8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of report: December 2, 2008

(Date of earliest event reported)

SILICON GRAPHICS, INC.

(Exact name of registrant as specified in charter)

Delaware	001-10441	94-2789662
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1140 East Arques Ave.

Sunnyvale, California 94085

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 524-1980

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 December 2, 2008, Silicon Graphics, Inc. (the “Company”) received a notification letter from The Nasdaq Stock Market (“Nasdaq”) affirming that the market value of the Company’s listed securities was less than $35 million over a consecutive 10-trading-day period and that the Company was therefore not in compliance with Nasdaq Marketplace Rule 4310(c)(3)(B). Furthermore, the letter indicated that at this time the Company did not meet the alternative Nasdaq requirement, pursuant to Rules 4310(c)(3)(A) or 4310(c)(3)(C), that the Company have either minimum stockholders’ equity of $2.5 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.

In accordance with Marketplace Rule 4310(c)(8)(C), the Company is provided with thirty (30) calendar days, or until January 2, 2009, to regain compliance with the minimum market value requirement. If, at any time prior to January 2, 2009, the market value of the listed securities of the Company’s common stock increases to $35 million or more for a minimum of 10 consecutive business days, the Nasdaq staff will determine if the Company complies with Rule 4310(c)(3)(B). If compliance with this rule cannot be demonstrated by January 2, 2009, then the Nasdaq staff will provide written notification to the Company that its securities will be delisted. At that time, the Company will be permitted to appeal Nasdaq’s determination to a Listings Qualifications Panel.

During the compliance period, the Company’s common stock is expected to continue to trade on The Nasdaq Stock Market.

A copy of the Company’s press release announcing the notification from Nasdaq is attached to this Current Report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following document is filed as an exhibit to this report:

99.1 Press Release dated December 8, 2008

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.

	SILICON GRAPHICS, INC.
Dated: December 8, 2008	By:	/s/ Barry J. Weinert
		Barry J. Weinert
		Vice President and General Counsel

EX-99.1

Exhibit 99.1

News Release            

FOR IMMEDIATE RELEASE

SILICON GRAPHICS, INC. RECEIVES NASDAQ DELISTING NOTIFICATION

SUNNYVALE, Calif. (December 8, 2008)—Silicon Graphics, Inc. (SGI) (Nasdaq: SGIC) announced today that it received a notification letter from The Nasdaq Stock Market on December 2, 2008, indicating that, for 10 consecutive trading days preceding the date of the letter, the market value of the SGI’s listed securities had been below the minimum $35 million requirement for continued inclusion on The Nasdaq Stock Market pursuant to Nasdaq Marketplace Rule 4310(c)(3)(B) (the “Market Value of Listed Securities Requirement”).   Furthermore, Nasdaq stated that at this time the Company does not meet the alternative NASDAQ requirement, Marketplace Rule 4310(c)(3)(A) or 4310(c)(3)(C), which requires the Company to have either minimum stockholders’ equity of $2.5 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.   In accordance with Nasdaq Marketplace Rule 4310(c)(8)(C), Silicon Graphics, Inc. has thirty calendar days, or until January 2, 2009 (the “Compliance Period”), to regain compliance with the Market Value of Listed Securities Requirement. If, at any time prior to January 2, 2009, the market value of the SGI’s listed securities reaches or exceeds the $35 million requirement for a minimum of 10 consecutive business days, Nasdaq will make a determination regarding the Company’s compliance. If compliance cannot be demonstrated by January 2, 2009, then Nasdaq will provide written notification that SGI’s securities will be delisted. At that time, SGI will be permitted to appeal Nasdaq’s determination to a Listing Qualifications Panel.   About Silicon Graphics, Inc.   Silicon Graphics, Inc. (NASDAQ: SGIC), is a leader in high-performance computing. SGI delivers a complete range of high-performance server, visualization, and storage solutions along with industry-leading professional services and support that enable its customers to overcome the challenges of complex data-intensive workflows and accelerate breakthrough discoveries, innovation and information transformation. SGI solutions help customers solve their computing challenges whether it’s enhancing the quality of life through drug research, designing and manufacturing safer and more efficient cars and airplanes, studying global climate, providing technologies for homeland security and defense, or helping enterprises manage large data. Headquartered in Sunnyvale, California, the company can be found on the Web at www.sgi.com.   Corporate Headquarters: 1140 E. Arques Ave. Sunnyvale, CA 94085 Telephone 408-524-1980 sgi.com   MEDIA CONTACT Marla Robinson marlar@sgi.com 256.773.2371   SGI PR HOTLINE 408-524- 2810

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Silicon Graphics, SGI, the SGI cube, and the SGI logo registered trademarks of SGI in the United States and/or other countries worldwide. All other trademarks mentioned herein are the property of their respective owners.