UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2025, 2019

(Date of earliest event reported)

CRAY INC.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Washington	~~0-26820~~	930-~~0962605~~26820	93-0962605
(State or other jurisdictionof incorporation)	(Commissionfile number)	(I.R.S. EmployerIdentification No.)
(State or other Jurisdictionof Incorporation)		(CommissionFile Number)	(IRS EmployerIdentification No.)

901 Fifth Avenue, Suite 1000



901 Fifth Avenue, Suite 1000		98164
Seattle,	WA
(Address of Principal Executive Offices)		(Zip Code)

~~Seattle~~Registrant’s telephone number, WAincluding area code: (206) 701-2000

(Address of principal executive offices)

98164

(Zip Code)

(206) 701-2000

(Registrant’s telephone number, including area code)

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 obligations of the registrant under any of the following provisions ~~(see General Instruction A.2 below)~~:



☐	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))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CRAY	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 81.0102. ~~Other~~Termination ~~Events~~of a Material Definitive Agreement.

~~Regulatory~~In ~~Approval~~connection ~~Required~~with ~~for~~the consummation of the Merger (as defined below), on September 25, 2019, Cray Inc., a Washington corporation (“Cray”), terminated all commitments under that certain Amended and Restated Credit Agreement, dated January 7, 2016, between Cray and Wells Fargo, National Association, as amended (the “Credit Agreement”). No loans were outstanding under the Credit Agreement.

OnItem ~~September 20, 2019, the requisite waiting period in Japan expired for the previously announced pending acquisition (the “Merger”) of Cray Inc~~2.,01. aCompletion ~~Washington corporation (“Cray”), by Hewlett Packard Enterprise Company, a Delaware corporation (“HPE”), pursuant to the Agreement and Plan~~ of ~~Merger,~~Acquisition ~~dated~~or asDisposition of May 16, 2019, by and among HPE, Canopy Merger Sub, a Washington corporation and wholly-owned subsidiary of HPE, and Cray, as such agreement may be amended from time to time (the “Merger Agreement”)Assets.

AsOn ~~previously~~September ~~disclosed~~25, ~~the~~2019, ~~German~~pursuant ~~Federal~~to ~~Cartel~~and ~~Office~~subject ~~terminated~~to the ~~applicable~~terms ~~waiting~~of ~~period~~the ~~for~~Agreement ~~the~~and Plan of Merger, indated ~~Germany~~as onof ~~August~~May 816, 2019, (the ~~Austrian~~“Merger ~~Federal~~Agreement”), ~~Competition~~by ~~Authority~~and ~~granted~~among ~~clearance~~Hewlett ~~with~~Packard ~~respect~~Enterprise toCompany, ~~the~~a ~~Merger~~Delaware oncorporation ~~August 12~~(“HPE”), ~~2019~~Canopy Merger Sub, Inc., ~~the~~a ~~waiting~~Washington ~~period~~corporation ~~for~~and ~~the~~a ~~Merger~~wholly inowned ~~the~~subsidiary ~~United~~of ~~States~~HPE ~~under~~(“Merger ~~the~~Sub”), ~~Hart-Scott-Rodino~~and ~~Antitrust~~Cray, ~~Improvements~~Merger ~~Act~~Sub ofmerged ~~1976,~~with asand ~~amended,~~into ~~expired~~Cray on(the ~~August~~“Merger”) ~~16,~~with ~~2019,~~Cray ~~and~~continuing as the ~~Korea~~surviving ~~Fair~~corporation ~~Trade~~(the ~~Commission~~“Surviving ~~granted~~Corporation”). ~~clearance~~Upon ~~with~~completion ~~respect~~of to the Merger, onCray ~~August~~became ~~23,~~a ~~2019.~~wholly-owned subsidiary of HPE.

~~Also,~~Pursuant asto ~~previously~~and ~~disclosed~~subject to the terms of the Merger Agreement, at athe ~~special~~effective ~~meeting~~time of ~~shareholders~~the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of Cray ~~held~~(“Cray onCommon ~~August~~Stock”) 27issued and outstanding immediately prior to the Effective Time (excluding shares of Cray Common Stock (i) owned by Cray as treasury stock or by HPE or Merger Sub, ~~2019~~which shares were canceled and have ceased to exist, ~~the~~(ii) ~~shareholders~~held by any wholly-owned subsidiary of Cray ~~approved~~or ~~the~~HPE (other than Merger ~~Agreement~~Sub), and (iii) that are restricted shares of Cray Common Stock underlying any Cray restricted stock award, which were converted as described below), was automatically canceled and converted into the right to receive $35.00 per share in cash, without interest thereon, subject to any required withholding taxes (the “Merger Consideration”).

