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 30, 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))
   
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 January 31, 2019, Super Micro Computer, Inc., a Delaware corporation (the “ Company ”), entered into that certain First Amendment to Loan and Security Agreement (the “ Amendment ”) by and among the Company, the financial institutions party to that certain Loan and Security Agreement, dated April 19, 2018 (as amended, restated, amended or restated, extended, supplemented, or otherwise modified from time to time, the “ Loan Agreement ”) as Lenders, and Bank of America, N.A., a national banking association, as administrative agent for the Lenders, amending the Loan Agreement.

The Amendment amends the Loan Agreement to, among other matters, (i) extend the delivery date of the Company’s Fiscal Year ending June 30, 2018 audited financial statements, the corresponding Compliance Certificate and copies of all management letters and other material reports submitted to Borrowers by their accountants in connection with such financial statements otherwise due under Sections 10.1.2(a), (d) and (e) of the Loan Agreement to June 30, 2019; (ii) require that the Company deliver, no later than March 31, 2019 (which date shall be automatically extended to June 30, 2019 upon payment of an extension fee), its Fiscal Year ending June 30, 2017 audited financial statements and a management letter from the Company’s certified public accountants, indicating that any issues resulting from the late filing of the Company’s 10-Q and 10-K filings with the Securities and Exchange Commission for the filing periods ending on or prior to June 30, 2017 have been resolved; and (iii) extend the termination date from April 19, 2019 to June 30, 2019.

Capitalized terms used but not otherwise defined herein have the respective meanings given thereto in the Amendment. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Amendment, 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 Amendment as set forth in Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 5.02
Departure of Directors or Principal Officer; Election of Directors; Appointment of Principal Officers.


On January 30, 2019, Tally Liu was appointed to fill a vacancy on the Board of Directors of the Company. Mr. Liu served as Chairman of the Board and Chief Executive Officer of Newegg, Inc. from August 1, 2008 to August 12, 2010 and served as its President from February 2008 to August 2008. Before that, Mr. Liu was at Knight Ridder Digital for over 17 years where he held various executive finance positions, including Senior Vice President, Operations & Finance, Vice President, Internal Audit, Vice President of Finance and Advanced Technologies, Vice President of Finance and Controller. He was responsible for Knight Ridder Digital's financial budgeting, accounting and capital budgeting, in addition to overseeing the operations of facilities, Web-hosting for the Real Cities network and technical, application and network support. Mr. Liu served as Vice President, Internal Audit at Knight Ridder. Before Knight Ridder, Mr. Liu was the Chief Financial Officer of the San Jose Mercury News and Controller for the Boca Raton News. He is President of the International Newspaper Financial Executives (INFE). Mr. Liu is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. Mr. Liu completed the Advanced Management Program at Harvard University in 1998. He attended the Stanford Advanced Finance Management program in 1986. Mr. Liu holds an M.B.A. from Florida Atlantic University and a bachelor of commerce degree, with a major in business administration, from National Chenchi University, Taipei, Taiwan.

Mr. Liu is entitled to receive our standard non-employee director compensation. We reimburse non-employee directors for reasonable expenses in connection with attendance at board and committee meetings. Our non-employee directors receive an annual retainer of $40,000, payable quarterly. In addition, each director serving in a non-chairperson capacity on our audit, compensation or nominating and corporate governance committees receives an additional annual retainer of $2,500 per committee, payable quarterly. Each non-employee director is automatically granted an initial option to purchase 18,000 shares upon first becoming a member of our board of directors. Immediately after each of our annual meetings of stockholders, each non-employee director is automatically granted a nonstatutory option to purchase 4,500 shares of our common stock. Annual grants will be reduced proportionally if the person did not serve in that capacity for the full year after the annual grant.

Item 5.05
Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics
nt of a Registrant.


