Document
false0001375365 0001375365 2020-01-08 2020-01-08


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): January 8, 2020
 

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: (408503-8000
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 2.02
Results of Operations and Financial Condition


On January 8, 2020, Super Micro Computer, Inc.’s (the “Company”) common stock was approved to be relisted for trading on the NASDAQ Global Select Market (“NASDAQ”) under the ticker symbol “SMCI”. Trading on NASDAQ is expected to commence on January 14, 2020. A copy of the press release issued on January 9, 2020 announcing (i) the approval for relisting and (ii) updated guidance range for the Company’s expected revenue for its quarter ended December 31, 2019 is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

The information in, and the exhibit furnished pursuant to, Item 2.02 of this report, including Exhibit 99.1, are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act, as amended (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
 
 
 





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: January 9, 2020
 
 
 
By:
 
/s/ Charles Liang
 
 
 
 
 
 
 
 
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)


Exhibit

Exhibit 99.1

Supermicro® Announces Approval to Relist on NASDAQ and Provides Business Update
Company to Resume Trading Under Ticker “SMCI”
SAN JOSE, Calif. - January 9, 2020 (BUSINESS WIRE) -- Super Micro Computer, Inc. (SMCI), a global leader in high-performance, high-efficiency server, storage technology and green computing, today announced that The Nasdaq Stock Market LLC (“Nasdaq”) has approved its application for relisting of the Company’s common stock on the Nasdaq Global Market. It is expected that the Company’s common stock will begin trading at the opening of trading on or about January 14, 2020 under the ticker symbol “SMCI”.
“We are excited to begin Supermicro’s next chapter by relisting our common stock on NASDAQ,” said Supermicro president and CEO Charles Liang. “This marks our successful comeback and is the culmination of our efforts to become current with our SEC filings. We are pleased to begin a new chapter for Supermicro that is based on improved internal controls and a dedication to profitable growth. Not only are we back, but we are stronger, better, and re-energized to capitalize on the opportunities ahead.”
Business Update
The Company now expects revenues for the second quarter of fiscal year 2020 ended December 31, 2019 to be in a range of $850 million to $880 million, compared to its previously announced guidance range of $810 million to $870 million. The Company will provide additional commentary when it reports earnings in early February.
Upcoming Investor Conference
The Company will be meeting with investors at the 22nd Annual Needham Growth Conference in New York City on January 14, 2020.
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 may relate to, among other things, the guidance for the Company’s second quarter of fiscal year 2020, which ended December 31, 2019. 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: (i) our quarterly operating results may fluctuate, which could cause rapid declines in our stock price, (ii) as we increasingly target larger customers




and larger sales opportunities, our customer base may become more concentrated, our cost of sales may increase, our margins may be lower and our sales may be less predictable, (iii) if we fail to meet publicly announced financial guidance or other expectations about our business, our stock could decline in value, (iv) the average sales prices for our server solutions could decline if customers do not continue to purchase our latest generation products or additional components, and (v) adverse economic conditions may harm our business. 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 Securities and Exchange Commission, including those factors discussed under the caption "Risk Factors" in such filings, particularly our Annual Report on Form 10-K for our fiscal year ended June 30, 2019.

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