As filed with the Securities and Exchange Commission on November 2, 2023
Registration No. 333-___________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


WOLFSPEED, INC.
(Exact name of registrant as specified in its charter)

North Carolina56-1572719
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
4600 Silicon Drive
Durham, North Carolina

27703
(Address of Principal Executive Offices)(Zip Code)

WOLFSPEED, INC. 2023 LONG-TERM INCENTIVE COMPENSATION PLAN
(Full title of the plan)


Neill P. Reynolds
Executive Vice President and Chief Financial Officer
Wolfspeed, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
(919) 407-5300
(Name, address and telephone number, including area code, of agent for service)

Copy to:
Bradley D. Kohn, Esq.
Wolfspeed, Inc.
4600 Silicon Drive
Durham, North Carolina 27703

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x
Accelerated filer o
 Non-accelerated filer o
 Smaller reporting company o
Emerging growth company o

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 7(a)(2)(B) of the Securities Act. o

______________________________



PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    This Registration Statement on Form S-8 is being filed by Wolfspeed, Inc. (the “Registrant”) to register 3,500,000 shares of the common stock of the Registrant, $0.00125 par value, issuable under the Wolfspeed, Inc. 2023 Long-Term Incentive Compensation Plan (the “Plan”). As permitted by the rules of the Securities and Exchange Commission (the “Commission”), this Registration Statement omits the information specified in Part I of Form S-8. The document containing the information specified in Part I will be delivered to the participants in the Plan as required by Rule 428(b) under the Securities Act of 1933 (the “Securities Act”). This document is not being filed with the Commission as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

    The following documents filed with the Commission are hereby incorporated by reference in this Registration Statement:
(a)The Registrant’s Annual Report on Form 10-K for the fiscal year ended June 25, 2023, filed with the Commission on August 23, 2023;
(b)The Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 24, 2023, filed with the Commission on November 2, 2023;
(c)The Registrant’s Current Reports on Form 8-K filed on June 26, 2023, July 5, 2023, August 16, 2023, August 22, 2023 (as amended on August 28, 2023), October 24, 2023 and November 2, 2023; and
(d)The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed on September 30, 2021, as amended by the description of the Registrant’s Common Stock contained in Exhibit 4.3 to the Registrant’s Form 10-Q for the fiscal quarter ended September 24, 2023, filed with the Commission on November 2, 2023, and any amendments or reports filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. However, any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission, including without limitation any information furnished pursuant to Item 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K, shall not be deemed to be incorporated by reference in this Registration Statement.

Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.





Item 6. Indemnification of Directors and Officers.

The Registrant currently has provisions for limitation on the personal liability of directors in its Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), and provisions for indemnification of directors and officers in its Amended and Restated Bylaws (the “Bylaws”). Additionally, sections of the North Carolina Business Corporation Act (the “NCBCA”) provide indemnification of the Registrant’s directors and officers in a variety of circumstances.

Article VII of the Articles of Incorporation provides that no director of the Registrant shall have personal liability arising out of an action whether by or in the right of the Registrant or otherwise for monetary damages for breach of his or her duty as a director. Consistent with the NCBCA, the Articles of Incorporation do not limit or eliminate the personal liability of a director with respect to (i) acts or omissions not made in good faith that such director at the time of such breach knew or believed were in conflict with the best interests of the Registrant, (ii) any liability under Section 55-8-33 of the NCBCA or any successor provision, (iii) any transaction from which such director derived an improper personal benefit, or (iv) acts or omissions occurring prior to the date of the effectiveness of Article VII of the Articles of Incorporation. In the event that the NCBCA is amended or legislation is enacted to permit further limitation or elimination of the personal liability of a director, Article VII provides that the personal liability of the Registrant’s directors shall be limited or eliminated to the fullest extent permitted by applicable law.

Article IX, Section 3 of the Bylaws provides that the Registrant shall indemnify, to the fullest extent permitted by law, any person who is made, or is threatened to be made, a party to any threatened, pending or completed civil, criminal, administrative, investigative or arbitrative action, suit or proceeding and any appeal therein (and any inquiry or investigation that could lead to such action, suit or proceeding), whether or not brought by or on behalf of the Registrant, seeking to hold such person liable by reason of the fact that such person is or was acting in such capacity as a director or officer of the Registrant, or at the request of the Registrant is or was serving as a director or officer for any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, or as a trustee or administrator under any employee benefit plan of the Registrant or a wholly-owned subsidiary of the Registrant, against (i) reasonable expenses, including without limitation all attorneys’ fees actually and necessarily incurred by such person in connection with any such action, suit or proceeding; (ii) all reasonable payments made by such person in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty or settlement for which such person may have become liable in such action, suit or proceeding; and (iii) all reasonable expenses incurred in enforcing the indemnification rights provided in the Bylaws. Pursuant to the Bylaws, this indemnification may, at the discretion of the Registrant’s board of directors, also include advancement of expenses related to such action, suit or proceeding.