On January 30, 2019, the Company’s Board of Directors approved and adopted the amended and restated Code of Business Conduct and Ethics (the “Code”) attached hereto as Exhibit 14.1 and which will also be available on the Company’s website at https://ir.supermicro.com/committee-details/code-business-conduct-and-ethics. The Code is applicable to all officers, directors and employees of the Company, including but not limited to the Company’s principal executive officer, principal financial officer, principal accounting officer and controller. The


revisions to the Code include, among others, (i) revising the general policy statement, (ii) adding a requirement that the Company’s Chief Executive Officer, Chief Financial Officer, Chief Compliance Officer, General Counsel and Controller are required to promote compliance with the Code, (iii) removing some provisions that are not core to the purpose of the Code, such as relating to financial reporting, (iv) adding provisions to clarify what constitutes a conflict of interest, (v) streamlining the reporting procedures for potential violations and internal investigation procedures, (vi) adding provisions relating to discrimination and harassment, and (vii) adding provisions relating to health and safety. The changes to do not result in any waiver to any officer, director or employee of the Company, explicit or implicit, from any provision of the Code as in effect prior to the Board’s action to amend and restate the Code. The changes also serve to coordinate the Code provisions with certain other policies and committee charters of the Company.

Item 9.01
Financial Statements and Exhibits
 




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: February 5, 2019
 
 
 
By:
 
/s/ Charles Liang
 
 
 
 
 
 
 
 
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)







Exhibit 10.1


FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT , dated to be effective as of January 31, 2019 (this “ Amendment ”) is made among SUPER MICRO COMPUTER, INC. , a Delaware corporation (“ SMCI ”, together with any other party hereto as a Borrower, individually, a “ Borrower ” and, collectively, the “ Borrowers ”), the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A. , a national banking association (“ Bank of America ”), as administrative agent for the Lenders (in such capacity, “ Agent ”).

Background
A.      Borrowers, Agent and Lenders have entered into that certain Loan and Security Agreement, dated as of April 19, 2018, (as amended, modified or supplemented from time to time, the “ Loan Agreement ”). All capitalized terms used and not otherwise defined in this Amendment are used as defined in the Loan Agreement.
B.      Agent and Lenders have agreed to amend certain terms of the Loan Agreement subject to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth and for other good and valuable consideration, Borrowers, Agent and Lenders hereby agree as follows:
Agreement
1. Amendments to the Loan Agreement .

(a) New Definition . The following term is hereby added to Section 1.1 of the Loan Agreement in alphabetical order as follows:

Extension Fee : a fee paid by U.S. Borrower to Agent (for the Pro Rata benefit of the Lenders) equal to 0.05% of Revolver Commitments, which is fully earned, due and payable on April 1, 2019 if SMCI has failed to deliver its Fiscal Year ending June 30, 2017 audited financial statements by March 31, 2019 in compliance with Section 10.1.2(l) .
(b) Amended Definition . The following term defined in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety as set forth below:

Revolver Termination Date : if the Conversion Date occurs, the date which is five (5) years from the Conversion Date as set forth in the written notice from Agent to Borrower Agent confirming that the Conversion Date has occurred and if the Conversion Date does not occur, June 30, 2019.
(c) Amendments to Section 10.1 .

(i) Section 10.1.2(a) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:


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(a)
as soon as available, by no later than June 30, 2019 with respect to the Fiscal Year ending June 30, 2018 and in any event within 90 days after the close of each other Fiscal Year, balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and shareholders equity for such Fiscal Year, on consolidated and consolidating bases for Borrowers and Subsidiaries, which consolidated statements shall be audited and certified (without qualification) by a firm of independent certified public accountants of recognized standing selected by Borrowers and acceptable to Agent, and shall set forth in comparative form corresponding figures for the preceding Fiscal Year and other information acceptable to Agent;

(ii) The “and” at the end of Section 10.1.2(j) is hereby deleted, the “.” at the end of Section 10.1.2(k) is hereby deleted and replaced with “; and” and the following is hereby added to the Loan Agreement as a new Section 10.1.2(l):

(l) by no later than March 31, 2019 (which, so long as no other Default or Event of Default then exists, shall automatically be extended to June 30, 2019 upon payment of the Extension Fee by U.S. Borrower), its Fiscal Year ending June 30, 2017 unqualified audited financial statements;
2. Amendment Fee . U.S. Borrower shall pay to Agent (for the Pro Rata benefit of the Lenders) a fee equal to 0.10% of the Revolver Commitments, which fee shall be fully earned, due and payable upon the execution hereof by the Lenders and Agent.

