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
1.01
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Entry
into a Material Definitive
Agreement
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On
April
19, 2006, Cree, Inc. (the “Company”) appointed Michael E. McDevitt as its Chief
Financial Officer and Treasurer on an interim basis, effective May 5, 2006.
Mr.
McDevitt presently serves as the Company’s Director - Financial Planning. The
Company is continuing its search for a Chief Financial Officer and Treasurer
to
replace Cynthia B. Merrell, whose previously announced resignation is effective
May 5, 2006.
The
Compensation Committee of the Company’s Board of Directors has approved
adjustments in Mr. McDevitt’s compensation in connection with his interim
appointment as Chief Financial Officer and Treasurer. His annual salary rate
will be $250,000 effective May 5, 2006 and will continue at that rate through
August 3, 2006, or the date of appointment of a successor to Mr. McDevitt
as
Chief Financial Officer and Treasurer, whichever is later. He will continue
to
participate in the Company’s Fiscal 2006 Management Incentive Compensation Plan,
and for the fourth quarter of fiscal 2006 and for the duration of the interim
assignment his annual target opportunity will be fifty percent (50%) of his
base
salary. The Company filed a copy of the Fiscal 2006 Management Incentive
Compensation Plan as Exhibit 10.1 to its report on Form 8-K filed with the
Securities and Exchange Commission on October 21, 2005.
In
addition, the Compensation Committee has approved the award to Mr. McDevitt
of a
non-qualified stock option to purchase 10,000 shares, vesting in equal annual
increments over three years, to be granted on May 5, 2006 under the Company’s
2004 Long-Term Incentive Compensation Plan (the “Plan”). The exercise price of
the option will be the fair market value on the grant date determined in
accordance with the Plan. Vesting of the option is subject to continued service
as an employee of the Company or a related “Employer” as defined in the Plan or
as a member of the Company’s Board of Directors. The Company filed a copy of the
Plan as Exhibit 10.1 to its report on Form 8-K filed with the Commission
on
November 8, 2005. The Company filed a copy of the form of master stock option
agreement for grants of non-qualified stock options to employees as Exhibit
10.1
to its report on Form 8-K filed with the Commission on October 7, 2004.
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers
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The
information set forth under “Item 1.01 Entry into a Material Definitive
Agreement” is incorporated herein by reference.
Mr.
McDevitt has served as the Company’s Director - Financial Planning since 2005.
He previously served as the Company’s Corporate Controller from 2002 to 2005.
Before joining the Company in 2002, Mr. McDevitt was Chief Financial Officer
of
American Sanitary Incorporated, a privately-owned U.S. distributor of sanitary
maintenance products, from 1997 to 2002. He served from 1994 to 1997 as Director
- Acquisitions for Unisource Worldwide, Inc., a publicly-owned North American
distributor of printing and imaging papers and supply systems.
SIGNATURE
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/
Adam H. Broome
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Adam
H. Broome
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Vice
President, Legal
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Date:
April 25, 2006