UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 25, 2005 RACKABLE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51333 32-0047154 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 1933 Milmont Drive Milpitas, CA 95035 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (408) 240-8300 ------------------------------ 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)) Item 2.02. Results of Operations and Financial Condition. On July 25, 2005, Rackable Systems, Inc. issued a press release announcing its second quarter of 2005 financial results. A copy of the press release is attached as Exhibit 99.1 to this current report and is incorporated herein by reference. The information in the report, including Exhibit 99.1 attached hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Rackable Systems, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing. Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 99.1 Press release, dated July 25, 2005, announcing Rackable Systems, Inc. second quarter 2005 financial results. 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, thereunto duly authorized. RACKABLE SYSTEMS, INC. Dated: July 25, 2005 By: /s/ Todd R. Ford ---------------------------------------- Todd R. Ford Executive Vice President of Operations and Chief Financial Officer INDEX TO EXHIBITS Exhibit Number Description 99.1 Press release, dated July 25, 2005, announcing Rackable Systems, Inc. second quarter 2005 financial results.