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 12, 2018
 

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 12, 2018, 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 dates by which delivery of (i) 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 to no later than March 13, 2018 (the “Extended Delivery Date”) and (ii) the Company’s Consolidated financial statements for the fiscal quarters ending September 30, 2017 and December 31, 2017 together with a Compliance Certificate (as defined in the Extension Letter) is required to no later than 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
 





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 16, 2018
 
 
 
By:
 
/s/ Charles Liang
 
 
 
 
 
 
 
 
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)





Exhibit Index
 

 
 
 
Exhibit
Number
 
Description
 
 
10.1
 
 
 




Exhibit 10.1
BOAML_LOGO.JPG

January 12, 2018


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 (“ 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.

(i) As set forth in Section 6.01(a) of the Credit Agreement and as modified pursuant to that certain extension letter dated as of October 28, 2017 between Borrowers, Administrative Agent and Lenders (“ Prior Extension Letter ”), 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 January 15, 2018 and (ii) as set forth in 6.01(b) of the Credit Agreement, Company is required to deliver its Consolidated financial statements for the fiscal quarter ending December 31, 2017 (“ Quarterly Financial ” and together with the FYE 2017 Financial Statements, the “ Outstanding Financials ”) together with a Compliance Certificate as required under Section 6.02(b) of the Credit Agreement (“ Quarterly Compliance Certificate ” and together with the FYE 2017 Compliance Certificate, the “ Outstanding Compliance Certificates ”) by no later than February 14, 2018.
Borrowers have requested that Administrative Agent and Lenders extend the date by which delivery of the Outstanding Financial Statements and Outstanding Compliance Certificates 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 Outstanding Financial Statements and Outstanding Compliance Certificates is required to March 13, 2018 (“ Extended Delivery Date ”). The extension set forth above is subject to the following conditions: (i) 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

Extension Letter


a 10Q Quarterly Report for the quarters ending September 30, 2017 and December 31, 2017, (ii) 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 its fiscal year ending June 30, 2017 internally prepared Consolidated and consolidating financial statements which were previously delivered to Administrative Agent and Lenders by Company in connection with the Prior Extension Letter (“ Internally Prepared Statements ”), and (iii) there shall be no material difference between the Internally Prepared Statements and the audited FYE 2017 Financial Statements.
Failure to deliver the Outstanding Financial Statements, Outstanding Compliance Certificate, 10K filed Annual Report for the fiscal Year ending June 30, 2017 and filed 10Q Quarterly Report for the quarters ending September 30, 2017 and December 31, 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

                    


Extension Letter


Acknowledged and agreed to
this 12 day of January, 2018:

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 (WALLY) LIAW
Name: Yih-Shyan (Wally) Liaw
Title: Solely Authorized Statutory Director
                                                        


Extension Letter