3. Representations and Warranties . In order to induce Agent and each Lender to enter into this Amendment, each Borrower represents and warrants to Agent and each Lender that the following statements are true, correct and complete on and as of the date hereof:

(a) Representations and Warranties . The execution, delivery and performance of this Amendment has been duly authorized and this Amendment constitutes the legal, valid and binding obligation of each Borrower enforceable in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. Each Borrower hereby represents and warrants to Agent and each Lender as of the date hereof no Default or Event of Default shall have occurred and be continuing.

(b) Incorporation of Representations and Warranties from Loan Agreement . After giving effect to this Amendment, the representations and warranties contained in Section 9 of the Loan Agreement are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

4. Effectiveness . This Amendment (and the consents and waivers set forth herein) shall become effective, as of the date first set forth above upon receipt by the Agent of executed counterparts hereof from the Borrowers and each of the Lenders.

5. Binding Effect; Ratification


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(a) Upon the effectiveness of this Amendment and thereafter this Amendment shall be binding on the Agent, Borrowers and Lenders and their respective successors and assigns.

(b) On and after the execution and delivery hereof, this Amendment shall be a part of the Loan Agreement and each reference in the Loan Agreement to “this Loan Agreement” or “hereof”, “hereunder” or words of like import, and each reference in any other Loan Document to the Loan Agreement shall mean and be a reference to such Loan Agreement as amended hereby.

(c) Except as expressly amended hereby, the Loan Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

6. Miscellaneous .

(a) THIS AMENDMENT SHALL BE SUBJECT TO SECTIONS 14.15 AND 14.16 OF THE LOAN AGREEMENT, WHICH ARE INCORPORATED HEREIN BY REFERENCE.

(b) Borrowers agree to pay on demand all reasonable and documented out of pocket costs and expenses incurred by Agent in connection with the preparation, negotiation and execution of this Amendment and the other Loan Documents executed pursuant hereto.

(c) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment.

(d) This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

7. Release .

(a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns and other legal representatives (each Borrower and all such other persons being hereinafter referred to collectively as “ Releasors ” and individually as a “ Releasor ”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each Lender, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent and each Lender and all such other persons being hereinafter referred to collectively as “ Releasees ” and individually as a “ Releasee ”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever (individually, a “ Claim ” and collectively, “ Claims ”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Releasors may now or hereafter own, hold, have or claim to have against Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement or any of the other Loan Documents or transactions thereunder or related thereto.

(b) It is the intention of Borrowers that this Amendment and the release set forth above shall constitute a full and final accord and satisfaction of all Claims that may have or hereafter be deemed to have against Releasees as set forth herein. In furtherance of this intention, each Borrower, on behalf of

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112261769_4


itself and each other Releasor, expressly waives any statutory or common law provision that would otherwise prevent the release set forth above from extending to Claims that are not currently known or suspected to exist in any Releasor’s favor at the time of executing this Amendment and which, if known by Releasors, might have materially affected the agreement as provided for hereunder. Borrower, on behalf of itself and each other Releasor, acknowledges that it is familiar with Section 1542 of California Civil Code:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
(c) Each Borrower, on behalf of itself and each other Releasor, waives and releases any rights or benefits that it may have under Section 1542 to the full extent that it may lawfully waive such rights and benefits, and each Borrower, on behalf of itself and each other Releasor, acknowledges that it understands the significance and consequences of the waiver of the provisions of Section 1542 and that it has been advised by its attorney as to the significance and consequences of this waiver.

(d) Each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(e) Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.


