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): February 21, 2001


                             CHARLES & COLVARD, LTD.
             (Exact name of Registrant as specified in its charter)



      North Carolina                      0-23329                56-0308470
(State or other jurisdiction of     (Commission File No.)       (IRS Employer
 incorporation or organization)                              Identification No.)


                             3800 Gateway Boulevard
                                    Suite 310
                        Morrisville, North Carolina 27560
          (Address of principal executive offices, including zip code)
                                 (919) 468-0399
              (Registrant's telephone number, including area code)



                        (Former name or Former Address if
                           Changed Since Last Report)

ITEM 5. Other Events. Charles & Colvard, Ltd. (Nasdaq: CTHR) today announced that it has raised approximately $6.2 million in gross proceeds as a result of the exercise by shareholders of rights to purchase common stock at $1.00 per share pursuant to its rights offering that expired on February 16, 2001. The Company will issue an aggregate of 6,246,735 shares of common stock and will have a total of 13,447,714 shares of common stock issued and outstanding as of February 21, 2001. The net proceeds will be used for working capital purposes. A copy of the press release issued by the Company, that discusses the offering, is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99.1 Press Release dated February 21, 2001.

SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CHARLES & COLVARD, LTD. Date: February 22, 2001 By: /s/ Robert S. Thomas --------------------------------------- Robert S. Thomas President and Chief Executive Officer


                                                                    EXHIBIT 99.1


                 -------------------Created---------------------
                                   MOISSANITE
                              CHARLES & COLVARD(TM)



For Immediate Release             Press Contact: Jessica Blue, Richard French
                                  & Associates:  919-832-6300
                                  Investor contact:  Bob Thomas, President
                                  & CEO, Charles & Colvard, Ltd.:  919-468-0399


            Charles & Colvard Raises $6.2 Million in Rights Offering


MORRISVILLE, N.C., February 21, 2001 -- Charles & Colvard, Ltd. (Nasdaq: CTHR)
today announced that it has raised approximately $6.2 million in gross proceeds
as a result of the exercise by shareholders of rights to purchase common stock
at $1.00 per share pursuant to its rights offering that expired on February 16,
2001. The Company will issue an aggregate of 6,246,735 shares of common stock
and will have a total of 13,447,714 shares of common stock issued and
outstanding as of February 21, 2001. The net proceeds will be used for working
capital purposes.

Charles & Colvard, based in the Research Triangle Park area of North Carolina,
became a public company in 1997. For more information, please access
www.moissanite.com.

This press release contains forward-looking statements that relate to the
company's future plans and objectives. These statements are subject to numerous
risks and uncertainties, including without limitation the limited operating
history upon which the company and its prospects can be evaluated, the need for
further development of the company's products, the company's reliance on Cree,
Inc. as a developer and supplier of silicon carbide crystals, the small size of
the current market for the company's products and uncertainty of market
acceptance and demand for such products in the future. These and other risks and
uncertainties, which are detailed in the company's filings with the SEC
including Forms 10-K and 10-Q, could cause actual results and developments to be
materially different from those expressed or implied by any of the
forward-looking statements included in this press release.

                                       ###