UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): December 7, 2004
CRAY INC.
| Washington | 0-26820 | 93-0962605 | ||
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
| incorporation or organization) | File Number) | Identification No.) |
411 First Avenue South, Suite 600
Seattle, WA 98104-2860
(Address of principal executive offices)
Registrant’s telephone number, including area code: (206) 701-2000
Registrant’s facsimile number, including area code: (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)) |
Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
(d) On December 7, 2004, the Cray Board of Directors elected John B. Jones, Jr. as a member of the Board. Mr. Jones will serve on the Board’s Compensation Committee.
Mr. Jones, 60, has been a leading high technology equity research analyst for nearly twenty years. Until his recent retirement, he was a Senior Managing Director at Schwab SoundView Capital Markets. He joined SoundView in 2002 as a Senior Equity Research Analyst. From 1992 to 2002, Mr. Jones was a Managing Director and Senior Analyst at Salomon Brothers, Salomon Smith Barney and Citibank, where he covered the Server and Enterprise Hardware, Printer and Test & Measurement industries. From 1985 to 1992, he was a partner and senior analyst at Montgomery Securities. Prior to his career as an equity research analyst, Mr. Jones held various positions in the computer industry at Stratus Computer, Wang laboratories and IBM. He received his B.S. degree from the University of Oregon.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) In connection with the election of Mr. Jones to the Board of Directors, the Directors amended the Bylaws to increase the authorized number of Directors from nine to ten.
Item 9.01
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Financial Statements and Exhibits. |
| (c) | Exhibits |
| 3.2 | Amended and Restated Bylaws of Cray Inc., as amended through December 7, 2004. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
December 10, 2004
| Cray Inc. | ||||
| By: | /s/ Kenneth W. Johnson | |||
| Kenneth W. Johnson | ||||
| Senior Vice President and General Counsel | ||||