[Signature Page Follows]
 

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

BORROWER :

SUPER MICRO COMPUTER, INC. ,
a Delaware corporation


By: /s/ KEVIN BAUER             
Name: Kevin Bauer
Title: CFO


FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
(SMCI)
SIGNATURE PAGE






AGENT AND LENDERS :

BANK OF AMERICA, N.A. ,
as Agent and Lender


By: /s/ CARLOS GIL                 
Name: Carlos Gil
Title: Senior Vice President

    

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
(SMCI)
SIGNATURE PAGE



ING CAPITAL LLC ,
as Lender


By: /s/ JEAN GRASSO                     
Name: Jean Grasso                
Title: Managing Director


By: /s/ JEFFREY CHU                     
Name: Jeffrey Chu                
Title: Vice President                 


FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
(SMCI)
SIGNATURE PAGE




EAST WEST BANK,
as Lender


By: /s/ NIMA RASSOULI             
Name: Nima Rassouli                
Title: Vice President                


FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
(SMCI)
SIGNATURE PAGE





MB FINANCIAL BANK, N.A.,
as Lender


By: /s/ BRIAN ROMAN                 
Name: Brian Roman                
Title: Vice President                     


FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
(SMCI)
SIGNATURE PAGE






CTBC BANK CORP. (USA) ,
as Lender

By: /s/ MINGDAO LI                     
Name: Mingdao Li                
Title: SVP & Regional Head         


FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
(SMCI)
SIGNATURE PAGE


Exhibit 14.1

COMPANYLOGO.JPG

CODE OF BUSINESS CONDUCT AND ETHICS

I. POLICY STATEMENT

In accordance with the requirements of the Securities and Exchange Commission (the “ SEC ”) and of the rules of the exchange upon which the common stock of Super Micro Computer, Inc. (the “ Company ”) is listed, the Board of Directors (the “ Board ”) of the company has adopted this code of conduct (the “ Code ”) for all of its directors, officers and employees. The Code is designed to encourage as reasonably necessary:

•
Honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent conflicts of interest;

•
Full, fair, accurate, timely and understandable disclosures;

•
Compliance with applicable governmental laws, rules and regulations;

•
Prompt internal reporting of any violations of law or the Code;

•
Accountability for adherence to the Code, including fair process by which to determine violations;

•
Consistent enforcement of the Code, including clear and objective standards for compliance; and

•
Protection for persons reporting any such questionable behavior.

Managers set an example for other employees and are often responsible for directing the actions of others. Every manager and supervisor is expected to take necessary actions to ensure compliance with the Code, to provide guidance and assist employees in resolving questions concerning the Code and to permit employees to express any concerns regarding compliance with the Code. No one has the authority to order another employee to act in a manner that is contrary to the Code.

II. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The Company is obligated to comply with all applicable laws and regulations in all countries in which it operates.

The Company is committed to full compliance with the laws and regulations of the cities, states and countries in which it operates. You must comply with all applicable laws, rules and regulations in performing your duties for the Company. Numerous federal, state and local laws and regulations define and establish obligations with which the Company, its employees and agents must comply. Under certain circumstances, local country law may establish requirements that differ from this Code. You are expected to comply with all local country laws in conducting the Company’s business. If you violate these laws or regulations in performing your duties for the Company, you not only risk individual indictment, prosecution and penalties, and civil actions and penalties, you also subject the Company to the same risks and penalties. If you violate these laws in performing your duties for the Company, you may be subject to immediate disciplinary action, including possible termination of your employment or affiliation with the Company.


Exhibit 14.1

The Chief Executive Officer (“ CEO ”), Chief Financial Officer (“ CFO ”), Chief Compliance Officer (“ Compliance Officer ”), General Counsel and Controller (or persons performing similar functions) of the Company are also required to promote compliance by all employees with the Code and to abide by Company standards, policies and procedures.

An explanation of certain of the key laws, rules, regulations, standards, policies and procedures with which you should be familiar can be found on the Company’s intranet. As explained below, you should always consult your manager, the CFO, or the Compliance Officer, with any questions about the legality or appropriateness of your or your colleagues’ conduct.

III. FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE

All disclosure in reports and documents that the Company files with, or submits to, the SEC, and in other public communications made by the Company must be full, fair, accurate, timely and understandable. You must take all steps available to assist the Company in these responsibilities consistent with your role within the Company. To ensure that the Company meets this standard, you (to the extent you are involved in the Company’s disclosure process) are required to maintain familiarity with the disclosure requirements, processes and procedures applicable to the Company commensurate with your duties. In particular, you are required to provide prompt and accurate answers to all inquiries made to you in connection with the Company’s preparation of its public reports and disclosure. You are prohibited from knowingly misrepresenting, omitting or causing others to misrepresent or omit, material facts about the Company to others, including the Company’s independent auditors, governmental regulators and self-regulatory organizations.

The Company’s CEO and CFO are responsible for designing, establishing, maintaining, reviewing and evaluating on a quarterly basis the effectiveness of the Company’s disclosure controls and procedures (as such term is defined by applicable SEC rules). The Company’s CEO, CFO, Controller, General Counsel and such other Company officers designated from time to time by the Audit Committee of the Board of Directors shall be deemed the “Senior Officers” of the Company. Senior Officers shall take all steps necessary or advisable to ensure that all disclosure in reports and documents filed with or submitted to the SEC, and all disclosure in other public communications made by the Company is full, fair, accurate, timely and understandable.

IV. INSIDER TRADING

You should never trade securities on the basis of confidential information acquired through your employment or fiduciary relationship with the Company.

You are prohibited under both federal law and Company policy from purchasing or selling Company stock, directly or indirectly, on the basis of material non-public information concerning the Company. Any person possessing material non-public information about the Company must not engage in transactions involving Company securities until this information has been released to the public. Generally, material information is that which would be expected to affect the investment decisions of a reasonable investor or the market price of the stock. You must also refrain from trading in the stock of other publicly held companies, such as existing or potential customers or suppliers, on the basis of material confidential information obtained in the course of your employment or service as a director. It is also illegal to recommend a stock to (i.e., “tip”) someone else, including family members, on the basis of such information or to otherwise disclose non-public financial information for personal financial benefit or to “tip” others who might make an investment decision based on this information. If you have a question concerning appropriateness or legality of a particular securities transaction, consult with the Compliance Officer. Officers, directors and certain other employees of the Company are subject to additional responsibilities under the Company’s insider trading compliance policy.




Exhibit 14.1

V. CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITIES

You must avoid any situation in which your personal, family or financial interests conflict or even appear to conflict with the Company’s interests. A conflict of interest occurs when your private interests interfere, or appear to interfere, with the interests of the Company as a whole. You owe a duty to the Company not to compromise the Company’s legitimate interests and to advance such interests when the opportunity to do so arises in the course of your employment.

You shall perform your duties to the Company in an honest and ethical manner. You shall handle all actual or apparent conflicts of interest between your personal and professional relationships in an ethical manner.

You may not engage in activities that compete with the Company or compromise its interests. You should not take for your own benefit opportunities discovered in the course of employment that you have reason to know would benefit the Company. The following are examples of actual or potential conflicts:

•
you, or any of your immediate family members¹, receive improper personal benefits as a result of your position in the Company;

•
you use Company’s property, information or positions for your personal benefit;

•
you engage in activities that interfere with your loyalty to the Company or your ability to perform Company duties or responsibilities effectively;

•
you work simultaneously (whether as an employee or a consultant) for a competitor, customer or supplier, or compete with the Company for business opportunities;

•
you take personally for yourself an opportunity that is discovered through the use of Company property, information or positions; or

•
you accept compensation, in any form, for services performed for the Company from any source other than the Company.

Neither you, nor your immediate family members, are permitted to solicit or accept valuable gifts, payments, special favors or other consideration from customers, suppliers or competitors. Any gifts may be accepted only on behalf of the Company with the approval of your manager and the Compliance Officer. Gifts may be given only in compliance with the Foreign Corrupt Practices Act and comparable laws of other applicable jurisdictions.

