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): March 3, 2022
SUPER MICRO COMPUTER, INC.
(Exact name of registrant specified in its charter)
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| 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)
(408) 503-8000
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading
Symbol(s) | | Name of each exchange
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01 | Entry into a Material Definitive Agreement |
On March 3, 2022, Super Micro Computer, Inc., a Delaware corporation (the “Company”), entered into the Fifth Amendment to Loan and Security Agreement (the “Fifth Amendment”), which further amends the Loan and Security Agreement dated as of April 19, 2018 (as amended, restated, amended or restated, extended, supplemented, or otherwise modified from time to time, the “Loan Agreement”), among the Company, Super Micro Computer B.V., a private limited liability company formed under the laws of the Netherlands (together with the Company, individually, a “Borrower” and collectively, the “Borrowers”), the financial institutions party to the Loan Agreement from time to time as Lenders, and Bank of America, N.A., as administrative agent for the Lenders. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Loan Agreement.
The Fifth Amendment amends the Loan Agreement to, among other things:
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| a. | increase the size of the facility from $200 million to $350 million; |
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| b. | increase allowable advance rates on accounts receivable to investment grade customers; |
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| c. | increase various minimum floor conditions related to the springing fixed charge coverage ratio financial covenant and cash dominion provision;
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| d. | modify certain conditions pursuant to which the Company is permitted to make certain restricted payments in excess of the permissible basket;
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| e. | modify certain reporting provisions relating to borrowing base, field exams and appraisals; and |
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| f. | add and update provisions relating to LIBOR replacement mechanics. |
The foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Fifth Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits |
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| (d) Exhibits | |
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Exhibit
Number | | Description |
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| 10.1 | |
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| 104 | | |
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.
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| | | | SUPER MICRO COMPUTER, INC. |
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| Date: March 4, 2022 | | | | By: | | /s/ Charles Liang |
| | | | | | | | President, Chief Executive Officer and Chairman of the Board |
