Securities Registration: Employee Benefit Plan (s-8)
August 04 2016 - 04:04PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 4, 2016
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CRAY INC.
(Exact Name of Registrant as Specified in Its Charter)
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Washington
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93-0962605
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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901 Fifth Avenue, Suite 1000
Seattle, Washington 98164
(Address of Principal Executive Offices) (Zip Code)
Cray Inc.
2013 Equity
Incentive Plan
(Full Title of the Plan)
Peter J.
Ungaro
President and Chief Executive Officer
Cray Inc.
901 Fifth
Avenue, Suite 1000
Seattle, Washington 98164
(Name and Address of Agent For Service)
(206) 701-2000
(Telephone Number, including area code, of agent for service)
Copies to:
Alan
C. Smith
James D. Evans
Fenwick & West LLP
1191 2nd Avenue, 10th Floor
Seattle, Washington, 98101
(206) 389-4510
Indicate by check mark whether
the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities
To Be Registered
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Amount To Be
Registered (1)
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Proposed Maximum
Offering Price
Per Share
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.01 par value per share
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2,500,000 (2)
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$23.29(3)
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$58,225,000(3)
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$5,864.00(3)
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TOTAL
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2,500,000
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N/A
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$58,225,000
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$5,864.00
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
Securities Act
), this Registration Statement shall also cover any additional shares of the Registrants Common
Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrants receipt of consideration which
results in an increase in the number of the outstanding shares of the Registrants Common Stock.
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(2)
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Represents an additional 2,500,000 shares reserved for issuance under the Cray Inc. 2013 Equity Incentive Plan, as amended and restated.
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(3)
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Calculated solely for the purposes of this offering under Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrants Common Stock as reported on the
NASDAQ Global Select Market on August 3, 2016.
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REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Cray Inc. (the
Registrant
) is filing this Registration Statement with
the Securities and Exchange Commission (the
Commission
) to register an additional 2,500,000 shares of Common Stock under the Registrants 2013 Equity Incentive Plan (the
Amended and Restated
Plan
). The Amended and Restated Plan was approved by the Registrants shareholders at its 2016 Annual Meeting of Shareholders on June 8, 2016. This Registration Statement hereby incorporates by reference the contents of the
Registrants registration statement on Form S-8 filed with the Commission on June 14, 2013 (Registration No. 333-189304).
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Exhibit
Number
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Exhibit Description
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Incorporated by Reference
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Filed
Herewith
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Form
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File No.
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Exhibit
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Filing
Date
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4.1
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Restated Articles of Incorporation of the Registrant, as currently in effect.
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8-K
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000-26820
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3.3
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06/08/06
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4.2
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Amended and Restated Bylaws of the Registrant, as currently in effect.
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8-K
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000-26820
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3.1
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02/12/07
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4.3
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First Amendment to Amended and Restated Bylaws.
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8-K
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000-26820
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3.1
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04/19/12
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4.4
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Cray Inc. 2013 Equity Incentive Plan (as amended and restated).
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DEF 14A
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000-26820
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Appendix A
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04/25/16
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5.1
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Opinion of Fenwick & West LLP.
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X
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23.1
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Consent of Peterson Sullivan LLP, independent registered public accounting firm.
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X
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23.2
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Consent of Fenwick & West LLP (contained in Exhibit 5.1).
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X
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24.1
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Power of Attorney (incorporated by reference to Page 3 of this Registration Statement).
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X
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on this 4th day of August, 2016.
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Cray Inc.
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By:
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/s/ Peter J. Ungaro
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Peter J. Ungaro
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that the undersigned officers and directors of Cray Inc., a Washington corporation, do hereby
constitute and appoint Peter J. Ungaro, President, Chief Executive Officer and Director, the lawful attorney-in-fact and agent with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney
and agent determines may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection
with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below
to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration
Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that the said attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF
, each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
on behalf of the Registrant in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Peter J. Ungaro
Peter J. Ungaro
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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August 4, 2016
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/s/ Brian C. Henry
Brian C. Henry
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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August 4, 2016
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/s/ Charles D. Fairchild
Charles D. Fairchild
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Vice President, Corporate Controller and Chief Accounting Officer
(Principal Accounting Officer)
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August 4, 2016
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/s/ Prithviraj Banerjee
Prithviraj Banerjee
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Director
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August 4, 2016
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/s/ Martin J. Homlish
Martin J. Homlish
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Director
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August 4, 2016
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/s/ Stephen C. Kiely
Stephen C. Kiely
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Director
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August 4, 2016
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/s/ Daniel C. Regis
Daniel C. Regis
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Director
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August 4, 2016
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/s/ Sally G. Narodick
Sally G. Narodick
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Director
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August 4, 2016
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/s/ Max L. Schireson
Max. L. Schireson
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Director
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August 4, 2016
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/s/ Brian V. Turner
Brian V. Turner
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Director
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August 4, 2016
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EXHIBIT INDEX
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Exhibit
Number
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Exhibit Description
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Incorporated by Reference
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Filed
Herewith
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Form
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File No.
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Exhibit
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Filing
Date
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4.1
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Restated Articles of Incorporation of the Registrant, as currently in effect.
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8-K
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000-26820
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3.3
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06/08/06
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4.2
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Amended and Restated Bylaws of the Registrant, as currently in effect.
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8-K
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000-26820
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3.1
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02/12/07
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4.3
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First Amendment to Amended and Restated Bylaws.
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8-K
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000-26820
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3.1
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04/19/12
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4.4
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Cray Inc. 2013 Equity Incentive Plan (as amended and restated).
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DEF 14A
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000-26820
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Appendix A
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04/25/16
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5.1
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Opinion of Fenwick & West LLP.
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X
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23.1
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Consent of Peterson Sullivan LLP, independent registered public accounting firm.
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X
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23.2
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Consent of Fenwick & West LLP (contained in Exhibit 5.1).
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X
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24.1
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Power of Attorney (incorporated by reference to Page 3 of this Registration Statement).
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