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



                                    FORM 8-K



                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported): June 28, 1996

                         COMMISSION FILE NUMBER 0-26820


                              TERA COMPUTER COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                 Washington                               93-0962605
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)                Identification No.)

         2815 Eastlake Ave East, Seattle, Washington          98102-3027
         (Address of principal executive office)              (Zip Code)

       Registrants's telephone number, including area code: (206) 325-0800

                                      None
          (Former name or former address, if changed since last report)
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                              TERA COMPUTER COMPANY
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                   (unaudited)

5/31/96 ------------------------------------------- PRO ACTUAL FORMA (1) ADJUSTED -------------- ------------- ------------ net ASSETS CURRENT ASSETS: Cash and cash equivalents $ 3,908,918 $ 2,028,390 $ 5,937,308 Accounts receivable 23,448 23,448 Advances to suppliers 317,562 317,562 Other assets 77,067 77,067 -------------- ------------ Total current assets 4,326,995 6,355,385 PROPERTY AND EQUIPMENT, NET 1,453,795 1,453,795 LEASE DEPOSITS 218,725 218,725 -------------- ------------ TOTAL $ 5,999,515 $ 8,027,905 ============== ============ LIABILITIES AND SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY) CURRENT LIABILITIES: Accounts payable $ 581,047 $ 581,047 Accrued payroll and related expenses 1,569,856 1,569,856 Potential contract adjustments 250,000 250,000 Current portion of obligations under capital leases 656,548 656,548 -------------- ------------ Total current liabilities 3,057,451 3,057,451 OBLIGATIONS UNDER CAPITAL LEASES: less current portion 109,477 109,477 SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY): Convertible preferred stock - Authorized, 5,000,000 shares; issued and outstanding; 2,256,458 shares (1) 4,646,027 2,028,390 6,674,417 Common stock, par $.01 - Authorized, 25,000,000 shares; issued and outstanding, 3,889,455 and 3,936,843 shares 19,137,406 19,137,406 Accumulated deficit (20,950,846) (20,950,846) -------------- ------------ 2,832,587 4,860,977 TOTAL $ 5,999,515 $ 8,027,905 ============== ============
(1) Shows net proceeds of private placement received as of June 28, 1996. 3 TERA COMPUTER COMPANY (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS (unaudited)
PERIOD FROM FIVE DECEMBER 7, MONTHS 1987 (INCEPTION) ENDED THROUGH MAY 31, MAY 31, 1996 1996 ----------- ------------ OPERATING EXPENSES: Research and development $(5,380,357) $(33,509,810) Marketing and sales (233,519) (1,399,477) General and administrative (401,064) (4,156,363) ----------- ------------ (6,014,940) (39,065,650) RESEARCH FUNDING 17,358 18,486,967 ----------- ------------ Net operating expense (5,997,582) (20,578,683) OTHER INCOME (EXPENSE) 14,487 (372,163) NET LOSS $(5,983,095) $(20,950,846) =========== ============
4 ITEM 5. OTHER EVENTS The Company has engaged H.J. Meyers & Co., Inc. of Rochester, New York, to act as the Company's Sales Agent to raise a minimum of $2,500,000 up to $8,000,000 of funds in an "All Accredited Investor" private placement of Units, each Unit consisting of two shares of Series A Convertible Preferred Stock and one Redeemable Common Stock Purchase Warrant. To date a total of $7,672,000 has been raised, of which $6,674,000 has been received by the Company net of offering fees and expenses. The Company is continuing this private placement and expects to raise all or nearly all of the $8,000,000 maximum. The Company's unaudited balance sheet as of May 31, 1996, with the pro forma application of funds received to date from the private placement, and the Company's internal statement of operations for the five months ended May 31, 1996, are attached. The financial statements are without notes or adjustments and the results of operations for the five months ended May 31, 1996 are not necessarily indicative of the results for the entire year. EXHIBIT 7. EXHIBITS 1. Pro forma balance sheet (unaudited) as of May 31, 1996. 2. Statement of Operations (unaudited) for the five months ended May 31, 1996. 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. TERA COMPUTER COMPANY By: JAMES E. ROTTSOLK ----------------------------------- James E. Rottsolk Chief Executive Officer and Chief Financial Officer Date: July 1, 1996