and at adjournments thereof, on the
following matters:
(Continued on other side)
<PAGE>
Whether or not you plan to attend the meeting, [X] Please mark
you are urged to execute and return this your votes
Proxy, which may be revoked at any time prior like this
to its use. This Proxy, when properly executed,
will be voted in the manner directed herein by
the undersigned stockholder. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR EACH PROPOSAL
LISTED.
--------
COMMON
1. Proposal to approve an 2. In their discretion, on such other
amendment to the Company's business as may properly come
Restated Certificate of before the Special Meeting of
Incorporation deleting the Stockholders or any adjournments
first paragraph of Article thereof.
IV thereof and substituting
the following paragraph
therefor:
"The total number of shares of
stock which the Corporation
shall have authority to issue
is one hundred twenty million
(120,000,000) shares of Common
Stock, having a par value of One
Cent ($0.01) per share, and
twenty million (20,000,000) shares
of Preferred Stock, having a par
value of One Cent ($0.01) per share."
FOR AGAINST ABSTAIN
[_] [_] [_]
I PLAN TO ATTEND MEETING [_]
COMMENTS/ADDRESS CHANGE
Please mark this box if
you have written [_]
comments/address change
on the reverse side.
Signature(s): _______________ _______________ Dated: _____________________, 1995
THIS PROXY SHOULD BE DATED AND SIGNED BY THE STOCKHOLDER OR HIS ATTORNEY AUTHO-
RIZED IN WRITING OR IN ANY OTHER MANNER PERMITTED BY LAW. IF SHARES ARE HELD BY
TWO OR MORE PERSONS, ANY ONE MAY SIGN. IF SIGNING AS EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN OR AS A CORPORATE OFFICER, PLEASE GIVE FULL TITLE. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY THE PRESIDENT OR OTHER AU-
THORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN AU-
THORIZED PERSON.
