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): October 28, 2017

 

 

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))

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 1.01 Entry into a Material Definitive Agreement.

On October 28, 2017, Bank of America, N.A, issued an extension letter to Super Micro Computer, Inc., a Delaware corporation (the “Company”), in connection with that certain Credit Agreement dated as of June 30, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), among the Company, the Guarantors (as defined in the Credit Agreement), Super Micro Computer B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid) formed under the laws of the Netherlands and registered with the Trade Register of the Dutch Chamber of Commerce under number 17102792, as the “Designated Borrower” thereunder and not as a Guarantor (in such capacity, the “ Designated Borrower ” and, together with the Company, the “ Borrowers ” and each a “ Borrower ”), the lenders party thereto (“ Lenders ”), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (the “ Extension Letter ”).

The Extension Letter extends the date by which delivery of the Company’s audited Consolidated and consolidating financial statements for the fiscal year ending June 30, 2017 (“ FYE 2017 Financial Statements ”) and the FYE 2017 Compliance Certificate (as defined in the Extension Letter) is required from no later than October 28, 2017 to January 15, 2018 (the “ Extended Delivery Date ”), subject to the requirements set forth in the Extension Letter.

The foregoing description of the Extension Letter does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Extension Letter, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the Extension Letter as set forth in Item 1.01 of this Form 8-K is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

No.

  

Description

10.1    Extension Letter to that certain Credit Agreement dated as of June 30, 2016 between Super Micro Computer, Inc. and Bank of America, N.A.

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: October 31, 2017    By:   

/s/ Charles Liang

      Charles Liang
      President, Chief Executive Officer and Chairman of the Board
      (Principal Executive Officer)

Exhibit 10.1

 

LOGO

October 28, 2017

Super Micro Computer, Inc.

980 Rock Avenue

San Jose, California 95131

Attention: Howard Hideshima, CFO

 

  Re: Extension Letter

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement dated as of June 30, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), among SUPER MICRO COMPUTER, INC., a Delaware corporation (the “ Company ”), the Guarantors (defined therein) which are party thereto, SUPER MICRO COMPUTER B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) formed under the laws of the Netherlands and registered with the Trade Register of the Dutch Chamber of Commerce under number 17102792, as the “Designated Borrower” thereunder and not as a Guarantor (in such capacity, the “ Designated Borrower ” and, together with the Company, the “ Borrowers ” and each a “ Borrower ”), the lenders party thereto (“ Lenders ”), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer. Capitalized terms used and not otherwise defined herein shall have the ascribed meanings as set forth in the Credit Agreement.

As set forth in Section 6.01(a) of the Credit Agreement, Company is required to deliver its audited Consolidated and consolidating financial statements for the fiscal year ending June 30, 2017 (“ FYE 2017 Financial Statements ”) together with a Compliance Certificate as required under Section 6.02(b) of the Credit Agreement (“ FYE 2017 Compliance Certificate ”), by no later than October 28, 2017. Borrowers have requested that Administrative Agent and Lenders extend the date by which delivery of the FYE 2017 Financial Statements and FYE 2017 Compliance Certificate is required. Subject to the satisfaction of each of the conditions set forth herein, Administrative Agent and Lenders hereby extend the date by which delivery of the FYE 2017 Financial Statements and FYE 2017 Compliance Certificate is required to January 15, 2018 (“ Extended Delivery Date ”). The extension set forth above is subject to the following conditions: (i) by no later than October 28, 2017, Company shall deliver to Administrative Agent its fiscal year ending June 30, 2017 internally prepared Consolidated and consolidating financial statements (“ Internally Prepared Statements ”) together with a corresponding Compliance Certificate for the fiscal year ending June 30, 2017, (ii) by no later than the Extended Delivery Date, Company shall have filed with the SEC and deliver to Administrative Agent a 10K Annual Report for the fiscal Year ending June 30, 2017 and a 10Q Quarterly Report for the quarter ending September 30, 2017, (iii) Company shall promptly report to Administrative Agent any findings in the preparation of the FYE 2017 Financial Statements which are materially different than what was reported in the Internally Prepared Statements, and (iv) there shall be no material difference between the Internally Prepared Statements and the audited FYE 2017 Financial Statements.

Failure to deliver the FYE 2017 Financial Statements, FYE 2017 Compliance Certificate, 10K Annual Report for the fiscal Year ending June 30, 2017 and 10Q Quarterly Report for the quarter ending September 30, 2017 by the Extended Delivery Date shall result in an immediate Event of Default without the benefit of any cure or grace period.

The extension and agreements set forth herein shall be limited precisely as written and shall not be deemed to be an extension or an agreement to any other act by any Borrower which is prohibited by the Credit Agreement. Except as specifically provided above, the extension and agreements set forth herein shall not constitute a waiver or modification of any of the terms of the Credit Agreement.

Regards,

BANK OF AMERICA, N.A.,

as Administrative Agent and Lender

 

By:

 

/s/ Thomas R. Sullivan

Name:

 

Thomas R. Sullivan

Title:

 

Senior Vice President

Acknowledged and agreed to

this 28th day of October, 2017:

SUPER MICRO COMPUTER, INC.,

a Delaware corporation

 

By

 

/s/ Howard Hideshima

Name:

 

Howard Hideshima

Title:

 

CFO

SUPER MICRO COMPUTER B.V.,

a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) formed under the laws of the Netherlands and registered with the Trade Register of the Dutch Chamber of Commerce under number 17102792

 

By

 

/s/ Yih-Shyan Liaw

Name:

 

Yih-Shyan (Wally) Liaw

Title:

 

Solely Authorized Statutory Director