e8vk
Table of Contents



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): November 29, 2004


CRAY INC.

(Exact name of registrant as specified in its charter)


         
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:
Registrant’s facsimile number, including area code:
  (206) 701-2000
(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))




TABLE OF CONTENTS

Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT 99


Table of Contents

Item 8.01     Other Events

     On November 29, 2004, we issued a press release with respect to our intention to offer $60 million of convertible senior subordinated notes due 2024 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. We also plan to grant the initial purchaser of the notes a 30-day option to purchase up to an additional $15 million aggregate principal amount of the notes.

     A copy of that press release is attached.

Item 9.01     Financial Statements and Exhibits.

(c)    Exhibits

99           Press release dated November 29, 2004


Table of Contents

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.

November 30, 2004

     
Cray Inc.
     
     
By:   /s/ Kenneth W. Johnson
 
 
  Kenneth W. Johnson
Senior Vice President and
General Counsel