Document


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): December 19, 2019
 

SUPER MICRO COMPUTER, INC.
(Exact name of registrant specified in its charter)
 


 
 
 
 
 
Delaware
 
001-33383
 
77-0353939
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
980 Rock Avenue, San Jose, California 95131
(Address of principal executive offices, including Zip Code)
Registrant’s telephone, including area code: (408) 503-8000
Not Applicable
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, $0.001 par value
 
SMCI
 
OTC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company ¨

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 13(a) of the Exchange Act. ¨








Item 7.01
Regulation FD Disclosure

On December 19, 2019, Super Micro Computer, Inc. (the “Company”) sent a letter to its customers, partners and suppliers announcing the filing of its Annual Report on Form 10-K for the year ended June 30, 2019 (the “2019 Annual Report”). A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
None of the information furnished in Item 7.01 or Exhibit 99.1 hereto shall be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Unless expressly set forth by specific reference in such filings, none of the information furnished in this report shall be incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings.
Item 8.01
Other Events

On December 19, 2019, the Company issued a press release (the “Press Release”) announcing that the Company had filed its 2019 Annual Report and Quarterly Reports on Form 10-Q for the quarters ended September 30, 2018, December 31, 2018 and March 31, 2019. A copy of the Press Release is attached as Exhibit 99.2 to this report and is incorporated herein by reference.

The information in, and the exhibit furnished pursuant to, Item 8.01 of this report, including Exhibit 99.2, are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, and are not to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
 
 
 
 
Exhibit
Number
 
Description
 
 
99.1
 
99.2
 
 
 





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.
 

 
 
 
 
 
 
 
 
 
 
 
 
 
SUPER MICRO COMPUTER, INC.
 
 
 
 
Date: December 19, 2019
 
 
 
By:
 
/s/ Charles Liang
 
 
 
 
 
 
 
 
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)


Exhibit

Exhibit 99.1

Super Micro Computer, Inc.
980 Rock Avenue
San Jose, CA 95131

December 19, 2019


Dear Valued Partner,
Today marks another significant milestone for Supermicro. I am pleased to report we have successfully filed our annual and quarterly filings through Fiscal Year 2019. Our customers and valued partners have demonstrated dedication and loyalty to Supermicro throughout this process, and I am truly grateful for it. Because of you, Supermicro continues to thrive.
These filings reflect the extensive and continuous enhancement of our corporate governance and internal controls over financial reporting. These efforts include appointing a slate of new leadership over the past two years to help us manage through these challenges and build stronger processes required for continued growth.
During this period, we have worked hard to ensure our corporate fundamentals support our innovative engineering expertise and have made ongoing investments to strengthen our foundation and promote future growth. We continue to provide our customers with leading solutions for Enterprise, Cloud, Artificial Intelligence / Machine Learning, 5G and Edge, while maintaining sound financial results and a healthy balance sheet. Since our founding in the heart of Silicon Valley 26 years ago, we have driven an unbroken string of year-over-year revenue growth, continuing even during these last two difficult years, and in the past decade have achieved an organic CAGR of over 20%.
Supermicro is a great American success story, and you are a critical part of it. We have grown our global footprint to support a worldwide customer base in more than 110 countries. In addition to our core design and engineering, proudly originating in the United States, we are also investing in global manufacturing capacity to meet the demands of the worldwide market. With our service operations in Taiwan and the Netherlands, we are increasing the scale of our global network. We are positioned to rapidly incorporate the newest technologies in our products, conduct research and development at our facilities, and provide extended field support to meet evolving customer needs.

Our company continues to demonstrate to the world that high-quality technology systems can be both environmentally responsible and economical, reducing both your costs and your impact on Mother Earth. We developed the Total Cost to the Environment (TCE) concept to help IT professionals understand the energy efficiency of their systems and overall impact on the environment. We also offer a Resource-Saving Architecture to help you save both energy and hardware acquisition costs while reducing environmental impact.
We expect to file our 10-Q for the first quarter of fiscal 2020 very soon, which will bring us current with our SEC filings. We look forward to being relisted on NASDAQ shortly after that filing. As we emerge from this challenging period, I am grateful for our steadfast customers and committed employees, and I look forward to leading Supermicro to even greater growth and profitability. In the years ahead, strong market demand, world class products, and a revitalized team will write a new and exciting chapter in Supermicro’s history.






