UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On November 30, 2023, Super Micro Computer, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC, acting as representatives of the several underwriters named therein (collectively, the “Underwriters”) and certain selling stockholders (the “Selling Stockholders”), relating to an underwritten public offering (the “Offering”) of 2,100,700 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), including 2,000,000 shares offered by the Company, and 100,700 shares offered by the Selling Stockholders, at a public offering price of $262.00 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters the right to purchase from the Company up to an additional 315,105 shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”), exercisable within a 30-day period at the public offering price less underwriting discounts and commissions. On December 1, 2023, the Underwriters exercised their option to purchase the Option Shares in full.
The Offering was made pursuant to an automatically effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on November 30, 2023 (File No. 333-275819) and a final prospectus relating to the Offering, filed with the SEC on December 4, 2023.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary conditions to closing, indemnification obligations of the Company, the Selling Stockholders and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and is incorporated by reference herein.
A copy of the legal opinion, including the related consent, of DLA Piper LLP (US) relating to the legality of the issuance and sale of the Shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 8.01. Other Events.
On December 5, 2023, the Offering closed and the Company completed the sale and issuance of 2,315,105 shares of Common Stock and the Selling Stockholders sold an additional 100,700 shares of the Common Stock. The Company received net proceeds of approximately $582.9 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. The Company did not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholders.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated November 30, 2023, by and among Super Micro Computer, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the underwriters named therein | |
| 5.1 | Opinion of DLA Piper LLP (US) | |
| 23.1 | Consent of DLA Piper LLP (US) (included as Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: December 5, 2023 | By: | /s/ Charles Liang | ||||
| President, Chief Executive Officer and Chairman of the Board | ||||||