Form 8-K 08 22 05
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On
August 16,
2005, the Board of Directors of Cree, Inc. (the "Company") approved a $25,000
annual retainer to be paid to each non-employee director beginning September
1,
2005. The retainer will be paid quarterly in advance and is in addition to
fees
paid to non-employee directors for attending meetings of the Board and Board
committees.
The
Board of
Directors on August 16, 2005 also approved awards of restricted stock and
non-qualified stock options to be granted on September 1, 2005 to non-employee
members of the Board under the Company's 2004 Long-Term Incentive Compensation
Plan (the “Plan”). The Plan was previously approved by the Company's
shareholders, and the Company filed a copy of the Plan with the Securities
and
Exchange Commission on November 5, 2004 as Exhibit 10.1 to the Company’s report
on Form 10-Q for the quarterly period ended September 26, 2004. The Company’s
non-employee directors are James E. Dykes, Robert J. Potter, Dolph W. von Arx
and Harvey A. Wagner. The grants of non-qualified stock options to non-employee
directors are subject to shareholder approval of certain amendments to the
Plan
to be submitted for a vote at the next annual meeting of shareholders. Pursuant
to the Board's approval, 5,000 shares of restricted stock will be issued on
September 1, 2005 to each of the non-employee directors. The shares of
restricted stock will be subject to vesting restrictions and other terms and
conditions and will vest on September 1, 2006, provided the non-employee
director continues service until that date as a member of the Company's Board
of
Directors or as an employee of the Company or a related "Employer" as
defined in the Plan.
Also
on
August 16, 2005, the Compensation Committee of the Company's Board of Directors
approved grants of restricted stock and non-qualified stock options to be
granted on September 1, 2005 under the Plan to certain of the Company's
executive officers. Pursuant to the Committee's approval, shares of restricted
stock will be issued on September 1, 2005 to executive officers as follows:
30,000 shares to Charles M. Swoboda, 6,000 shares to John W. Palmour, and 6,000
shares to Robert C. Glass. The shares of restricted stock will be subject to
vesting restrictions and other terms and conditions. One-fifth of the shares
awarded will vest on each of September 1, 2006, September 1, 2007, September
1,
2008, September 1, 2009 and September 1, 2010, provided the officer continues
service as an employee of the Company or a related "Employer" as defined in
the
Plan or as a member of the Company's Board of Directors.
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:
|
|
| |
|
Charles
M. Swoboda
|
| |
|
Chairman,
Chief Executive Officer and
President
|
Date:
August 22, 2005