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):
November 7, 2017
SMART GLOBAL HOLDINGS, INC.
(Exact name of Registrant as Specified
in Its Charter)
|
Cayman
Islands
|
001-38102
|
98-1013909
|
|
(State of incorporation or organization)
|
(Commission File No.)
|
(I.R.S. Employer Identification Number)
|
|
|
|
|
|
c/o
Maples Corporate Services Limited
P.O.
Box 309
Ugland
House
Grand
Cayman
|
|
KY1
-1104
Cayman
Islands
(Zip
Code)
|
|
(Address of principal executive offices)
|
|
Registrant’s
telephone number, including area code: (510) 623-1231
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
(see General Instruction A.2. below):
☐ 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))
Indicate by check mark whether the registrant is an emerging
growth company 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 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
|
On November 7, 2017, SMART Global Holdings,
Inc.
(the “Company”) announced that Iain MacKenzie, the Company’s long-time
President and Chief Executive Officer (“CEO”), has decided to transition to a revised role during the 2018 calendar
year. Mr. MacKenzie will remain a member of the Company’s board of directors following the transition. It is anticipated
that a search for a new CEO will commence in the near future. Mr. MacKenzie will remain in his current CEO position until the new
CEO is in place and expects to be available to assist the new CEO with the transition.
In addition, effective
immediately, Ajay Shah, Chairman of the Board of the Company, will increase his responsibilities and assume the role of Executive
Chairman assisting the Company to further develop and execute its strategic initiatives.
The Company issued a press release regarding
Mr. MacKenzie’s transition, which is included as Exhibit 99.1 to this Current Report on Form 8-K.
|
|
Item 9.01.
|
Financial Statements and Exhibits.
|
SIGNATURE
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, thereunto duly
authorized.
|
|
SMART Global Holdings, Inc.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Bruce Goldberg
|
|
|
|
Name:
|
Bruce Goldberg
|
|
|
|
Title:
|
Vice President, Chief Legal Officer and Chief Compliance Officer
|
November 9, 2017
Exhibit 99.1
Press Release
FOR IMMEDIATE
RELEASE
SMART
Global Holdings Announces CEO Transition
NEWARK,
CA – November 7, 2017 –
SMART Global Holdings, Inc.
(“SMART”,
“SGH” or the “Company”) (NASDAQ: SGH), parent company of
SMART Modular
Technologies, Inc.,
today announced that Iain MacKenzie, SMART’s long-time Chief Executive Officer, has decided to
transition to a revised role during the 2018 calendar year. Mr. MacKenzie will remain a member of SGH’s board of directors
following the transition. It is anticipated that a search for a new CEO will commence in the near future. Mr. MacKenzie will remain
in his current CEO position until the new CEO is in place and expects to be available to assist the new CEO with the transition.
In addition,
effective immediately, Ajay Shah, Chairman of the Board of SGH, will increase his responsibilities and assume the role of Executive
Chairman assisting SGH to further develop and execute its strategic initiatives.
“We
are very thankful to have Iain continuing in his role until a search is completed and appreciate his commitment to stay on our
board beyond that”, said Mr. Shah.
“After
more than 20 years of service at SMART, including 12 years as CEO, I feel that the time is right to look forward to the next stage
of my career, spend more time with my family and pursue other interests”, said Mr. MacKenzie. “I am excited to continue
to be engaged as a director and a resource to the next CEO of this great company. SMART has an excellent team in place and is
well positioned to make great strides forward in the coming years. It has been an honor to work with the fantastic people at SMART
and to help the company achieve so much success. I look forward to working closely with SMART in a different role in the years
to come.”
About SMART Global Holdings
The SMART family of companies
are global leaders in specialty memory, storage and hybrid solutions serving the electronics industry with standard and custom
products for over 25 years. SMART delivers components, modules and solutions to a broad customer base, including OEMs in computing,
networking, communications, storage, mobile and industrial markets. Customers rely on SMART as a strategic supplier with custom
designs, product quality, technical support, a global footprint, and the ability to provide locally manufactured memory products
in multiple geographies. See
www.smartgh.com
,
www.smartm.com
,
www.smarth.com
or
www.smartsscs.com
for
more information.
# # #
Investor
Contact:
Suzanne Schmidt
Investor Relations for SMART Global Holdings, Inc.
(510) 360-8596
ir@smartm.com
39870
Eureka Drive • Newark, CA 94560 • Tel: 510-623-1231 • FAX: 510-623-1434