SEC Comment Letter for WOLFSPEED, INC. (WOLF) (CIK 0000895419) (WOLF) — Feb 27, 2009
WOLFSPEED, INC. (WOLF) (CIK 0000895419)
Date: Feb. 27, 2009 · CIK: 0000895419 · Accession: 0000000000-09-010571
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-21154
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3030 February 27, 2009 Mr. John T. Kurtzweil Executive Vice President and Chief Financial Officer Cree, Inc. 4600 Silicon Drive Durham, NC 27703 Re: Cree, Inc. Form 10-K for Fiscal Year Ended June 29, 2008 Filed on August 20, 2008 File No. 000-21154
Dear Mr. Kurtzweil: We have reviewed your response dated Fe bruary 10, 2009 and have the following comments. Where indicated, we think you shoul d revise your document in future filings in response to these comments. If you disagr ee, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Af ter reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Item 11. Executive Compensation
Compensation Discussion and Analysis, page 28
1. We note your response to our prior comment 3. Please note that if you benchm ark, you must provide the disclosure required by Regulation S-K Item 402(b)(2)(xiv). This in cludes identifying the benchmark and all component companies. In future filings, please clearly identify each component company
John T. Kurtzweil Cree, Inc. February 27, 2009 Page 2 used by your consultant or otherwise. We note this may be a large list, depending on your benchmark. Item 11. Certain Relationships and Related Transactions…, page 87
Certain Transactions, page 7
2. We note your response to prior comment 9. It is unclear how you determined that the three agreem ents you iden tify are immaterial in am ount and significance. For example, it is unclear how an exclusiv e supply agreement w ith a related party or an agreement with a value over $1.4 million with a related party that is disclosed in the related part y section of your proxy can be immaterial. Please provide us your analysis for excl uding these related party agreements as immaterial, including any authority upon which you rely, or please file these agreements as exhibits in future filings. Review and Approval of Related Person Transactions, page 9
3. From your response to our prior comment 11 it is unclear whether you will disclose “the standards to be applied pur suant to [your relate d person transaction] policies and procedures, and how such po licies an d procedures are evidenced” as required by Item 404(b) of Regulation S-K. Please advise how you intend to address these issues.
* * * * * *
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please submit your cover letter on EDGAR. Pleas e understand that we may ha ve additional comments after reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
John T. Kurtzweil Cree, Inc. February 27, 2009 Page 3 the company is responsible for the adequacy and accuracy of the disclosure in the filings; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Please contact Celia Soehner at (202 ) 551-3463 or me at (202) 551-3637 if you have any questions regarding these comments. S i n c e r e l y ,
J a y M u m f o r d S e n i o r A t t o r n e y
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
February 27, 2009
Mr. John T. Kurtzweil Executive Vice President and Chief Financial Officer Cree, Inc. 4600 Silicon Drive Durham, NC 27703
Re: Cree, Inc.
Form 10-K for Fiscal Year Ended June 29, 2008
Filed on August 20, 2008
File No. 000-21154
Dear Mr. Kurtzweil:
We have reviewed your response dated Fe bruary 10, 2009 and have the following
comments. Where indicated, we think you shoul d revise your document in future filings
in response to these comments. If you disagr ee, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary. Please be as detailed as
necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Af ter reviewing this
information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Item 11. Executive Compensation
Compensation Discussion and Analysis, page 28
1. We note your response to our prior comment 3. Please note that if you
benchm
ark, you must provide the disclosure required by Regulation S-K Item
402(b)(2)(xiv). This in cludes identifying the benchmark and all component
companies. In future filings, please clearly identify each component company
John T. Kurtzweil
Cree, Inc. February 27, 2009 Page 2
used by your consultant or otherwise. We note this may be a large list, depending
on your benchmark.
Item 11. Certain Relationships and Related Transactions…, page 87
Certain Transactions, page 7
2. We note your response to prior comment 9. It is unclear how you determined that
the three agreem
ents you iden tify are immaterial in am ount and significance.
For example, it is unclear how an exclusiv e supply agreement w ith a related party
or an agreement with a value over $1.4 million with a related party that is
disclosed in the related part y section of your proxy can be immaterial.
Please provide us your analysis for excl uding these related party agreements as
immaterial, including any authority upon which you rely, or please file these
agreements as exhibits in future filings.
Review and Approval of Related Person Transactions, page 9
3. From your response to our prior comment 11 it is unclear whether you will disclose “the standards to be applied pur suant to [your relate d person transaction]
policies and procedures, and how such po licies an
d procedures are evidenced” as
required by Item 404(b) of Regulation S-K. Please advise how you intend to address these issues.
* * * * * *
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Please furnish a cover letter with your
response that keys your responses to our comments and provides any requested
information. Detailed cover letters greatly facilitate our review. Please submit your
cover letter on EDGAR. Pleas e understand that we may ha ve additional comments after
reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
John T. Kurtzweil
Cree, Inc. February 27, 2009 Page 3
the company is responsible for the adequacy and accuracy of the disclosure in the
filings;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Celia Soehner at (202 ) 551-3463 or me at (202) 551-3637 if you
have any questions regarding these comments. S i n c e r e l y ,
J a y M u m f o r d S e n i o r A t t o r n e y