Sections 55-8-50 through 55-8-58 of the NCBCA permit a corporation to indemnify its directors, officers, employees or agents under either or both a statutory or nonstatutory scheme of indemnification. In general, the NCBCA provides directors and officers with a right to indemnification when the director or officer has been wholly successful, on the merits or otherwise, in defense of any proceeding to which he or she was a party because he or she is or was a director or officer of the corporation, unless limited by the Articles of Incorporation. The NCBCA also permits a corporation to indemnify directors and officers who met a certain standard of conduct. Directors and officers are also entitled to apply to a court for an order requiring the corporation to indemnify the director or officer in a particular case. The court may grant such an order if it determines the director or officer is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances.

In addition to, and notwithstanding the conditions of and limitations on, the indemnification described above under the statutory scheme, Section 55-8-57 of the NCBCA permits a corporation to indemnify, or agree to indemnify, any of its directors, officers, employees or agents against liability and expenses (including attorneys’ fees) in any proceeding (including proceedings brought by or on behalf of the corporation) arising out of their status as such or their activities in such capacities, except for any liabilities or expenses incurred on account of activities that were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation. Additionally, Section 55-8-57 of the NCBCA authorizes a corporation to purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation against certain liabilities incurred by such a person, whether or not the corporation is otherwise authorized by the NCBCA to indemnify that person. The Registrant has purchased and maintains such insurance.

The Registrant has also entered into an indemnification agreement with each of its directors and executive officers. The indemnification agreement requires the Registrant to indemnify the indemnitee to the fullest extent permitted by the laws of the State of North Carolina currently in effect or as such laws may be amended to increase the scope of permitted indemnification. The indemnification agreement further requires the Registrant to advance expenses incurred in connection with



an action, demand, suit or proceeding and includes an undertaking by the indemnitee to reimburse the Registrant for any amounts advanced if it is ultimately determined that indemnification is not proper. The rights provided in the indemnification agreement are in addition to rights provided in the Bylaws, the Articles of Incorporation and the NCBCA.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8.    Exhibits.

Exhibit No.Description
4.1
4.2
5.1*
23.1*
23.2*
24*
99.1
107*

* Filed herewith.

Item 9.    Undertakings.
(a)    The undersigned Registrant hereby undertakes:
    (1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
        (i)    To include any prospectus required by section 10(a)(3) of the Securities Act;
        (ii)    To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
        (iii)    To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
    (2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
    (3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.



(b)    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.



SIGNATURES
    
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Durham, State of North Carolina, on this 2nd day of November, 2023.
 
WOLFSPEED, INC.
By:/s/ Gregg A. Lowe
Gregg A. Lowe
Chief Executive Officer and President
        
    






POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Gregg A. Lowe and Neill P. Reynolds, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. 
NameTitleDate
/s/ Gregg A. LoweChief Executive Officer and PresidentNovember 2, 2023
Gregg A. Lowe(Principal Executive Officer)
/s/ Neill P. ReynoldsExecutive Vice President and Chief Financial OfficerNovember 2, 2023
Neill P. Reynolds(Principal Financial and Principal Accounting Officer)
/s/ Thomas H. WernerChairman and DirectorNovember 2, 2023
Thomas H. Werner
/s/ Glenda DorchakDirectorNovember 2, 2023
Glenda Dorchak
/s/ John C. HodgeDirectorNovember 2, 2023
John C. Hodge
/s/ Clyde R. HoseinDirectorNovember 2, 2023
Clyde R. Hosein
/s/ Darren R. JacksonDirectorNovember 2, 2023
Darren R. Jackson
/s/ Duy-Loan T. LeDirectorNovember 2, 2023
Duy-Loan T. Le
/s/ John B. ReplogleDirectorNovember 2, 2023
John B. Replogle
/s/ Marvin A. RileyDirectorNovember 2, 2023
Marvin A. Riley
/s/ Stacy J. SmithDirectorNovember 2, 2023
Stacy J. Smith

