0001375365
false
0001375365
2024-09-03
2024-09-03
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):
September 3, 2024
SUPER MICRO COMPUTER, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-33383 77-0353939
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
980 Rock Avenue
,
San Jose
,
California
95131
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Name of each exchange
Symbol(s) on which registered
Common Stock, $0.001 par value SMCI The NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)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.
..
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Item 7.01 Regulation FD Disclosure
On September 3, 2024, the Company issued a letter to its Customers and
Partners. A copy of such letter is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item
7.01 (including Exhibit 99.1 hereto) is being "furnished" and shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of Section
18, nor shall it be incorporated by reference into a filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, except as shall be expressly set forth by specific reference in such
filing. The information included in this Current Report on Form 8-K under this
Item 7.01 (including Exhibit 99.1 hereto) will not be deemed an admission as
to the materiality of any information required to be disclosed solely to
satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
Number
99.1 Letter to
C
ustomer
s
and
Partner
s
dated September 3, 2024
104 Cover Page Interactive Data File
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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 hereunto duly authorized.
SUPER MICRO COMPUTER, INC.
Date: September 3, 2024 By: /s/ Charles Liang
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
Exhibit 99.1
Customer and Partner Letter
Subject: Update from Supermicro CEO Charles Liang
Super Micro Computer, Inc.
980 Rock Avenue
San Jose, CA 95131 USA
September 3, 2024
Dear Valued Customers and Partners,
You may have seen our recent announcement that Supermicro will be delayed in
filing its Annual Report for the fiscal year ended June 30, 2024, and
separately, a report published by a short seller. I wanted you to hear from me
directly about what they mean for you and our products.
Neither of these events affects our products or our ability and capacity to
deliver the innovative IT solutions that you rely on every day. Our production
capabilities are unaffected and continue operating at pace to meet customer
demand. Our world class engineering and support teams are also unaffected and
continue to build and deploy large scale AI Total Solutions. Our liquid-cooled
solutions continue to ramp. We have shipped approximately 2,000 DLC
liquid-cooled AI racks to customers, which we believe is more than 75% of the
entire DLC liquid-cooled AI server market this calendar year. Ultimately, we
remain well-positioned to deliver our broad product portfolio to you and our
thousands of other customers around the world. Our primary focus remains to
help you meet your IT challenges and execute your mission.
In terms of our Annual Report, the Audit Committee of the Board of Directors
decided to delay the filing and, as we shared publicly, has also formed a
committee to review our internal controls and other matters. The Board
committee is working diligently on this thorough review.
Importantly, however, when we announced the decision to delay our Annual
Report filing, we indicated that based on the work done so far, we don't
anticipate any material changes in our fourth quarter or fiscal year 2024
financial results. This is good news. I continue to have strong confidence in
our finance and internal teams.
PAGE 1
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Exhibit 99.1
Additionally, we remain proud of our strong financial performance driven by
our quest to serve your technology needs. We more than doubled revenues
year-over-year in fiscal year 2024, which is more than 3 times the industry
average, and we are efficiently growing our staff and investing further in
innovation to enhance our capabilities. We are becoming stronger year after
year.
Separately, you may have also heard about a recent report from a short-seller
hedge fund that contains false or inaccurate statements about our company
including misleading presentations of information that we have previously
shared publicly. We will address these statements in due course. As you may
know, short seller reports are designed to drive the stock price downwards to
serve the short seller's interests to the detriment of the company's
shareholders.
Your experience as our customer is our number one priority. That experience
will not change. We are focused on delivering on our customer commitments and
product roadmaps while continuing our robust growth and expansion to meet your
evolving needs and support your business objectives.
As we look ahead to 2025, we are closing out a historic year with winning
products, a record number of orders, a strong and growing backlog of design
wins and leading market positions across a number of areas. Your trust in
Supermicro drives that success. We are proud to be your partner and grateful
for the opportunity to continue and further grow this partnership. Please do
not hesitate to reach out to me or your relationship contact at the company
with any questions. Thank you.
Sincerely,
Charles Liang
Founder, President and CEO
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