01—Abstract
Summary
Summary of the 10-K/A filed December 17, 2007. Cited figures are marked; the original filing is the authoritative source.
Super Micro Computer, Inc. filed Amendment No. 2 on Form 10-K/A on December 17, 2007, to amend its Annual Report for the fiscal year ended June 30, 2007.
The amendment adds Part III information (directors, executive officers, compensation, security ownership, related-party transactions, and accountant fees) and includes currently dated Section 302 and Section 906 certifications. It states that the disclosures are otherwise unchanged and that it does not reflect events after the original Form 10-K filed August 28, 2007. Financial statements were included in that original filing and are not refiled here.
The filing shows a founder-led board and management team. Charles Liang serves as Chairman, President and CEO, and Howard Hideshima as CFO. As of November 30, 2007, Charles Liang and Chiu-Chu (Sara) Liu Liang are each shown as beneficially owning 30.3%a of common stock, and all directors and executive officers as a group are shown as owning 41.8%, based on 31,172,605 shares outstanding.
The board has seven directors, and the board determined that Charles Liang, Chiu-Chu (Sara) Liu Liang and Yih-Shyan (Wally) Liaw are not independent. The filing also details significant related-party dealings. For fiscal 2007, the company purchased about $95,673,000b of products from Ablecom Technology Inc., a contract manufacturer whose chief executive is the brother of Charles Liang, and sold about $7,320,000 to Ablecom.
It purchased about $23,312,000c of contract manufacturing services and products from Tatung Company and sold about $5,739,000 to Tatung. Fiscal 2007 Deloitte & Touche audit-related fees were $1,313,000, against total fees of $1,757,000.
02—Key points
Key Highlights
- Amendment No. 2 on Form 10-K/A adds Part III disclosures and currently dated SOX Section 302 and 906 certifications; financial statements remain in the original Form 10-K filed August 28, 2007.
- Charles Liang (Chairman, President and CEO) and Chiu-Chu (Sara) Liu Liang are each shown as beneficially owning 30.3% of common stock, with all directors and executive officers as a group at 41.8%, based on 31,172,605 shares outstanding as of November 30, 2007.
- Fiscal 2007 total compensation was $288,984 for Charles Liang and $397,614 for CFO Howard Hideshima, per the Summary Compensation Table; no stock awards had been granted to named executive officers.
- Purchases from Ablecom Technology Inc. totaled about $95,673,000 in fiscal 2007, and sales to Ablecom were about $7,320,000; outstanding Ablecom purchase orders were $2.2 million at June 30, 2007.
- Purchases from Tatung Company totaled about $23,312,000 in fiscal 2007, and sales to Tatung were about $5,739,000.
- Total fees billed by Deloitte & Touche were $1,757,000 for fiscal 2007, up from $362,000 for fiscal 2006, including audit-related fees of $1,313,000 tied to SEC registration statements and the initial public offering.
- The board met eight times in fiscal 2007, and the board determined that Edward J. Hayes, Jr. is the audit committee financial expert.
03—Questions
Frequently Asked Questions
Why was this amendment filed?
The filing states that it was made to include information required by Part III of Form 10-K and to attach currently dated certifications required under SEC rules. The company says it did not otherwise modify or update prior disclosures.
Who controls the company and how much stock do insiders hold?
As of November 30, 2007, Charles Liang and Chiu-Chu (Sara) Liu Liang are each shown as beneficially owning 30.3% of common stock, and all directors and executive officers as a group own 41.8%. The filing says these figures include shares issuable upon option exercises within 60 days.
How significant are dealings with related parties?
The filing reports fiscal 2007 purchases of about $95,673,000 from Ablecom Technology Inc. and about $23,312,000 from Tatung Company, along with sales of about $7,320,000 to Ablecom and about $5,739,000 to Tatung. Ablecom is run by the brother of Charles Liang, and the Audit Committee is responsible for reviewing and approving related-person transactions.
How are executives compensated?
The compensation program combines base salary, quarterly cash bonuses and stock options. The filing says the company has no employment agreements with its named executive officers, no severance or change-of-control arrangements, and no defined benefit or SERP plans. The only perquisite noted is an automobile allowance for the CEO.
What did the company pay its auditor?
Deloitte & Touche billed $444,000 in audit fees, $1,313,000 in audit-related fees, and no tax or other fees, for a total of $1,757,000 in fiscal 2007. The Audit Committee pre-approved 100% of these services.
04—Continue