Thank you,


/s/ Charles Liang
Charles Liang
President and CEO





Exhibit


Exhibit 99.2

Supermicro® Announces Filing of Annual and Quarterly Filings through Fiscal Year 2019; Announces Intention to Relist After First Quarter Fiscal 2020 Results Are Filed

SAN JOSE, Calif. -- December 19, 2019 (BUSINESS WIRE) -- Super Micro Computer, Inc. (SMCI), a global leader in high-performance, high-efficiency server, storage technology and green computing, today announced it has filed its annual and quarterly filings through Fiscal Year 2019.
These filings reflect the extensive and continuous enhancement of the Company’s corporate governance and internal controls over financial reporting. These efforts include appointing a slate of new leadership over the past two-plus years.
The filings today include the Company’s Annual Reports on Form 10-K for the fiscal years ended June 30, 2018 and 2019 and its Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2018, December 31, 2018, March 31, 2019.
Supermicro Announces Intention to Relist After First Quarter Fiscal 2020 Results Are Filed
Today, the Company announced that it intends to activate its application at NASDAQ and request relisting as soon as possible after it files its Form 10-Q for the first quarter of Fiscal Year 2020 as well as any other required filings with the SEC and complies with any other requirements.
“We look forward to our common stock being relisted on NASDAQ shortly,” said Supermicro President and CEO Charles Liang. “As we emerge from this very challenging period, I am grateful for our loyal customers and committed employees, and I look forward to leading Supermicro to new and greater growth and profitability coupled with a crisp focus on rigorously accurate financial reporting and effective internal controls.”
Upon filing the 10-Q for the first quarter of Fiscal Year 2020, the Company will be current with its SEC filings.
Conference Call/Webcast Information
Supermicro will hold a teleconference on December 20 to discuss its annual and quarterly filings through Fiscal Year 2019 and intent to relist. The call will begin at 9:00 a.m. Eastern Time. Those wishing to participate in the conference call should dial 1-800-458-4121 (International callers dial 1-929-477-0324) a few minutes prior to the call’s start to register. The conference ID is 6731615. A replay of the call will be available through 11:59 p.m. (Eastern Time) on Friday January 3, 2020, 11:59 PM ET, by dialing 1-844-512-2921 (International callers dial 1-412-317-6671) and entering replay PIN 6731615.
Those wishing to access the live or archived webcast via the Internet should go to the Investor Relations tab of the Supermicro website at www.Supermicro.com.
Cautionary Statement Regarding Forward Looking Statements
Statements contained in this press release that are not historical fact may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from those anticipated, including the impact of any adjustments to the Company’s historical or current financial results as a result of the Audit Committee investigation and further testing, and the timing and consequences of the delays in the Company’s regaining compliance with its SEC filing obligations.  Additional factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statements are contained in our filings with the SEC, including those factors discussed under the caption "Risk Factors" in such filings.
About Super Micro Computer, Inc.
Supermicro (SMCI), the leading innovator in high-performance, high-efficiency server technology is a premier provider of advanced server Building Block Solutions® for Data Center, Cloud Computing, Enterprise IT, Hadoop/





Big Data, HPC and Embedded Systems worldwide. Supermicro is committed to protecting the environment through its “We Keep IT Green®” initiative and provides customers with the most energy-efficient, environmentally-friendly solutions available on the market.
Supermicro, Building Block Solutions and We Keep IT Green are trademarks and/or registered trademarks of Super Micro Computer, Inc.
All other brands, names and trademarks are the property of their respective owners.
Investor Relations Contact:
Perry G. Hayes
SVP, Investor Relations
408-895-6570
SMCI-F