Conflicts are not always clear-cut. If you become aware of a conflict described above or any other conflict, potential conflict, or have a question as to a potential conflict, you should consult with your manager or the Compliance Officer and/or follow the procedures described in Section IX of the Code. If you become involved in a situation that gives rise to an actual conflict, you must inform your supervisor or the Compliance Officer of the conflict.

VI. CONFIDENTIALITY

All confidential information concerning the Company obtained by you is the property of the Company and must be protected.

Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. You must maintain the confidentiality of such information entrusted to you by the Company, its customers and its suppliers, except when disclosure is authorized by the Company or required by law.



––––––––––––––––––––––––––––––––
¹ For purpose of this Code, “immediate family members” means any child, stepchild, parent, stepparent, spouse, sibling, mother-, father-, sister-, brother-, son- or daughter-in-law of, and any person (other than a tenant or employee) sharing a household with you.


Exhibit 14.1

Examples of confidential information include, but are not limited to: the Company’s trade secrets; business trends and projections; information about financial performance; new product or marketing plans; research and development ideas or information; manufacturing processes; information about potential acquisitions, divestitures and investments; stock splits, public or private securities offerings or changes in dividend policies or amounts; information about potential litigation; significant personnel changes; and existing or potential major contracts, orders, suppliers, customers of finance sources or the loss thereof.

Your obligation with respect to confidential information extends beyond the workplace. In that respect, it applies to communications with your family members and continues to apply even after your employment or director relationship with the Company terminates.

VII. FAIR DEALING

Our goal is to conduct our business with integrity.

You should deal honestly with the Company’s customers, suppliers, competitors and employees. Under federal and state laws, the Company is prohibited from engaging in unfair methods of competition, and unfair or deceptive acts and practices. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing.

VIII. PROTECTION AND PROPER USE OF COMPANY ASSETS

You should endeavor to protect the Company’s assets and ensure their proper use.

Company assets, both tangible and intangible, are to be used only for legitimate business purposes of the Company and only by authorized employees or consultants. Intangible assets include intellectual property such as trade secrets, patents, trademarks and copyrights, business, marketing and service plans, engineering and manufacturing ideas, designs, databases, Company records, salary information, and any unpublished financial data and reports. Unauthorized alteration, destruction, use, disclosure or distribution of Company assets violates Company policy and this Code. Theft or waste of, or carelessness in using, these assets have a direct adverse impact on the Company’s operations and profitability and will not be tolerated.

The Company provides computers, voice mail, electronic mail (e-mail), and Internet access to certain employees for the purpose of achieving the Company’s business objectives. As a result, the Company has the right to access, reprint, publish, or retain any information created, sent or contained in any of the Company’s computers or e-mail systems of any Company machine. You may not use e-mail, the Internet or voice mail for any illegal purpose or in any manner that is contrary to the Company’s policies or the standards embodied in this Code.

You should not make copies of, or resell or transfer copyrighted publications, including software, manuals, articles, books, and databases being used in the Company, that were created by another entity and licensed to the Company, unless you are authorized to do so under the applicable license agreement. In no event should you load or use, on any Company computer, any software, third party content or database without receiving the prior written permission of the Information Systems Department to do so. You must refrain from transferring any data or information to any Company computer other than for Company use. You may use a handheld computing device or mobile phone in connection with your work for the Company, but must not use such device or phone to access, load or transfer content, software or data in violation of any applicable law or regulation or without the permission of the owner of such content, software or data. If you should have any question as to what is permitted in this regard, please consult with the Company’s Information Systems Director.





Exhibit 14.1

IX. REPORTING VIOLATIONS OF COMPANY POLICIES AND RECEIPT OF COMPLIANTS REGARDING FINANCIAL REPORTING OF ACCOUNTING ISSUES

You should report any violation or suspected violation of the Code to the appropriate Company personnel or via the Company’s anonymous and confidential reporting procedures described below.

The Company’s efforts to ensure observance of, and adherence to, the goals and policies outlined in the Code mandate that you promptly bring to the attention of the Compliance Officer, any material transaction, relationship, act, failure to act, occurrence or practice that you believe, in good faith, is inconsistent with, in violation of, or reasonably could be expected to give rise to a violation of, the Code. You should also report any suspected violations of the Company’s financial reporting obligations or any complaints or concerns about questionable accounting or auditing practices in accordance with the procedures set forth below.

