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

Date of Report (Date of earliest event reported): April 17, 2012

 

 

CRAY INC.

(Exact name of registrant as specified in its charter)

 

 

 

Washington   0-26820   93-0962605

(State or other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

901 Fifth Avenue, Suite 1000

Seattle, WA

  98164
(Address of Principal Executive Offices)   (Zip Code)

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:

 

¨ 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))

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 17, 2012, Cray Inc. (“Cray”) amended its Amended and Restated Bylaws to change the authorized number of members of the Board of Directors from eight members to a range of no less than five members and no more than nine members, with the exact number of members to be fixed from time to time by resolution of the Board of Directors.

The foregoing description of the amendment to the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

In connection with the adoption of the amendment to the Amended and Restated Bylaws, Cray’s Board of Directors decreased the authorized number of members of the Board of Directors from eight members to seven members, with such reduction in the number of members to become effective immediately prior to the commencement of Cray’s 2012 annual shareholder meeting on June 7, 2012.

Item 8.01. Other Events.

On April 19, 2012, Cray announced Mr. William C. Blake’s appointment as Cray’s Senior Vice President and Chief Technology Officer. Mr. Blake will complete his term as a member of Cray’s Board of Directors, which concludes at Cray’s 2012 annual shareholder meeting on June 7, 2012. Immediately prior to the commencement of Cray’s 2012 annual shareholder meeting, and in connection with the conclusion of Mr. Blake’s service as a member of Cray’s Board of Directors, the size of Cray’s Board of Directors will be reduced to seven directors as described above. A copy of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

  3.1    First Amendment to Amended and Restated Bylaws of Cray Inc.
99.1    Press Release

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

April 19, 2012

 

Cray Inc.
By:  

/s/ MICHAEL C. PIRAINO

  Michael C. Piraino
  Vice President Administration, General Counsel and Corporate Secretary

Exhibit 3.1

FIRST AMENDMENT

TO

AMENDED AND RESTATED BYLAWS

OF

CRAY INC.

(the “Corporation”)

Dated: April 17, 2012

The Amended and Restated Bylaws of the Corporation (the “Bylaws”) are hereby amended as follows:

1. Section 2.1, titled “Number and Qualification,” shall be amended and restated in its entirety as follows:

“2.1. Number and Qualification . The business affairs and property of the Corporation shall be managed under the direction of a Board of Directors. The authorized number of members of the Board of Directors shall be no less than five or more than nine, with the exact number of members within the variable range to be fixed from time to time by resolution of the Board of Directors. A member of the Board of Directors does not need to be a shareholder of the Corporation or a Washington resident.”

2. Except as expressly modified hereby, the Bylaws and all of the provisions contained therein shall remain in full force and effect.

 

By:  

/s/ Michael C. Piraino

  Michael C. Piraino
  Secretary

Exhibit 99.1

 

LOGO

 

Cray Media:      Cray Investors:
Nick Davis      Paul Hiemstra
206/701-2123      206/701-2044
pr@cray.com      ir@cray.com

CRAY NAMES WILLIAM C. BLAKE SENIOR VICE PRESIDENT AND

CHIEF TECHNOLOGY OFFICER

Seattle, WA – April 19, 2012 – Global supercomputer leader Cray Inc. (Nasdaq: CRAY) today announced the appointment of William C. Blake to the position of senior vice president and chief technology officer (CTO). With more than three decades of high performance computing (HPC) and Big Data experience, Blake will be responsible for defining the integrated infrastructure that will drive Cray’s next generation of supercomputers and solutions.

Blake has served as a member of Cray’s Board of Directors since his appointment in June 2006. Blake will assume his new responsibilities as Cray’s senior vice president and CTO on April 30 and complete his term on Cray’s Board of Directors, which concludes at Cray’s annual meeting currently scheduled for June 7 of this year. Immediately prior to the commencement of the annual meeting, and in connection with the conclusion of Blake’s service as a director, the size of Cray’s Board of Directors will be reduced to seven directors. In his new role, Blake will report directly to Cray’s president and CEO, Peter Ungaro.

“Technical innovation is the centerpiece of Cray, and the CTO position is important in matching our capabilities with the needs and direction of the marketplace,” said Ungaro. “We wanted someone who understands current and future supercomputing technologies, someone with a passion for our business and our customers, and someone that can further evolve and realize our Adaptive Supercomputing vision as we drive towards integrating scientific simulation and Big Data analytics on a single, scalable supercomputing platform. All of this led us directly to Bill. Through his contributions as a member of our Board of Directors, he has helped shape our technical strategy for nearly six years. I couldn’t be more excited to have Bill join our executive team as we design and build future generations of Cray supercomputers.”

Blake is a thirty-year veteran of the HPC industry and most recently served as general manager of parallel computing platforms in Microsoft Corporation’s technical computing group. Prior to its acquisition by Microsoft, Blake was president and CEO of Interactive Supercomputing, Inc., an MIT spin-out that developed the Star-P platform for transforming desktop modeling and simulation applications to run in parallel on the cluster and cloud. Before assuming this position in January 2007, he served as senior vice president of product development at Netezza Corporation, which applied parallel processing and FPGA acceleration to the relational database, resulting in the industry’s first data warehouse appliance with a 10X plus price/performance advantage over alternative systems. Prior to joining Netezza, Blake was with Compaq Computer Corporation where he was vice president of Compaq’s AlphaServer worldwide high performance computing business, and compiler and parallel software development group. Prior, he held key engineering management positions in VLSI design and compiler development with Digital Equipment Corporation. Blake received a B.S.E.E. from the Lowell Technological Institute.

“I am honored to join the world-class Cray team in the CTO role, and therefore be in position to leverage my background in HPC, data warehousing and analytics, hardware and software as Cray continues to develop unique and differentiated platforms for the HPC and Big Data markets,” said Blake. “Cray has a real passion for designing and building innovative supercomputing systems that give customers the resources they desperately need to tackle some of the most daunting computational challenges – whether they are scientific or analytic. It’s a passion I also share, and I’m excited to now be intimately involved in the next challenge we ourselves face – driving towards exascale systems within the decade.”

About Cray Inc.

As a global leader in supercomputing, Cray provides highly advanced supercomputers and world-class services and support to government, industry and academia. Cray technology is designed to enable scientists and engineers to achieve remarkable breakthroughs by accelerating performance, improving efficiency and extending the capabilities of their most demanding applications. Cray’s Adaptive Supercomputing vision is focused on delivering innovative next-generation products that integrate diverse processing technologies into a unified architecture, allowing customers to surpass today’s limitations and meeting the market’s continued demand for realized performance. Go to www.cray.com for more information.

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