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As filed with the Securities and Exchange Commission on January 13, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CREE, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
NORTH CAROLINA 56-1572719
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer
Identification No.)
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4600 SILICON DRIVE
DURHAM, NORTH CAROLINA 27703
(919) 313-5300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
CYNTHIA B. MERRELL
CHIEF FINANCIAL OFFICER AND TREASURER
CREE, INC.
4600 SILICON DRIVE
DURHAM, NORTH CAROLINA 27703
(919) 313-5300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
GERALD F. ROACH, ESQ. PHILIP P. ROSSETTI, ESQ.
AMY J. MEYERS, ESQ. HALE AND DORR LLP
SMITH, ANDERSON, BLOUNT, 60 State Street
DORSETT, MITCHELL & JERNIGAN, L.L.P. Boston, Massachusetts 02109
2500 First Union Capitol Center (617) 526-6000
Raleigh, North Carolina 27601
(919) 821-1220
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-94013
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Class Maximum Maximum
of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share Offering Price Registration Fee
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Common Stock, $0.0025 par value per share...... 299,000 $85.125 $25,452,375 $6,719.43
.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933 ("Rule 462(b)") and includes the registration
statement facing page, this page, the signature page, an exhibit index, an
opinion of counsel and accountants' consents. Pursuant to Rule 462(b), the
contents of the registration statement on Form S-3 (File No. 333-94013), as
amended, of Cree, Inc., including the exhibits thereto (the "Initial
Registration Statement"), are incorporated by reference into this registration
statement. This registration statement covers the registration of 299,000 shares
of Common Stock of Cree, Inc. for sale in the offer referred to in the Initial
Registration Statement.
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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-3 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 January 13, 2000.
CREE, INC.
By:/s/ F. Neal Hunter
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F. Neal Hunter
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons on January 13, 2000 in the
capacities indicated.
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Signature Title
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/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
- ------------------------------------------ (Chief Accounting and Financial Officer)
Cynthia B. Merrell
* Director
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Calvin H. Carter, Jr., Ph.D.
* Director
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James E. Dykes
* Director
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Michael W. Haley
* Director
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Walter L. Robb, Ph.D.
* Director
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Dolph W. Von Arx
* Director
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John W. Palmour, Ph.D.
*By: /s/ F. Neal Hunter *By: /s/ Cynthia B. Merrell
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F. Neal Hunter as Attorney-in-Fact Cynthia B. Merrell as Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibit
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5.01 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell
& Jernigan, L.L.P.
23.01 Consent of PricewaterhouseCoopers LLP
23.02 Consent of Ernst & Young LLP
23.03 Consent of Smith, Anderson, Blount, Dorsett, Mitchell
& Jernigan, L.L.P. (included in Exhibit 5.01 hereto)
24.01 Powers of Attorney (filed as Exhibit 24.01 to the
Registration Statement on Form S-3 (No. 333-94013)
and incorporated herein by reference)
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Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
Lawyers
Offices Mailing Address
2500 First Union Capitol Center P.O. Box 2611
Raleigh, North Carolina 27601 Raleigh, North Carolina
27602-2611
telephone (919) 821-1220
facsimile (919) 821-6800
January 13, 2000
Cree, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are counsel for Cree, Inc. (the "Company") in connection with the
issuance and sale by the Company of up to 3,289,000 shares of the Company's
Common Stock (including up to 429,000 shares subject to the underwriters'
over-allotment option), $0.0025 par value per share. These shares are described
in the Company's Registration Statement on Form S-3 (File No. 333-94013), filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), on January 3, 2000, as amended
on January 6, 2000 (the "Registration Statement"), incorporated by reference
into the Company's registration statement on Form S-3 filed on January 13, 2000
pursuant to Rule 462(b) (the "Rule 462(b) Registration Statement"). This opinion
is in addition to the opinion of our firm dated January 3, 2000 which was filed
as Exhibit 5.01 to the Registration Statement.
We have examined the Amended and Restated Articles of Incorporation, as
amended, and Amended and Restated Bylaws of the Company, the minutes of the
meetings of the Board of Directors of the Company relating to the authorization
and issuance of securities and such other documents, records, and matters of law
as we have deemed necessary for purposes of this opinion. In our examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents as originals, the conformity to originals of all documents submitted
to us as certified copies or photocopies, and the authenticity of the originals
of such latter documents. In rendering the opinion set forth below, we also have
relied upon a certificate of an officer of the Company whom we believe is
responsible.
Based upon the foregoing and the additional qualifications set forth
below, it is our opinion that the 299,000 shares of Common Stock of the Company
which are being registered pursuant to the Rule 462(b) Registration Statement
will, when issued and delivered against
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payment therefor as contemplated by the Registration Statement, be validly
issued, fully paid and nonassessable.
The opinion expressed herein does not extend to compliance with state
and federal securities laws relating to the sale of these securities.
We hereby consent to the reference to our firm in the Registration
Statement and the Rule 462(b) Registration Statement under the heading "Legal
Matters" and to the filing of this opinion as an exhibit to the Rule 462(b)
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 that might come to our attention subsequent to the date hereof
which may affect our legal opinion expressed herein.
Sincerely yours,
/s/ SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
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Consent of Independent Accountants
We consent to the incorporation by reference in this Registration Statement on
Form S-3 filed pursuant to Rule 462(b) of our report dated July 22, 1998, on our
audits of the financial statements of Cree, Inc. and subsidiaries, which is
incorporated by reference herein and appears in Cree, Inc.'s Annual Report on
Form 10-K for the year ended June 27, 1999. We also consent to the references to
our firm under the captions "Selected Consolidated Financial Data" and
"Experts."
/s/ PricewaterhouseCoopers LLP
Raleigh, North Carolina
January 13, 2000
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Consent of Independent Auditors
We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" and to the incorporation by reference
of our report dated July 23, 1999, in the Registration Statement on Form S-3
filed pursuant to Rule 462(b) relating to the earlier Registration Statement on
Form S-3 (No. 333-94013) and related Prospectus of Cree, Inc.
/s/ ERNST & YOUNG LLP
Raleigh, North Carolina
January 13, 2000
