As filed with the Securities and Exchange Commission on December 10, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
Registration Statement
under
the Securities Act of 1933
CREE RESEARCH, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-1572719
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4600 Silicon Drive
Durham, North Carolina 27703
(Address of Principal Executive Offices) (Zip Code)
CREE RESEARCH, INC.
AMENDED AND RESTATED EQUITY COMPENSATION PLAN
(AS AMENDED AND RESTATED)
(Full title of the plan)
F. Neal Hunter, Chairman
Cree Research, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
(Name and address of agent for service)
(919) 313-5300
(Telephone number, including area code, of agent for service)
Copy to:
Gerald F. Roach, Esq.
SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.
2500 First Union Capitol Center
Raleigh, North Carolina 27601
(919) 821-1220
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum Amount of
securities Amount to offering price aggregate registration
to be registered be registered per share offering price fee
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Common Stock, 4,800,000 (1) $64.75 (2) $310,800,000 (2) $82,051.20
$0.0025 par value shares
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(1) Plus such indeterminate number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the plan.
(2) This price is estimated solely for the purpose of calculating the
registration fee. Pursuant to Rules 457(c) and (h), shares that may be the
subject of the Plan are deemed to be offered at $64.75 per share, the
average of the high and low prices for the Registrant's Common Stock on
December 3, 1999 in the Nasdaq National Market System.
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<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, this Registration Statement
is filed solely to register an additional 4,800,000 shares of the Common Stock
of Cree Research, Inc. (the "Company") under the Cree Research, Inc. Amended and
Restated Equity Compensation Plan (the "Plan"). An aggregate of 2,080,000 shares
were previously registered for issuance under the Plan on Form S-8 Registration
Statement No. 33-98956, filed with the U.S. Securities and Exchange Commission
(the "Commission") on or about November 3, 1995. Pursuant to General Instruction
E, the contents of the Company's Form S-8 Registration Statement referenced
above are hereby incorporated herein by reference.
Item 3. Incorporation of Documents by Reference
The following documents have been filed with the Commission and are
incorporated herein by reference:
a) The Company's Annual Report on Form 10-K for the year ended June 27,
1999.
b) The Company's Quarterly Report on Form 10-Q for the period ended
September 26, 1999.
c) The Company's Current Report on Form 8-K dated July 13, 1999.
d) The description of the Company's common stock contained in its
registration statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934.
All documents filed by the Company subsequent to the date hereof pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered under
the Plan have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Item 8. Exhibits
The following exhibits are filed as a part of this Registration Statement:
Exhibit
Number Description of Exhibit
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4.01(1) Amended and Restated Articles of Incorporation
4.02(1) Amended and Restated Bylaws
5 Legal opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
LLP (Included in Exhibit 5)
24 Power of Attorney (Contained on signature page).
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(1) Exhibit to the Company's Annual Report on Form 10-K for the year ended
June 27, 1999 as filed with the Commission and incorporated herein by
reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Durham, State of North Carolina, on December 10,
1999.
CREE RESEARCH, INC.
By: /s/ F. NEAL HUNTER
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F. Neal Hunter
Chairman and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints F. Neal Hunter and Cynthia B. Merrell and each of them,
each with full power to act without the other, his true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on December 10, 1999 in the
capacities indicated.
Signature Title
/s/ F. NEAL HUNTER Chairman and Chief Executive Officer
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F. Neal Hunter
/s/ CYNTHIA B. MERRELL Chief Financial Officer and Treasurer
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Cynthia B. Merrell Officer)
/s/ CALVIN H. CARTER, JR. Director
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Calvin H. Carter, Jr., Ph.D.
/s/ JAMES E. DYKES Director
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James E. Dykes
Director
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Michael W. Haley
/s/ WALTER L. ROBB Director
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Walter L. Robb, Ph.D.
/s/ DOLPH W. VON ARX Director
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Dolph W. Von Arx
Director
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John W. Palmour, Ph.D.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.01(1) Amended and Restated Articles of Incorporation
4.02(1) Amended and Restated Bylaws
5 Legal opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
LLP (Included in Exhibit 5)
24 Power of Attorney (Contained on signature page).
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(1) Exhibit to the Company's Annual Report on Form 10-K for the year ended
June 27, 1999 as filed with the Commission and incorporated herein by
reference.
EXHIBIT 5
SMITH, ANDERSON, BLOUNT,
DORSETT, MITCHELL & JERNIGAN, L.L.P
Post Office Box 2611
Raleigh, North Carolina 27602-2611
Telephone: (919) 821-1220
Facsimile: (919) 821-6800
December 10, 1999
Cree Research, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
Ladies and Gentlemen:
As counsel for Cree Research, Inc. (the "Company"), we furnish the
following opinion in connection with the proposed issuance by the Company of up
to 4,800,000 additional shares of its common stock (the "Common Stock"),
pursuant to the Cree Research, Inc. Amended and Restated Equity Compensation
Plan (the "Plan"). These securities are the subject of a Registration Statement
to be filed by the Company with the Securities and Exchange Commission on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), to which this opinion is to be attached as an exhibit. This opinion
is furnished pursuant to the requirement of Item 601(b)(5) of Regulation S-K
under the Act.
We have examined the Amended and Restated Articles of Incorporation, as
amended, and Bylaws, as amended, of the Company, the minutes of meetings of its
Board of Directors, and such other documents and considered such matters of law
and fact as we, in our professional judgment, have deemed appropriate to render
the opinion contained herein. Based on such examination, it is our opinion that
the shares of Common Stock of the Company, which are being registered pursuant
to the Registration Statement, may be legally issued in accordance with the
Company's Amended and Restated Articles of Incorporation and Bylaws, and when so
issued and duly delivered against payment therefor pursuant to the terms of the
Plan, such shares will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. Such consent shall not be deemed to be an admission that
this firm is within the category of persons whose consent is required under
Section 7 of the Act or the regulations promulgated pursuant to the Act.
This opinion is limited to the laws of the State of North Carolina and no
opinion is expressed as to the laws of any other jurisdiction.
Our opinion is as of the date hereof, and we do not undertake to advise
you of matters which might come to our attention subsequent to the date hereof
which may affect our legal opinion expressed herein.
Very truly yours,
SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
/s/ Smith, Anderson, Blount, Dorsett
Mitchell & Jernigan, L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Cree Research, Inc., pertaining to the Cree Research, Inc.
Amended and Restated Equity Compensation Plan, of our report dated July 23, 1999
with respect to the consolidated financial statements of Cree Research, Inc.
included in its Annual Report on Form 10-K for the fiscal year ended June 27,
1999 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Raleigh, North Carolina
December 7, 1999
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in the Registration Statement on Form S-8,
pertaining to the Cree Research, Inc. Amended and Restated Equity Compensation
Plan, of our report dated July 22, 1998, on our audits of the financial
statements of Cree Research, Inc. and subsidiaries.
/s/ PricewaterhouseCoopers LLP
Raleigh, North Carolina
December 7, 1999
