Item 8.01. Other Events.
On July 25, 2017, Cray Inc. (the "Company") entered into a contract termination
agreement (the "Agreement") with Seagate Cloud Systems, Inc. an affiliate of
Seagate Technology plc ("Seagate") in connection with Seagate's winding down of
its line of business relating to certain high performance computing storage
products and related support services sold and supported under Seagate's
ClusterStor mark (such products and services, the "Covered ClusterStor
Pursuant to the terms of the Agreement, the Company and Seagate mutually agreed
to terminate certain contracts between the Company and Seagate related to the
Covered ClusterStor Products and related support obligations and the Company
will obtain from Seagate certain physical assets and intellectual property and
intellectual property rights necessary for the Company to conduct business
relating to the Covered ClusterStor Products (the "Covered ClusterStor
Business"), in connection with which the Company will assume and be responsible
for supporting certain existing customers of the Covered ClusterStor Business.
In connection with the assumption of the existing support obligations for the
Covered ClusterStor Business, the Company expects to make offers of employment
to, or transition the employment or services of, roughly 125 ClusterStor-related
Seagate employees and contractors. As part of the Agreement, the Company and
Seagate also agreed to a new four-year supply agreement that covers Seagate's
supply of components, including hard disk drives, for the Covered ClusterStor
Products to the Company. The Transaction is expected to close toward the end of
the quarter ended September 30, 2017.
This Current Report on Form 8-K includes forward-looking statements that
involve a number of risks and uncertainties, the outcome of which could
materially affect future results. These risks include, but are not limited to,
statements regarding the timing and potential closing of the Transaction, the
ability of the Company to continue operating the Covered ClusterStor Business
including the anticipated benefits of operating such business, the parties'
ability to satisfy the closing conditions relating to the Transaction, and the
factors listed or described from time to time in our filings with the Securities
and Exchange Commission (the "SEC"). These forward-looking statements are based
on the Company's current expectations and inherently involve significant risks
and uncertainties. The Company's actual results and the timing of events could
differ materially from those anticipated in such forward-looking statements as a
result of these risks and uncertainties. For a discussion of these and other
risks, see "Risk Factors" in our most recent Quarterly Report on Form 10-Q filed
with the SEC. We are under no obligation to (and expressly disclaim any such
obligation to) update or alter our forward-looking statements whether as a
result of new information, future events or otherwise.
© Edgar Online, source Glimpses