FILED PURSUANT TO
RULE 424(b)(3)
SEC FILE NO. 0-21154
CREE RESEARCH, INC.
SUPPLEMENT TO REOFFER PROSPECTUS
AUGUST 14, 1997
This Supplement to Reoffer Prospectus dated August 14, 1997 ("Supplement"),
supplements that certain Reoffer Prospectus dated November 3, 1995 (the
"Prospectus"). The number of shares to which the Prospectus relates, appearing
on both the cover page to the Prospectus and in the "Description of Securities
to be Registered" section appearing on page 7 of the Prospectus, is amended to
an aggregate of 440,603 shares of Common Stock, par value $0.005 per share (the
"Common Stock"), of Cree Research, Inc. (the "Company"), of which (i) 380,234
shares are issuable upon exercise of outstanding options ("Outstanding
Options") granted pursuant to the Cree Research, Inc. Amended and Restated
Equity Compensation Plan (the "Plan"), and (ii) 60,369 shares (the "Outstanding
Shares") have been issued prior to the date of the Prospectus upon exercise of
stock options granted pursuant to the Plan.
The following information is added to the list of affiliate Selling Shareholders
appearing on page 8 of the Prospectus:
Name of Selling Shareholder Number of Option Shares
- --------------------------- -----------------------
Charles M. Swoboda 26,000
The following information is added to the description of each Selling
Shareholder appearing on page 9 of the Prospectus:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Material Percent
Relationship Securities Securities Common
Had With Beneficially Beneficially Stock Owned
the Company Owned Prior Securities Owned After After
Name of Selling Within Past to Date of Offered Completion of Completion
Shareholder Three Years Prospectus(1)(3) Hereby Offering(2) Offering
- ------------------ ----------- ---------------- ---------- ------------- ----------
Charles M. Swoboda Chief 23,000 26,000 200 *
Operating
Officer
</TABLE>
* Less than 1%
(1) Includes Common Stock as to which the holder has sole or shared voting
or investment power and Common Stock issuable pursuant to options and/or
warrants exerciseable within the next sixty (60) days.
(2) Assumes all Plan Shares being registered will be sold. However, to the
best of the Company's knowledge, the holders of such securities have no
commitment to anyone to sell all or part of the securities being
registered.
(3) Common Stock owned prior to the date of the Supplement.
