As filed with the Securities and Exchange Commission on March 5, 2024
Registration No. 333-
______________________________________________________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SUPER MICRO COMPUTER, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | | 77-0353939 |
| (State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification No.) |
980 Rock Avenue
San Jose, California 95131
(408) 503-8000
(Address of Principal Executive Offices)
SUPER MICRO COMPUTER, INC. 2020 EQUITY AND INCENTIVE COMPENSATION PLAN
(Full title of the plan)
| | |
| Charles Liang |
| President, Chief Executive Officer and Chairman of the Board |
980 Rock Avenue
|
San Jose, California 95131
|
| (408) 503-8000 |
(Name, address and telephone number, including area code, of agent for service)
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| | | | | | | | |
| Large accelerated filer ý | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company ¨ |
| Emerging growth company ¨ | |
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 7(a)(2)(B) of the Securities Act. □
EXPLANATORY NOTE
Super Micro Computer, Inc. (the “Registrant”) hereby files this Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 1,500,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”), under the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan (the “Plan”). The Plan is an amendment and restatement, effective January 22, 2024, of the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan, for previously filed registration statements on Form S-8 are effective. Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8 (Registration No. 333-265414) filed by the Registrant on June 3, 2022 and Registration Statement on Form S-8 (Registration No. 333-239218) filed by the Registrant on June 16, 2020, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents have been filed by the Registrant with the Commission and are incorporated herein by reference:
(b)The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2023 and December 31, 2023 (Commission File No. 001-33383), filed November 3, 2023 and February 2, 2024, respectively;
(c)The Registrant’s Current Reports on Form 8-K (Commission File No. 001-33383) filed October 2, 2023, October 27, 2023, November 20, 2023, December 5, 2023, December 8, 2023 (excluding Item 7.01), December 11, 2023, January 25, 2024, February 1, 2024, February 20, 2024, February 22, 2024, February 23, 2024, and February 28, 2024; and
(d)The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A, filed March 27, 2007 (Commission File No. 001-33383), as updated by the description of the Class A Common contained in Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2019 (Commission File No. 001-33383), and as amended by any subsequently filed amendments and reports updating such description.
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.
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Exhibit Number | | Description |
| 4.1 | | |
| | |
| 4.2 | | |
| | |
| 4.3 | | |
| | |
| 5.1 | | |
| | |
| 23.1 | | |
| | |
| 23.2 | | |
| | |
| 24.1 | | Power of Attorney (included on the signature page of this Registration Statement) |
| | |
| 99.1 | | |
| | |
| 107 | | |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 5th day of March, 2024.
| | | | | | | | |
SUPER MICRO COMPUTER, INC. |
| |
| By: | | /s/ Charles Liang |
| | Name: Charles Liang
Title: President, Chief Executive Officer and Chairman of the Board |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Charles Liang and David Weigand, and each of them, as their true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement and the Power of Attorney has been signed by the following persons in the capacities and on the date indicated.
| | | | | | | | |
| Date: March 5, 2024 | | /s/ Charles Liang |
| | Charles Liang |
| | President and Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |
| | |
| Date: March 5, 2024 | | /s/ David Weigand |
| | David Weigand |
| | Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) |
| | |
| Date: March 5, 2024 | | /s/ Sara Liu |
| | Sara Liu |
| | Director |
| | |
| Date: March 5, 2024 | | /s/ Daniel W. Fairfax |
| | Daniel W. Fairfax |
| | Director |
| | |
| Date: March 5, 2024 | | /s/ Sherman Tuan |
| | Sherman Tuan |
| | Director |
| | |
| Date: March 5, 2024 | | /s/ Shiu Leung (Fred) Chan |
| | Shiu Leung (Fred) Chan |
| | Director |
| | |
| Date: March 5, 2024 | | /s/ Tally Liu |
| | Tally Liu |
| | Director |
| | |
| Date: March 5, 2024 | | /s/ Judy Lin |
| | Judy Lin |
| | Director |
| | |
| Date: March 5, 2024 | | /s/ Robert Blair |
| | Robert Blair |
| | Director |
| | |
| Date: March 5, 2024 | | /s/ Yih-Shyan (Wally) Liaw |
| | Yih-Shyan (Wally) Liaw |
| | Director |
EXHIBIT 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Super Micro Computer, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, par value $0.001 per share | Other | 1,500,000 | $829.25 | $1,243,875,000 | $147.60 per $1 million | $183,596 |
| Total Offering Amounts | | $1,243,875,000 | | $183,596 |
| Total Fee Offsets | | | | $0 |
| Net Fee Due | | | | $183,596 |
The amount registered reflected in Table 1 above represents the maximum number of shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Super Micro Computer, Inc. (the “Registrant”) issuable pursuant to the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan (the “Plan”), amended and restated effective January 22, 2024, being registered on the Registration Statement on Form S-8 (the “Registration Statement”) to which this exhibit relates. Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), the Registration Statement also covers such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan. The proposed maximum offering price per unit and the maximum aggregate offering price in Table 1 above are estimated solely for the purposes of determining the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of Common Stock on the Nasdaq Global Select Market on February 28, 2024, which is a date within five business day prior to filing.
Exhibit 5.1
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1755 EMBARCADERO ROAD • PALO ALTO, CALIFORNIA 94303 TELEPHONE: +1.650.739.3939 • JONESDAY.COM |
|
March 5, 2024
Super Micro Computer, Inc.
980 Rock Avenue
San Jose, California 95131
Re: Registration Statement on Form S-8 Filed by Super Micro Computer, Inc.
Ladies and Gentlemen:
We have acted as counsel to Super Micro Computer, Inc., a Delaware corporation (the “Company”), in connection with the registration of 1,500,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company that may be issued or delivered and sold pursuant to the amendment and restatement of the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan (the “Plan”). In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares that may be issued or delivered and sold pursuant to the Plan and the authorized award agreements thereunder (the “Award Agreements”) will be, when issued or delivered and sold in accordance with the Plan and the Award Agreements, validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value thereof.
The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the Award Agreements will be in full force and effect at all times at which the Shares are issued or delivered and sold by the Company, and that the Company will take no action inconsistent with such resolutions. In rendering the opinion above, we have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Shares under the Securities Act of 1933 (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated August 25, 2023, relating to the consolidated financial statements of Super Micro Computer, Inc. and the effectiveness of Super Micro Computer, Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Super Micro Computer, Inc. for the year ended June 30, 2023.
/s/ Deloitte & Touche LLP
San Jose, California
March 5, 2024
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