form8k020808.htm
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)
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North
Carolina
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0-21154
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56-1572719
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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4600
Silicon Drive
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Durham,
North Carolina
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27703
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(Address
of principal executive offices)
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(Zip
Code)
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(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))
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Item
3.02
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Unregistered
Sales of Equity Securities
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On
February 7, 2008, Cree, Inc., a North Carolina corporation (the “Company”),
Rabbit Sub, Inc., a North Carolina corporation and a wholly-owned subsidiary of
the Company (“Merger Sub”), LED Lighting Fixtures, Inc., a North Carolina
corporation (“LLF”) and certain shareholders of LLF, entered into a Merger
Agreement and Plan of Reorganization (the “Merger Agreement”), pursuant to which
LLF will merge with and into Merger Sub (the “Merger”). The Merger is
targeted to close in March 2008, subject to the satisfaction of customary
conditions, including obtaining the approval of LLF’s shareholders.
In
accordance with the terms of the Merger Agreement, the Company has agreed to
acquire all of the outstanding shares of capital stock of LLF and to assume
LLF’s outstanding options in exchange for approximately $77 million, which is
comprised of a combination of cash and shares of the Company’s common
stock. The number of shares of the Company’s common stock that
may be issued in the Merger will be based upon the average closing price of the
Company’s shares on the Nasdaq Global Select Market over the twenty trading days
ending the day before the signing of the Merger Agreement, which is $28.317 per
share. Holders of shares of LLF preferred stock may elect to receive
a cash payment in lieu of converting their preferred shares into shares of LLF
common stock and receiving shares of the Company’s common stock in the
Merger. Accordingly, the number of shares of the Company’s common
stock that may be issued in the Merger will depend upon the number of shares of
LLF preferred stock that elect to be cashed out in the
Merger. Additional cash consideration of up to $26.4 million may be
payable to holders of LLF common stock over the next three calendar years tied
to new product milestones and key employee
retention.
The
shares of the Company’s common stock to be issued in the Merger are expected to
be issued in reliance on an exemption from registration under Section 3(a)(10)
of the Securities Act of 1933, as amended, for the issuance and exchange of
securities approved, after a public hearing upon the fairness of the terms and
conditions of the exchange, by a state commission authorized by law to grant
such approval. The Company intends to apply for such a fairness
hearing before the North Carolina Secretary of State in accordance with Section
78A-30 of the North Carolina Securities Act. If an order of approval
is not forthcoming, the parties are not obligated to proceed with the
transaction unless they determine there is an available exemption from
registration accompanied by appropriate representations from LLF
shareholders.
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Item
7.01
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Regulation
FD Disclosure
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On
February 8, 2008, the Company issued a press release announcing the execution of
the Merger Agreement. A copy of the press release is furnished with
this report as Exhibit 99.1.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
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Exhibit
No.
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Description of
Exhibit
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99.1
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Press
release dated February 8, 2008
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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.
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CREE,
INC.
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By:
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/s/
Charles
M. Swoboda |
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Charles
M. Swoboda
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Chairman,
Chief Executive Officer and
President
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Date: February
8, 2008
EXHIBIT
INDEX
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Exhibit
No.
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Description of
Exhibit
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99.1
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Press
release dated February 8, 2008
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