Exhibit 107
Calculation of Filing Fee Table

Form S-8
(Form Type)

Wolfspeed, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation RuleAmount Registered (1)Proposed Maximum Offering Price Per Unit (3)Maximum Aggregate Offering Price (3)Fee RateAmount of Registration Fee
EquityCommon Stock, $0.00125 par value per shareOther
3,500,000 (2)
$28.02$98,070,0000.00014760$14,475.13
Total Offering Amounts$98,070,000 $14,475.13
Total Fee Offsets— 
Net Fee Due$14,475.13

(1)Pursuant to Rule 416(a) promulgated under the Securities Act, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the common stock, par value $0.00125 per share (“Common Stock”), of Wolfspeed, Inc. (the “Company”) that become issuable under the Company’s 2023 Long-Term Incentive Compensation Plan (the “Plan”) to prevent dilution resulting from any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
(2)Represents 3,500,000 shares of Common Stock that are authorized for issuance under the Plan.
(3)Calculated solely for the purpose of this offering pursuant to Rules 457(c) and (h) of the Securities Act, on the basis of the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on October 30, 2023, which date is within five business days prior to filing this Registration Statement.



Exhibit 5.1
SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.

LAWYERS

OFFICES
Wells Fargo Capitol Center
150 Fayetteville Street, Suite 2300
Raleigh, North Carolina 27601



November 2, 2023

MAILING ADDRESS
P.O. Box 2611
Raleigh, North Carolina
27602-2611
TELEPHONE: (919) 821-1220
FACSIMILE: (919) 821-6800


Wolfspeed, Inc.
4600 Silicon Drive
Durham, North Carolina 27703

Re:Wolfspeed, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for Wolfspeed, Inc., a North Carolina corporation (the “Company”), in connection with the registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), of 3,500,000 shares of common stock of the Company (the “Shares”), with a par value of $0.00125 per share (“Common Stock”), for issuance under the Company’s 2023 Long-Term Incentive Compensation Plan (the “Plan”).

This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

We have examined the Amended and Restated Articles of Incorporation of the Company, the Amended and Restated Bylaws of the Company, the minutes of the Board of Directors of the Company relating to the approval of the Plan and the authorization and the issuance of the Shares, the Proxy Statement for the 2023 annual meeting of shareholders (the “2023 Annual Meeting”) regarding the proposal of the Plan for shareholder approval, the minutes of the 2023 Annual Meeting evidencing approval of the Plan, and such other documents and matters of law and fact as we, in our professional judgment, have deemed appropriate to render the opinions contained herein. With respect to certain facts, we have considered it appropriate to rely upon certificates or other comparable documents of public officials and officers or other appropriate representatives of the Company, without investigation or analysis of any underlying data contained therein.

Based upon and subject to the foregoing and the further assumptions, limitations and qualifications hereinafter expressed, it is our opinion that the Shares have been duly authorized, and when issued and delivered against payment therefor in accordance with the Plan and the related award agreement and upon either (a) the countersigning of the certificates representing the Shares by a duly authorized signatory of the registrar for the Common Stock, or (b) the book entry of the Shares by the transfer agent for the Common Stock, will be validly issued, fully paid, and nonassessable.



Wolfspeed, Inc.
November 2, 2023
Page 2
We express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in North Carolina exercising customary professional diligence would reasonably recognize as being directly applicable to the Company, the issuance of the Shares or both. The opinion expressed herein is limited to matters governed by the laws of the State of North Carolina, and no opinion is expressed as to the laws of any other jurisdiction. The opinion expressed herein does not extend to compliance with federal and state securities laws relating to the sale of the Shares.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to us in the Registration Statement and any amendment thereto. Such consent shall not be deemed to be an admission that our firm is within the category of persons whose consent is required under Section 7 of the Act or the regulations promulgated pursuant to the Act.

Our opinion expressed herein is as of the date hereof, and we undertake no obligation to advise you of changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinion expressed herein.


Sincerely yours,

/s/ Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.

SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Wolfspeed, Inc. of our report dated August 23, 2023 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in Wolfspeed, Inc.’s Annual Report on Form 10-K for the year ended June 25, 2023.

/s/ PricewaterhouseCoopers LLP
Raleigh, North Carolina
November 2, 2023


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