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): March 21, 2007
CRAY INC.
(Exact name of registrant as specified in its charter)
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Washington
(State or other jurisdiction of
incorporation or organization)
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0-26820
(Commission
File Number)
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93-0962605
(I.R.S. Employer
Identification No.) |
411 First Avenue South, Suite 600
Seattle, WA 98104-2860
(Address of principal executive offices)
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Registrant’s telephone number, including area code:
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(206) 701-2000 |
Registrant’s facsimile number, including area code:
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(206) 701-2500 |
None
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure
The following directors and executive officers have entered into Rule 10b5-1 plans. Under
Rule 10b5-1, directors, officers and employees may adopt written pre-arranged stock trading plans
when they are not in possession of material non-public information in order to diversify their
investment portfolios and make market trades of our common stock regardless of any material,
non-public information they may receive after adopting their plans. The actual transactions under
these plans will be disclosed publicly through Form 144 and Form 4 filings with the Securities and
Exchange Commission. As a matter of policy, we do not report on Rule 10b5-1 plans entered into by
non-executive officers.
A. On December 20, 2005, we issued shares of restricted stock to executive officers and other
officers and senior managers pursuant to a shareholder approved plan. The restrictions on those
shares lapse on June 30, 2007, and upon such lapse the holders will be deemed to have received wage
income and be subject to federal and applicable state tax withholding obligations. The following
executive officers have entered into Rule 10b5-1 plans to permit sales of the indicated number of
shares of our common stock after the restrictions lapse in order to generate sufficient cash to
cover those withholding obligations; each of these officers is retaining ownership of a majority of
his or her respective restricted stock awards:
Peter J. Ungaro, President and Chief Executive Officer — 60,500 shares
Brian C. Henry, Executive Vice President and Chief Financial Officer
— 35,300 shares
Margaret A. Williams, Senior Vice President — 35,300 shares
Jan C. Silverman, Senior Vice President — 19,000 shares
Kenneth W. Johnson, Senior Vice President and General Counsel — 9,600 shares
All sales will be in the open market at prevailing market prices. These plans all terminate no
later than July 31, 2007.
B. On June 7, 2006, we issued shares of restricted stock to directors as part of their
compensation pursuant to a shareholder approved plan. The restrictions on half of the shares then
issued lapse on June 7, 2007, and upon such lapse the directors will be deemed to have received
ordinary income and be subject to federal and state taxes, including self-employment taxes, on that
income. The following directors have entered into Rule 10b5-1 plans to permit sales of the
indicated number of shares of our common stock after the restrictions lapse primarily to generate
sufficient cash to cover their tax obligations and for Mr. Richards to diversify his investments:
John B. Jones, Jr. — 1,900 shares
Stephen C. Kiely — 1,900 shares
Sally G. Narodick — 2,100 shares
Stephen C. Richards — 3,601 shares.
All sales will be in the open market at prevailing market prices. These plans all terminate no
later than June 30, 2007.
C. Steven L. Scott, Senior Vice President and Chief Technology Officer, has entered into a
Rule 10b5-1 plan that provides for monthly exercises of stock options and sales of the underlying
common stock from April 2007 through January 2008. The number of shares to be sold each month will
vary, depending on the prevailing market price, and may range from1,500 shares to 5,000 shares,
with no shares sold if the per share market price is $10.00 or less. All sales will be in the open
market at prevailing market prices. The proceeds will be used to pay college expenses for his
children and home improvements and to diversify his investments.
The information in Item 7.01 is furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such
information be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.