~~The~~Pursuant ~~receipt~~to and subject to the terms of ~~such~~the ~~antitrust~~Merger ~~clearances~~Agreement, each ~~and~~Cray stock option that was vested as of immediately prior to the ~~expiration~~Effective Time was canceled in exchange for an amount in cash equal to, for each share of ~~such~~Cray ~~antitrust~~Common ~~waiting~~Stock ~~periods~~underlying ~~and~~such option, the ~~approval~~excess of the Merger ~~Agreement~~Consideration byover the ~~shareholders~~exercise ofprice per share, less applicable tax withholding, and each Cray ~~comprise~~stock ~~all~~option that was unvested as of the ~~conditions~~Effective Time was converted into an HPE stock option and otherwise remained subject to the ~~closing~~same ofterms ~~the~~and ~~Merger~~conditions (in each case, other than ~~those~~Cray tostock beoptions ~~waived~~with exercise prices equal to, or ~~satisfied~~greater atthan, the ~~closing~~Merger Consideration, which were canceled for no consideration). Each Cray ~~anticipates~~restricted ~~the~~stock ~~closing~~unit that was vested as of immediately prior to the ~~Merger~~Effective ~~will~~Time ~~occur~~was oncanceled ~~September~~in 25exchange for an amount in cash equal to the Merger Consideration, ~~2019~~less applicable tax withholding, and each Cray restricted stock unit that was unvested as of the Effective Time was converted into an HPE restricted stock unit and otherwise remained subject to the ~~waiver~~same orterms ~~satisfaction~~and conditions. Each Cray performance-based restricted stock unit award was converted into an HPE restricted stock unit award (and for purposes of such conversion, the ~~remaining~~number ~~conditions~~of shares of Cray Common Stock underlying the award equaled 50% of the number of shares covered by the award immediately prior to the Effective Time) which generally vests based on continued service through the one-year anniversary of the Effective Time. Each Cray restricted stock award that was then-outstanding and unvested and that was held by a nonemployee director of Cray vested, was canceled and was converted into the right to receive an amount of cash from the Surviving Corporation equal to the product of the total number of shares of Cray Common Stock then underlying such Cray restricted stock award multiplied by the Merger Consideration, less applicable tax withholding.

The foregoing ~~information~~description ~~should~~of the Merger Agreement and the transactions contemplated thereby does not purport to be ~~read~~complete and is qualified in ~~conjunction~~its ~~with~~entirety by reference to the ~~definitive~~Merger ~~proxy~~Agreement, ~~statement~~which was filed as Exhibit 2.1 to Cray’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on ~~June~~May 2517, 2019, and which is incorporated herein by reference.

~~Forward~~The ~~Looking~~information ~~Statements~~set forth in Item 5.01 below is incorporated herein by reference.

~~Statements~~Item in this communication regarding the proposed Merger between HPE and Cray, the expected timetable for completing the Merger and any other statements regarding the future expectations, beliefs, goals, plans or prospects of Cray constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (collectively, “forward-looking statements”)3. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered forward-looking statements01. ANotice ~~number~~ of ~~important~~Delisting ~~factors could cause actual results~~ or ~~events~~Failure to ~~differ~~Satisfy ~~materially~~a ~~from~~Continued ~~those~~Listing ~~indicated by such forward-looking statements, including the parties’ inability to consummate the Merger when anticipated,~~ Rule or atStandard; ~~all, due~~Transfer ~~to failure to satisfy conditions to the completion~~ of the Merger and the other factors described in Cray’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed February 12, 2019 with the Securities and Exchange Commission (the “SEC”) and Cray’s most recent Quarterly Report on Form 10-Q filed August 2, 2019 with the SECListing. Cray assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

In connection with the completion of the Merger, on September 25, 2019, Cray notified The Nasdaq Global Select Market (“Nasdaq”) that each share of Cray Common Stock issued and outstanding immediately prior to the Effective Time (except as described above) was converted into the right to receive the Merger Consideration, and requested that Nasdaq file with the SEC an application on Form 25 to delist Cray Common Stock. As of the open of business on September 25, 2019, Cray Common Stock, which traded under the symbol “CRAY”, ceased trading on Nasdaq. Additionally, Cray intends to file with the SEC a certification and notice of termination on Form 15 with respect to Cray Common Stock, requesting that such stock be deregistered under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and that the reporting obligations of Cray with respect to Cray Common Stock under Sections 13(a) and 15(d) of the Exchange Act be suspended.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Items 2.01 and 3.01 above and Item 5.01 below is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

A change in control of Cray occurred on September 25, 2019, upon the effectiveness of the Merger.

The Merger Consideration, and the amounts described above with respect to applicable Cray stock options, Cray restricted stock units and Cray restricted stock awards, resulted in an aggregate amount payable (net of acquired cash and without giving effect to HPE’s related transaction fees and expenses) of approximately $1.4 billion. The transaction was funded by HPE from cash on hand, existing financing facilities and/or debt financing.

The information set forth in Items 2.01 and 3.01 above and Item 5.02 below is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation. The following members of Cray’s board of directors resigned effective as of the Effective Time: Peter J. Ungaro, Prithviraj Banerjee, Catriona M. Fallon, Stephen E. Gold, Stephen C. Kiely, Sally G. Narodick, Daniel C. Regis, Max L. Schireson and Brian V. Turner. These resignations were not a result of any disagreement between Cray and the directors on any matter relating to Cray’s operations, policies or practices. Also at the Effective Time and pursuant to the terms of the Merger Agreement, the officers of Merger Sub immediately prior to the Effective Time became the officers of the Surviving Corporation.

The disclosure set forth in Item 2.01 is incorporated herein by reference.

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

In connection with the completion of the Merger, pursuant to the terms of the Merger Agreement, at the Effective Time of the Merger, each of the articles of incorporation of Cray and the bylaws of Cray was amended and restated in its entirety. The Amended and Restated Articles of Incorporation of Cray Inc. and the Amended and Restated Bylaws of Cray Inc. are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of May 16, 2019, by and among Hewlett Packard Enterprise Company, Cray Inc. and Canopy Merger Sub, Inc. (incorporated by reference from Exhibit 2.1 to Cray’s Current Report on Form 8-K filed with the SEC on May 17, 2019).

3.1		Amended and Restated Articles of Incorporation of Cray Inc.

3.2		Amended and Restated Bylaws of Cray Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CRAY INC.
Date: September 20, 2019	By:	/s/ Michael C. Piraino
		Michael C. Piraino
		Senior Vice President, General Counsel and Corporate Secretary

Date: September 25, 2019



Cray Inc.

By:	/s/ SERGIO LETELIER
	Sergio Letelier President and Secretary

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