Cray Announces Exercise of Option to Purchase Additional $15 Million of 3.0% Convertible Senior Subordinated Notes.SEATTLE -- Cray Inc. (Nasdaq:CRAY) today announced that the initial purchaser has exercised its option in full to purchase an additional $15 million of the Company's 3.0% Convertible Senior Subordinated Notes due 2024. This purchase increases the aggregate principal amount of notes to $80 million. The closing of the sale of additional notes is expected to occur on December 21, 2004. The notes will be convertible into the Company's common stock at an initial conversion rate of 207.2002 shares per $1,000 principal amount of notes (equal to an initial conversion price of approximately $4.83 per share, representing a conversion premium of approximately 37.5% to the $3.51 closing price of the Company's common stock on November 30, 2004) under certain conditions and subject to adjustment in certain circumstances. The notes will be convertible only upon the occurrence of certain specified events including but not limited to if, during specified periods, the closing price of the Company's common stock exceeds 120% of the then current conversion price. Upon conversion, the Company may deliver cash or a combination of cash and shares of its common stock in lieu of shares of its common stock. The notes will mature on December 1, 2024, and will not be redeemable by the Company prior to December 1, 2009, except after December 1, 2007, the Company can redeem the notes if the closing price of the common stock exceeds 150% of the conversion price for 20 trading days In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. in the 30-trading day period before a redemption notice. The holders of the notes will be able to require the Company to repurchase some or all of the notes on December 1, 2009, 2014 and 2019, or upon the occurrence of certain fundamental changes. The Company intends to use the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). from the offering to support its operations and growth and for other general corporate purposes. This announcement is neither an offer to sell nor a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to buy any of the notes or any shares of the Company's common stock and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The notes and the underlying shares of common stock issuable upon conversion of the notes have not been registered under the Securities Act or any applicable state securities laws and may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. absent registration or an applicable exemption from such registration requirements. Any offer of the notes will be made exclusively by means of a private offering memorandum Offering Memorandum A legal document stating the objectives, risks, and terms of investment involved with a private placement. Notes: The private placement of hedge funds necessitates the issue of memorandums. to qualified institutional buyers In law, a Qualified Institutional Buyer is a purchaser of securities that is financially sophisticated and is legally recognized by security market regulators to need less protection from sellers than most members of the public. . Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . There are certain factors that could cause Cray's execution plans to differ materially from those anticipated by the statements above. For a discussion of these risks, see "Factors That Could Affect Future Results" in Cray's most recent Quarterly Report on Form 10-Q Form 10-Q See 10-Q. filed with the SEC. Cray is a registered trademark of Cray Inc. All other trademarks are the property of their respective owners. |
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