FORM 8-K DEC 14 2006
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
CREE,
INC.
(Exact
name of registrant as specified in its charter)
|
North
Carolina
|
0-21154
|
56-1572719
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
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
7.01
|
Regulation
FD Disclosure
|
On
December 13, 2006, Cree, Inc. (the “Company”) sold 356,275 shares of Color
Kinetics Incorporated common stock pursuant to the exercise in full
of the
over-allotment option granted to the underwriters in connection with
Color
Kinetics’ recent common stock offering. The Company received proceeds of
approximately $6.4 million from the sale of these shares. Previously,
on
November 15, 2006, the Company sold 575,000 shares in the offering
from which it
received proceeds of approximately $10.3 million. These sales are expected
to add, respectively, approximately $0.06 and $0.09 per diluted share,
or a
total of $0.15 per diluted share, to the Company’s earnings per share for
the second quarter of fiscal 2007 ending December 24, 2006. In connection
with
the offering, the Company entered into an agreement in which the
Company agreed
not to dispose of any additional shares of Color Kinetics’ common stock during a
period ending February 8, 2007, without the prior written consent
of the
underwriters, subject to extension in specified circumstances and
to certain
exceptions.
This
report contains forward-looking statements involving risks and uncertainties,
both known and unknown, that may cause actual results to differ materially
from
those indicated. Actual results, including with respect to the Company’s targets
and prospects, could differ materially due to a number of factors,
including
potential changes in demand; increasing price competition in key
markets; the
Company’s ability to complete development and commercialization of products
under development, such as its pipeline of brighter LEDs; the Company’s ability
to lower costs; the risk that, due to the complexity of its manufacturing
processes, transition of production of larger wafers, and transition
of its
advanced device wafer fabrication to its new facility, the Company
may
experience production delays that preclude it from shipping sufficient
quantities to meet customer orders or that result in higher production
costs and
lower margins; risks associated with the ramp-up of the Company’s production for
its new products; risks resulting from the concentration of the Company’s
business among few customers, including the risk that customers may
reduce or
cancel orders or fail to honor purchase commitments; the rapid development
of
new technology and competing products that may impair demand or render
the
Company’s products obsolete; the potential lack of customer acceptance for
the
Company’s products; risks associated with the Company’s recent acquisition;
risks associated with on-going litigation; and other factors discussed
in the
Company’s filings with the Securities and Exchange Commission, including
its
report on Form 10-K for the fiscal year ended June 25, 2006, and
subsequent
reports filed with the SEC. Except as required under the U.S. federal
securities
laws and the rules and regulations of the SEC, the Company disclaims
any
obligation to update any forward-looking statements after the date
of this
report, whether as a result of new information, future events, developments,
changes in assumptions or otherwise.
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/
Adam H. Broome |
| |
|
|
Adam
H. Broome
|
| |
|
|
Vice
President,
Legal
|
Date:
December 14, 2006