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): March 16, 2005
CRAY INC.
| Washington (State or other jurisdiction of incorporation or organization) |
0-26820 (Commission File Number) |
93-0962605 (I.R.S. Employer 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:
| 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)) |
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| Item 8.01 Other Events. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT 99.1 | ||||||||
Item 8.01 Other Events.
On March 16, 2005, we issued a press release relating to the delay in filing of our Annual Report on Form 10-K and the status of our compliance with Section 404 of the Sarbanes-Oxley Act of 2002, including that we expect that we will identify one or more material weaknesses, including inadequate review of third-party contracts and lack of software application controls and documentation, and that we would conclude that our system of internal controls was not effective. We also expressed our auditors’ serious reservations as to whether we will be able to complete our assessment and whether the auditors will be able to render an opinion on our assessment and/or our internal controls. We have filed a Form 12b-25, Notification of Late Filing, with the Commission relating to the delay in filing our Annual Report on Form 10-K.
A copy of the March 16, 2005, press release is being “furnished” as Exhibit 99.1 to this report 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 it 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.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release, dated March 16, 2005
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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.
March 16, 2005
| Cray Inc. |
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| By: | /s/ Kenneth W. Johnson | |||
| Kenneth W. Johnson | ||||
| Senior Vice President and General Counsel | ||||
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