<PAGE>
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 25, 1997 (February 12, 1997)
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)
4240 North Nevada Avenue, Colorado Springs, CO 80907
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (719) 262-0222
<PAGE>
Item 5. Other Events.
- ------ ------------
Pursuant to the Registrant's Liquidating Plan of Reorganization approved on
May 16, 1996, and previously reported on Form 8-K dated May 22, 1996, the
Registrant's Liquidating Trustee, Terry A. Willkom, has made distributions in
satisfaction of the claims of substantially all priority creditors and in
satisfaction of 80% of the claims of substantially all unsecured creditors.
The cumulative amount of payments made for expenses and to creditors by the
Liquidating Trustee is approximately nine million dollars.
The Liquidating Trustee continues to hold approximately two million dollars
as a reserve for the payment of unresolved claims by creditors and for expenses
of administration. Any balance remaining after resolution of all such claims
and expenses will be distributed to unsecured creditors.
The Liquidating Trustee has determined that no funds will be available for
distribution to holders of the Registrant's equity securities. Accordingly,
acting pursuant to his authority under the Liquidating Plan and Sections 303 and
275 of the Delaware General Corporation Law, the Liquidating Trustee filed a
Certificate of dissolution of the Registrant on January 14, 1997, which was
accepted as complete on February 12, 1997. As a result of this action, the
Registrant no longer has any outstanding equity or debt securities, but will
remain in existence under the control of the Liquidating Trustee for the purpose
of completing its liquidation for the benefit of its creditors.
Item 7. Financial Statements and Exhibits.
- ------ ---------------------------------
Financial Statements
1. Unaudited balance sheet as of January 31, 1997.
Exhibits:
1. Certificate of Dissolution
2
<PAGE>
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
By:
-------------------------
Terry A. Willkom
Liquidating Trustee
DATE: February 25, 1997
3
<PAGE>
SRC COMPUTERS, INC.
UNAUDITED BALANCE SHEET AT 1/31/97
($000)
Cash & S/T Investments 2,155
=============
Reserve for Creditors 3,192
Reserve for Expenses 300
Shortage (1,337)
-------------
Total Reserve Net of Shortage 2,155
=============
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATION
FILED 09:00 AM 01/14/1997
971013177 - 2203393
CERTIFICATE OF DISSOLUTION
The undersigned, being the Liquidating Trustee of Cray Computer
Corporation, a Delaware corporation, hereby submits the following pursuant to
Sections 275 and 303 of the Delaware General Corporation Law:
1. The name of the corporation is Cray Computer Corporation
2. Dissolution of the Corporation was authorized on December 30, 1996.
3. The dissolution was authorized by the Liquidating Trustee of the
Corporation in bankruptcy, exercising the powers granted to said Trustee
under Section 303 of the Delaware General Corporation Law.
4. The undersigned certifies that he was appointed as Liquidating Trustee
under the Corporation's Plan of Reorganization confirmed by Order of the
United States Bankruptcy Court for the District of Colorado, dated May
16, 1996, and that said Plan authorized the Liquidating Trustee to take
all action to wind up the affairs of the Corporation, including the
filing of this Certificate.
5. The directors and officers of the Corporation are:
Directors:
Jean Louis Gassee
445 Lowell Ave.
Palo Alto, CA 94301
Thomas A. Longo
1700 Sandhill Road #410
Palo Alto, CA 94304
Officers:
Terry A. Willkom, President
330 Brandywine Drive
Colorado Springs, CO 80906
6. The undersigned hereby states and acknowledges that he is signing this
Certificate as the act and deed of the Corporation and that the facts
stated in this Certificate are true.
EXECUTED January 29, 1997
/s/ Terry A. Willkom
------------------------
Terry A. Willkom
Liquidating Trustee
