UNITED STATES
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): April 25, 2005
CREE, INC.
(Exact name of registrant as specified in its charter)
North Carolina 0-21154 56-1572719
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
4600 Silicon Drive
Durham, North Carolina 27703
(Address of principal executive offices) (Zip Code)
(919) 313-5300
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On April 27, 2005, the Board of Directors of Cree, Inc. (the "Company")
approved changes to the existing non-employee director fee schedule described in
the Company's proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on September 22, 2004, effective for any Board or Board
committee meetings held on or after April 13, 2005.
For regular Board meetings, non-employee directors will be paid $2,500 for
each meeting. For special Board meetings, non-employee directors will be paid
$1,000 for each meeting attended except where directors are requested to attend
in person, in which case non-employee directors attending in person will be paid
$2,500. For committee meetings, non-employee directors serving on the committee
will be paid $1,000 for each meeting attended except that the person serving as
chair of the Audit Committee will be paid $4,000 for each Audit Committee
meeting and the chair of any other committee will be paid $2,000 for each
meeting of that committee. The revised non-employee director meeting fee
schedule is included as Exhibit 10.1 to this Report.
Item 5.02(b) Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On April 25, 2005, Mr. F. Neal Hunter resigned from his position as
Chairman of the Company's Board of Directors and as a member of the Board of
Directors, effective as of that date. Mr. Charles M. Swoboda, a member of the
Board of Directors and the Company's Chief Executive Officer and President, was
elected Chairman of the Board of Directors, effective April 27, 2005. A copy of
the press release issued by the Company on April 29, 2005 (the "April 29 Press
Release") announcing Mr. Hunter's resignation and Mr. Swoboda's appointment is
included as Exhibit 99.1 to this Report.
Item 8.01 Other Events
The April 29 Press Release also announced that the Company's Board of
Directors extended the Company's stock repurchase program through the Company's
fiscal year ending on June 25, 2006. Pursuant to the stock repurchase program,
the Company is authorized to repurchase up to an aggregate of 5.45 million
shares of the Company's common stock. The stock repurchase program can be
implemented through open market or privately negotiated transactions at the
discretion of the Company's management. The April 29 Press Release announcing
the extension of the stock repurchase program is included as Exhibit 99.1 to
this Report.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
----------- -----------
10.1 Non-Employee Director Schedule of Meeting Fees
99.1 April 29, 2005 Press Release
SIGNATURE
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/ Charles M. Swoboda
----------------------------------------
Charles M. Swoboda
Chairman, Chief Executive Officer and
President
Date: April 29, 2005
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Non-Employee Director Schedule of Meeting Fees
99.1 April 29, 2005 Press Release