As filed with the Securities and Exchange Commission on October 24, 2001
Registration No. 333-57954
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-3 Registration Statement
Under the Securities Act of 1933
CRAY INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 93-0962605
(State or other jurisdiction (IRS Employer of
incorporation or organization) Identification No.)
411 First Avenue South
Suite 600
Seattle, WA 98104
(206) 701-2000 (telephone)
(206) 701-2500 (facsimile)
(Address, including zip code, and telephone and facsimile numbers,
including area code, of principal executive offices)
Kenneth W. Johnson, Chief Financial Officer
Cray Inc.
411 First Avenue South
Suite 600
Seattle, WA 98104
(206) 701-2000 (telephone)
(206) 701-2500 (facsimile)
(Name, address, including
zip code, and telephone and facsimile numbers,
including area code, of agent for service)
Copy to:
Christopher J. Voss
Stoel Rives LLP
One Union Square, 36th Floor
Seattle, WA 98101-3197
(206) 624-0900 (telephone)
(206) 386-7500 (facsimile)
Approximate Date of Commencement of Proposed Sale to the Public: October 12,
2001. This Post-Effective No. 1 shall become effective in accordance with
Section 8(c) of the Securities Act of 1933, as amended.
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Silicon Graphics, Inc., the selling shareholder, has informed us that it has
sold in ordinary way brokerage transactions all of the remaining 140,000 shares
of our common stock covered by the Prospectus, dated October 12, 2001, which is
a part of this Registration Statement, and that it holds no more shares of our
common stock.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
post-effective amendment no. 1 to registration statement no. 333-57954 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Seattle, State of Washington, on October 24, 2001.
CRAY INC.
By: /s/
------------------------------------
James E. Rottsolk
Chairman of the Board of Directors
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Pursuant to the requirements of the Securities Act of 1933, as amended, this
post-effictive amendment no. 1 to registration statement no. 333-57954 has been
signed by the following persons in the capacities indicated below on the 24th
day of October, 2001:
Signature and Title
/s/ *
-------------------------------------- ------------------------------------
James E. Rottsolk, Chairman of the Daniel J. Evans, Director
Board of Directors
* *
-------------------------------------- ------------------------------------
Burton J. Smith, Director Stephen C. Kiely, Director
* *
-------------------------------------- ------------------------------------
Terren S. Peizer, Director Kenneth W. Kennedy, Director
* *
-------------------------------------- ------------------------------------
David N. Cutler, Director William A. Owens, Director
* /s/
-------------------------------------- ------------------------------------
Dean D. Thornton, Director Kenneth W. Johnson
Chief Financial Officer
/s/
--------------------------------------
Douglas C. Ralphs, Chief Accounting
Officer
/s/ /s/
-------------------------------------- ------------------------------------
*James E. Rottsolk Michael P. Haydock, President,
Attorney-in-Fact Chief Executive Officer and Director
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