Super Micro Computer, Inc 8-K, filed Feb 12, 2021
Super Micro Computer, Inc. (SMCI)
8-K
2021-02-12
For: 2021-02-12
View Original
Added on
April 10, 2026
About this 8-K
Super Micro Computer, Inc filed this 8-K on February 12, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
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): February 12, 2021
(Exact name of registrant specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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)) | |||||
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| 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 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure. | ||||
On February 12, 2021, Super Micro Computer, Inc., a Delaware corporation (the “Company”), began sending letters to its customers, substantially in the form attached hereto as Exhibit 99.1 and incorporated herein by reference, refuting allegations in a recent article relating to the Company’s products.
| Item 8.01 | Other Events. | ||||
As previously announced, on January 29, 2021, a duly authorized subcommittee of the Company's Board approved a share repurchase program to repurchase shares of common stock for up to $200 million at prevailing prices in the open market. The share repurchase program is effective until July 31, 2022 or until the maximum amount of common stock is repurchased, whichever occurs first.
The Company is proceeding with its share repurchase program.
* * * *
None of the information furnished in Item 7.01, Item 8.01 or Exhibit 99.1 hereto shall be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Unless expressly set forth by specific reference in such filings, none of the information furnished in this report shall be incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings.
| Item 9.01 | Financial Statements and Exhibits | ||||
| (d) Exhibits | ||||||||
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
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.
SUPER MICRO COMPUTER, INC. | ||||||||||||||||||||||||||
Date: February 12, 2021 | By: | /s/ Charles Liang | ||||||||||||||||||||||||
| President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | ||||||||||||||||||||||||||
Exhibit 99.1
Super Micro Computer, Inc.
980 Rock Avenue
San Jose, California 95131
February 12, 2021
Dear Valued Customer,
As you may have seen, Bloomberg Businessweek, in an attempt to revive the false and widely discredited claims they made about our products in 2018, has published a story on February 12th. It is a mishmash of disparate and inaccurate allegations that date back many years. It draws farfetched conclusions that once again don’t withstand scrutiny. In fact, the NSA told Bloomberg again last month that it stands by its 2018 comments and the agency said of Bloomberg’s new claims that it “cannot confirm that this incident—or the subsequent response actions described—ever occurred.”
Despite Bloomberg’s allegations about supposed cyber or national security investigations that date back more than 10 years, Supermicro has never been contacted by the U.S. government, or by any of our partners or customers, about these alleged investigations. Bloomberg has produced no conclusions from these alleged investigations. Nor could Bloomberg confirm to us if any alleged investigation was even ongoing. To the contrary, several of the U.S. government agencies Bloomberg claims had initiated investigations continue to use our products and have done so for years. Neither Bloomberg nor anyone else has ever presented a board that includes the supposed spy chip.
As you will recall, in response to their false and widely discredited 2018 story, several public and private sector officials rebutted the story on the record. Then-Secretary of the Department of Homeland Security Kirstjen Nielsen said we “do not have any evidence that supports the article,” then-Director of National Intelligence Dan Coats stated “we’ve seen no evidence” of manipulation of Supermicro products, Federal Bureau of Investigation Director Christopher Wray warned officials to “be careful what you read” about the 2018 Bloomberg claims, and Apple CEO Tim Cook said “it is 100 percent a lie, there is no truth to it” and urged Bloomberg to “do the right thing” and "retract their story.” The National Security Agency said at the time it was “befuddled” by Bloomberg’s report and was unable to corroborate it.
Because we recognize that security threats are constantly evolving, we are vigilant and address issues as soon as we become aware of them. For example, many years ago, an Intel employee raised a question that we were not able to verify, but out of an abundance of caution, we promptly took steps to address. We have always valued our close partnership with Intel, which has always been strong. Consistent with industry best practice, the update site referenced in the Bloomberg article has been long retired in favor of newer, secure protocol (HTTPS) technology. Further, the cyber incidents we disclosed in 2019 were investigated, remediated, and determined not to affect our business, our products, or our operations.
In response to the Bloomberg allegations, we have never found any malicious chips, even after engaging a third-party security firm to conduct an independent investigation into our products.
The scattered allegations from Bloomberg simply do not add up.
Supermicro is an American success story, founded and headquartered in San Jose, Calif., since 1993. The quality, security, and integrity of our products is our top priority, and we constantly implement new and improved security features and processes in our business, we investigate security issues that are brought to our attention and we work to remediate any issues.
Please feel free to reach out to your Supermicro representative if you have any questions.
Sincerely,
Charles Liang, CEO