8-K

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): April 16, 2008

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))

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 16, 2008, Super Micro Computer, Inc. received a notice from NASDAQ that, the Company no longer fully complies with NASDAQ’s independent director and audit committee requirements as set forth in Marketplace Rule 4350. The Company intends to regain compliance by adding a new independent director within the time required by NASDAQ rules. A copy of the press release related to this matter is attached as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description
99.1	Press Release dated April 21, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUPER MICRO COMPUTER, INC.
Date: April 21, 2008	By:	/s/ Charles Liang
		President and Chief Executive Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release dated April 21, 2008.

EX-99.1

Exhibit 99.1

Supermicro Computer

Receives NASDAQ Letter

Following Death of Board Member

SAN JOSE, Calif., April 21, 2008 – Super Micro Computer, Inc. (NASDAQ:SMCI), a leader in application optimized, high performance server solutions, said today that, as the result of the March 25^th unexpected death of independent director Bruce Alexander, it has received a notice from NASDAQ that, the Company no longer fully complies with NASDAQ’s independent director and audit committee requirements as set forth in Marketplace Rule 4350.

With the death of Mr. Alexander, Supermicro’s Board of Directors currently consists of six members, three of which are independent under NASDAQ rules and the Board’s audit committee consists of two independent directors. NASDAQ rules require that the Board be composed of at least a majority of independent directors and that the audit committee be composed of at least three independent directors. On April 7, 2008, Supermicro filed a Current Report on Form 8-K with respect to this matter and on April 16, 2008, NASDAQ sent Supermicro a letter confirming that Supermicro was not in compliance with the independent director requirements and specifying the period within which Supermicro must regain compliance.

Supermicro will regain full compliance by adding a new outside director before the earlier of the Company’s next annual stockholders’ meeting or March 25, 2009 or, if the next annual stockholders’ meeting is held before September 22, 2008, no later than September 22, 2008.

The Company’s board is engaged in a search to identify a successor and is confident the NASDAQ deadline for compliance will be satisfied.

“The Company is saddened by the loss of Bruce. He provided the Company and me great support and guidance, “ said Charles Liang, president and CEO of Supermicro. “ I will truly miss his friendship.”

About Super Micro Computer, Inc.

Supermicro emphasizes superior product design and uncompromising quality control to produce industry-leading serverboards, chassis and server systems. These Server Building Block Solutions provide benefits across many environments, including data center deployment, high-performance computing, high-end workstations, storage networks and standalone server installations. For more information on Supermicro’s complete line of advanced motherboards, SuperServers, and optimized chassis, visit www.Supermicro.com, email Marketing@Supermicro.com, or call the San Jose, CA headquarters at +1 408-503-8000.