|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/13/03 Cray Inc S-3MEF 2/13/03 3:29K Bowne - Seattle/FA |
Document/Exhibit Description Pages Size 1: S-3MEF Form S-3 HTML 35K 2: EX-5 Opinion re: Legality 1 8K 3: EX-23.1 Consent of Experts or Counsel 1 6K
| Page | (sequential) | | | (alphabetic) | Top | |
|---|---|---|---|---|---|
| 1 | 1st Page - Filing Submission | ||||
| " | Table of Contents | ||||
| " | Signatures | ||||
| " | Exhibit Index | ||||
| Cray Inc. Form S-3 |
As filed with the Securities and Exchange Commission on February 13, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3 Registration Statement
Under the Securities Act of 1933
CRAY INC.
(Exact name of registrant as specified in its charter)
| WASHINGTON | 93-0962605 | |
| (State or other jurisdiction | (IRS Employer | |
| of incorporation or organization) | Identification No.) |
411 First Avenue South
Suite 600
Seattle, WA 98104
(206) 701-2000 (telephone)
(206) 701-2500 (facsimile)
(Address, including zip code, and telephone and facsimile numbers,
including area code, of principal executive offices)
Kenneth W. Johnson, Vice President-Legal
Cray Inc.
411 First Avenue South
Suite 600
Seattle, WA 98104
(206) 701-2000 (telephone)
(206) 701-2500 (facsimile)
(Name, address, including zip code, and telephone and
facsimile numbers, including area code, of agent for service)
Copies to:
| L. John Stevenson, Jr. | Joseph P. Whitford | |
| Christopher J. Voss | Marcus J. Williams | |
| John D. Kauffman | Patrick C. Cannon | |
| Stoel Rives LLP | Davis Wright Tremaine LLP | |
| One Union Square, 36th Floor | 2600 Century Square, 1501 Fourth Avenue | |
| Seattle, WA 98101-3197 | Seattle, WA 98101-1688 |
| (206) 624-0900 (telephone) | (206) 622-3150 (telephone) | |
| (206) 386-7500 (facsimile) | (206) 628-7699 (facsimile) |
Approximate date of commencement of proposed sale to the public: as soon as practicable after this registration statement becomes effective.
If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with a dividend or interest reinvestment plan, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration Number 333-102367
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
Calculation of Registration Fee
| Title of Each Class | Proposed Maximum | Proposed Maximum | ||||||||||||||
| of Securities | Amount to be | Offering Price Per | Aggregate Offering | Amount of | ||||||||||||
| Registered | Registered (1) | Share | Price | Registration Fee | ||||||||||||
Common Stock, $.01
par value |
1,437,500 shares | $ | 6.20 | $ | 8,912,500 | $ | 820 | |||||||||
| (1) | Includes 187,500 shares of common stock issuable upon exercise of the underwriters’ over-allotment option. |
INCORPORATION BY REFERENCE OF CERTAIN INFORMATION
This registration statement is being filed with respect to the registration of additional shares of common stock, $.01 par value, of Cray Inc., pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the registrant’s registration statement on Form S-3 (File No. 333-102367) (the “Initial Registration Statement”), which was declared effective as of 5:30 p.m., Eastern Standard Time, on February 12, 2003, are incorporated into this registration statement by reference. The final prospectus of the Initial Registration Statement will reflect the aggregate amount of securities registered in this registration statement and the Initial Registration Statement.
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 5 | ||||||||
| EXHIBIT 23.1 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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 February 13, 2003.
| CRAY INC. | ||||||
| By: | /s/ James E. Rottsolk
|
|||||
| James E. Rottsolk Chief Executive Officer |
||||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on February 13, 2003:
| Signature and Title | ||
| /s/ James E. Rottsolk*
|
/s/ Daniel J. Evans*
|
|
| James E. Rottsolk, Chairman of the | Daniel J. Evans, Director | |
| Board and Chief Executive Officer | ||
| /s/ Burton J. Smith*
Burton J. Smith, Director |
/s/ Stephen C. Kiely*
Stephen C. Kiely, Director |
|
| /s/ Dean D. Thorton*
Dean D. Thornton, Director |
/s/ Kenneth W. Kennedy*
Kenneth W. Kennedy, Director |
|
| /s/ David N. Cutler*
David N. Cutler, Director |
/s/ William A. Owens*
William A. Owens, Director |
|
| /s/ Scott J. Poteracki*
|
||
| Scott J. Poteracki, Chief Financial | ||
| and Accounting Officer |
| *By |
/s/ Kenneth W. Johnson
|
|||
|
Kenneth W. Johnson Attorney-In-Fact |
| NUMBER | DESCRIPTION | |
| 1.1 | Form of Underwriting Agreement(1) | |
| 3.1 | Restated Articles of Incorporation of the Company(2) | |
| 3.2 | Statement of Rights and Preferences of the Series A Convertible Preferred Stock(3) | |
| 3.3 | Restated Bylaws of the Company(4) | |
| 5 | Opinion of Stoel Rives LLP on the legality of the shares being registered | |
| 23.1 | Consent of Deloitte & Touche LLP | |
| 23.2 | Consent of Stoel Rives LLP (included in Exhibit 5) | |
| 24 | Power of Attorney(5) |
| (1) | Previously filed with Amendment No. 1 to the Company’s Registration Statement on Form S-3 (Registration No. 333-102367) filed on February 11, 2003. | |
| (2) | Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000. | |
| (3) | Incorporated by reference to the Company’s Current Report on Form 8-K for the event of May 10, 2001, as filed on May 17, 2001. | |
| (4) | Incorporated by reference to the Company’s Current Report on Form 8-K for the event of February 5, 2003, as filed on February 7, 2003. | |
| (5) | Previously filed with the Company’s Registration Statement on Form S-3 (Registration No. 333-102367) filed on January 6, 2003. |
| This ‘S-3MEF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 2/13/03 | 424B4 | ||
| 2/12/03 | ||||
| 2/11/03 | S-3/A | |||
| 2/7/03 | 8-K | |||
| 2/5/03 | 8-K | |||
| 1/6/03 | S-3 | |||
| 5/17/01 | ||||
| 5/10/01 | 8-K | |||
| 6/30/00 | 10-Q, 10-Q/A | |||
| List all Filings | ||||