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): December 1, 2000
CREE, 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 October 31, 2000, Cree, Inc. (the "Company") announced a two-for-one
split of its outstanding common stock ("Common Stock"). The stock split has been
effected by an amendment to the Company's Articles of Incorporation effective at
5:00 p.m. EST on December 1, 2000. Certificates evidencing the additional shares
of Common Stock resulting from the stock split were distributed by the Company's
transfer agent on December 8, 2000 to each person who was a record holder of
Common Stock upon the effectiveness of the Amendment. A copy of the Articles of
Amendment effecting the stock split 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, Registration Statement on Form S-8 (File
No. 333-92477), filed with the Commission on December 10, 1999, Registration
Statement on Form S-8 (File No. 333-92479), filed with the Commission on
December 10, 1999, Registration Statement on Form S-8 (File No. 333-43490),
filed with the Commission on August 10, 2000, Registration Statement on Form S-8
(File No. 333-48830), filed with the Commission on October 27, 2000, 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
December 1, 2000. 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 Articles of Amended effective December 1, 2000 at
5:00 p.m. EST
<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, INC.
By: /s/ Cynthia B. Merrell
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Dated: December 13, 2000 Cynthia B. Merrell
Chief Financial Officer and Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
99.01 Articles of Amendment effective December 1, 2000
at 5:00 p.m. EST
<PAGE>
EXHIBIT 99.01
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
CREE, INC.
Pursuant to Section 55-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following Articles of Amendment for
the purpose of amending its Articles of Incorporation:
1. The name of the corporation is Cree, Inc.
2. The text of Article IV of the Articles of Incorporation is amended to read in
its entirety as follows:
"The aggregate number of shares of capital stock which the Corporation
shall have authority to issue is 203,000,000 shares divided into two
classes consisting of 200,000,000 shares of Common Stock with a par value
of $0.00125 per share and 3,000,000 shares of Preferred Stock with a par
value of $0.01 per share. The Board of Directors is authorized from time to
time to establish one or more series of Preferred Stock and to determine
the preferences, limitations and relative rights of the Preferred Stock
before issuance of any shares of that class and of any series of Preferred
Stock before issuance of shares of that series."
3. No exchange, reclassification or cancellation of issued shares will be
effected by the amendment except as follows:
(a) Upon the effectiveness of these Articles of Amendment, each issued and
unissued authorized share of Common Stock, $0.0025 par value per
share, shall automatically be changed into two whole shares of Common
Stock, $0.00125 par value per share.
(b) The corporation will issue, on or about December 8, 2000, to each
person who is a record holder of Common Stock upon the effectiveness
of these Articles of Amendment, a certificate evidencing the
additional shares of Common Stock owned by such holder as a result of
the amendment.
(c) Each Common Stock certificate properly issued by the corporation prior
to the effectiveness of these Articles of Amendment which remains
outstanding at the time these Articles become effective 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, $0.00125 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.
<PAGE>
4. The amendment was duly adopted on October 30, 2000 by the board of directors
of the corporation in accordance with Section 55-10-02(4) of the North
Carolina General Statutes. No shareholder approval is required for adoption
of these Articles of Amendment since the corporation had only shares of
Common Stock outstanding and the amendment merely changes each issued and
unissued authorized share of the outstanding class into a greater number of
whole shares.
5. These Articles of Amendment shall be effective as of 5:00 p.m., Eastern
Standard Time, on December 1, 2000.
Signed this the 28th day of November, 2000.
CREE, INC.
By: /s/ Adam H. Broome
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Adam H. Broome, Secretary
