SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 13, 1999
CREE RESEARCH, INC.
(Exact name of registrant as specified in its charter)
North Carolina 0-21154 56-1572719
(State or other (Commission File No.) I.R.S. Employer
jurisdiction Identification Number
of incorporation)
4600 Silicon Drive, Durham, North Carolina 27703
(Address of principal executive offices)
(919) 313-5300
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On July 13, 1999, Cree Research, Inc. (the "Company") issued a press
release announcing a two-for-one split of its outstanding common stock ("Common
Stock"). The stock split will be effected by an amendment to the Company's
Articles of Incorporation to be effective at 5:00 p.m. EDT on July 26, 1999.
Upon the effectiveness of the amendment, each issued and unissued authorized
share of Common Stock, $0.005 par value per share, shall automatically be
changed into two whole shares of Common Stock, $0.0025 par value per share. Each
Common Stock certificate properly issued by the Company prior to the
effectiveness of the amendment which remains outstanding on that date shall,
upon and after such effectiveness, and without any requirement for action by the
holder thereof, be deemed a certificate evidencing a number of shares of Common
Stock, $0.0025 par value per share, equal to the number of shares stated on the
face of such certificate, without regard to any par value amount stated on such
certificate. The Company will issue, on or about July 30, 1999, to each person
who is a record holder of Common Stock upon the effectiveness of the amendment,
a certificate evidencing the additional shares of Common Stock resulting from
the stock split. A copy of the press release is attached hereto as Exhibit 99.01
and incorporated by reference herein.
In accordance with Rule 416(b) promulgated under the Securities Act of
1933, as amended (the "Securities Act"), the number of shares of Common Stock
registered for sale under the Securities Act by the Registration Statement on
Form S-8 (File No. 33-98958), filed with the Securities and Exchange Commission
(the "Commission") on November 3, 1995, and the Registration Statement on Form
S-3 (File No. 33-98728) as filed with the Commission on October 27, 1995 and
amended on December 12, 1995 and December 19, 1995, will be deemed to be
increased by the stock split to cover the additional shares resulting from the
application of the stock split to the registered shares of Common Stock
remaining unsold under the Registration Statements as of July 26, 1999. The
foregoing Registration Statements, which incorporate this current report on Form
8-K, are hereby amended pursuant to Rule 416(b) promulgated under the Securities
Act to increase the number of shares of Common Stock registered thereunder to
reflect the effects of the stock split.
Item 7.
(c) Exhibits
Exhibit No. Description of Exhibit
99.01 Press release dated July 13, 1999.
<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.
CREE RESEARCH, INC.
By: /s/ Cynthia B. Merrell
----------------------------------------
Dated: July 13, 1999 Cynthia B. Merrell
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.01 Press release dated July 13, 1999
Exhibit 99.01
Contact: Fran Barsky PRESS RELEASE
Investor Relations
Cree Research, Inc.
(T) 919-313-5397
(F) 919-313-5452
www.cree.com
CREE RESEARCH, INC. ANNOUNCES TWO-FOR-ONE
STOCK SPLIT
Durham, NC, July 13, 1999 - Cree Research, Inc. (Nasdaq: CREE), the world leader
in the development and manufacture of semiconductor materials and electronic
devices made from silicon carbide (SiC), announced today that its Board of
Directors has approved a two-for-one stock split. The effective date of the
split will be July 26, 1999, which also is the record date.
Shareholders of record on July 26, 1999 will be issued a certificate
representing one additional share of common stock for each share of common stock
held on the record date. The additional share certificates will be issued and
mailed on or about July 30, 1999 by the company's transfer agent, American Stock
Transfer & Trust Company. Upon completion of the split, the company will have 60
million shares of authorized common stock with approximately 29.3 million shares
outstanding.
North Carolina based Cree Research, Inc. is the world leader in developing and
manufacturing semiconductor materials and electronic devices made from silicon
carbide. The company uses proprietary technology to make enabling compound
semiconductors such as blue and green LEDs, microwave transistors for use in
wireless base stations and radar, SiC crystals used in the production of unique
gemstones and SiC wafers that are sold for research. Cree has new product
initiatives based on its expertise in SiC, including blue laser diodes for
optical storage applications and high power devices for power conditioning and
switching. For more information on Cree visit http://www.cree.com.
This press release contains forward-looking statements that are subject to
numerous risks and uncertainties, including fluctuations in the company's
operating results, variations in production yields in the company's
manufacturing processes, whether the company can develop improved products to
meet new product offerings by competitors,
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the effect of price competition, the company's dependence on few customers,
whether the company can manage growth effectively, assertion of intellectual
property rights by others and adverse changes in economic conditions in the
company's markets. These and other risks and uncertainties, which are described
in more detail in the company's report on Form 10-K for the year ended June 28,
1998, subsequent quarterly reports, and the company's registration statement on
Form S-3 dated January 14, 1999, all as filed with the Securities and Exchange
Commission, could cause actual results to be materially different from those
expressed or implied by any of the forward-looking statements.
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