SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 24, 1997
TERA COMPUTER COMPANY
(Exact name of registrant as specified in its charter)
Washington 0-26820 93-0962605
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2815 Eastlake Avenue East
Seattle, Washington 98102-3027
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (206) 325-0800
Registrant's facsimile number, including area code: (206) 323-1318
None
(Former name or former address, if changed since last report)
-1-
<PAGE>
Item 5. Other Events
------------
On September 24, 1997, the Company raised $5,000,000 through the private
placement of 5,000 shares of its Series C Convertible Preferred Stock (the
"Series C Stock") to one accredited investor. The Series C Stock will be
convertible from time to time into shares of common stock after the underlying
shares are registered with the Securities and Exchange Commission. The
conversion price will be the lower of $14.52 per share or 80% of the average of
the closing bid prices for the five consecutive trading days ending one day
prior to the date on which a notice of conversion is delivered to the Company,
with the conversion price subject to adjustment in certain conditions. The
Company expects to file a registration statement covering the shares of common
stock underlying the Series C Stock during October 1997.
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.
TERA COMPUTER COMPANY
By: /s/ KENNETH W. JOHNSON
------------------------------------
Kenneth W. Johnson
Vice President - Finance and
Chief Financial Officer
Date: October 1, 1997
-2-