Here are some approaches to handling your reporting obligations:

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In the event you believe a violation of the Code, or a violation of applicable laws and/or governmental regulations has occurred or you have observed or become aware of conduct which appears to be contrary to the Code, immediately report the situation to your supervisor or the Compliance Officer. Supervisors or managers who receive any report of a suspected violation must report the matter to the Compliance Officer.

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If you wish to report any such matters anonymously or confidentially, then you must do so in one of the following ways:

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Mail a description of the suspected violation or other complaint or concern to:

Audit Committee Chair
980 Rock Ave.
San Jose, CA 95131

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Via internet through our third party service provider (Ethicspoint) at www.supermicrowb.ethicspoint.com/ (Company Employees) or www.supermicro.ethicspoint.com/ (Non-Employees).

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Via telephone hotline at the following toll free number: 1-844-439-4681 (United States). Those parties located in other countries may locate hotline numbers for their countries through the Ethicspoint website listed above. Depending on the country, English, Spanish, Dutch, Cantonese and Mandarin-speaking operators are available to assist.

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Internal investigation . When an alleged violation of the Code, applicable laws and/or governmental regulations is reported, the Company will investigate and determine, or designate appropriate persons to investigate and determine, the legitimacy of the reports. Any suspected violation should be immediately reported to the Compliance Officer; however, to the extent that the suspected violation involves the Compliance Officer, such suspected violation should be immediately reported to the Chair of the Audit Committee. The Compliance Officer or the Chair of the Audit Committee, as applicable, shall assess the situation and determine the appropriate course of action.

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No fear of retaliation . The Company will not retaliate or permit any person to retaliate against you for reporting alleged violations while acting in good faith. If any person were to retaliate they may be subject to civil, criminal and administrative penalties, as well as disciplinary action, up to and including termination of employment.

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Disciplinary Actions . If a violation has been reported to the Audit Committee or another committee of the Board, that committee shall be responsible for determining appropriate disciplinary action. If a violation has been reported to the Compliance Officer, the Compliance Officer after

Exhibit 14.1

consultation with the Legal Department, shall be responsible for implementing the appropriate disciplinary action in accordance with the Company’s policies and procedures for any employee who is found to have violated the Code. Any violation of applicable law or any deviation from the standards embodied in the Code will result in disciplinary action, up to and including termination of employment.

X. DISCRIMINATION AND HARASSMENT; HEALTH AND SAFETY

The Company provides equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind.
The Company provides a clean, safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace by following safety and health rules and practices and reporting accidents, injuries and unsafe conditions, procedures, or behaviors.
Violence and threatening behavior are not permitted. Employees must report to work in a condition to perform their duties, free from the influence of illegal drugs or alcohol.
XI. PUBLICATION OF THE CODE OF BUSINESS CONDUCT AND ETHICS; AMENDMENTS AND WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

The most current version of the Code will be posted and maintained on the Company’s website and filed as an exhibit to the Company’s Annual Report on Form 10-K. The Company’s Annual Report on Form 10-K shall disclose that the Code is maintained on the Company’s website and shall disclose that substantive amendments and waivers will also be posted on the website.

Any substantive amendment or waiver of the Code (i.e., a material departure from the requirements of any provision), particularly those applicable to or directed at executive officers or directors, may be made only after approval by the Board and will be disclosed within four (4) business days of such action (a) on the Company’s website for a period of not less than twelve (12) months and (b) in a Form 8-K filed with the SEC. Such disclosure shall include the reasons for any waiver. The Company shall retain the disclosure relating to any such amendment or waiver for at least five (5) years.

XII. NO RIGHTS CREATED

The Code is a statement of certain fundamental principles, policies and procedures that govern the Company’s directors, officers and employees in the conduct of the Company’s business. It is not intended to and does not create any rights in any employee, customer, client, visitor, supplier, competitor, stockholder or any other person or entity.