8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

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 7, 2020

 

 

SMART GLOBAL HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Cayman Islands   001-38102   98-1013909

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

c/o Maples Corporate Services Limited

P.O. Box 309

Ugland House

Grand Cayman

 

KY1-1104

Cayman Islands

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (510) 623-1231

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 (see General Instructions A.2. below):

 

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 pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Ordinary shares, $0.03 par value per share   SGH  

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company 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 8.01 Other Events.

In a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2020 (the “Original Form 8-K”), SMART Global Holdings, Inc. (the “Company”) filed a copy of a February 7, 2020 press release announcing the pricing of its 2.25% convertible senior notes due 2026 (the “Notes”). That release incorrectly stated that the maturity date of the Notes was August 15, 2026, unless earlier converted, redeemed or repurchased. The Company has issued a press release to state the correct maturity date, which is February 15, 2026. A copy of the press release is filed as Exhibit 99.1 to this Current Report.

This Current Report on Form 8-K/A is being filed solely to amend the Original Form 8-K to reflect the correct maturity date. Except as set forth herein, the information set forth in the Original Form 8-K remains unchanged.

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
Number
   Description of Exhibit
99.1    Press release issued on February 7, 2020

 

1


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

SMART GLOBAL HOLDINGS, INC.
By:  

/s/ Jack Pacheco

  Name:   Jack Pacheco
  Title:   Executive Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)
Date: February 7, 2020
EX-99.1

Exhibit 99.1

Correction to Press Release Announcing the Pricing of

SMART Global Holdings, Inc.’s 2.25% Convertible Senior Notes due 2026

NEWARK, Calif., Feb. 07, 2020 (GLOBE NEWSWIRE) — SMART Global Holdings, Inc. (“SMART” or the “Company”) (Nasdaq: SGH), parent company of SMART Modular Technologies, Inc., today announced that there was a scrivener’s error in the Company’s previously issued press release announcing the pricing of its 2.25% convertible senior notes due 2026 (the “Notes”). That release incorrectly stated that the maturity date of the Notes was August 15, 2026, unless earlier converted, redeemed or repurchased. The correct maturity date of the Notes is February 15, 2026.

About SMART Global Holdings

The SMART lines of business are leading designers and manufacturers of electronic products focused on memory and computing technology areas. The Company specializes in application specific product development and support for customers in enterprise, government and OEM sales channels. Customers rely on SMART as a strategic supplier with top tier customer service, product quality, and technical support with engineering, sales, manufacturing, supply chain and logistics capabilities worldwide. The Company targets customers in markets such as communications, storage, networking, mobile, industrial automation, industrial internet of things, government, military, edge computing and high performance computing. SMART operates in three primary product areas: specialty memory products, Brazil products and specialty compute and storage solutions.

For further information, please contact:

Suzanne Schmidt

Investor Relations for SMART Global Holdings, Inc.

(510) 360-8596

ir@smartm.com