Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equi ty Securities and Use of Proceeds
Amended Credit Agreement
We are subject to certain restrictions with respect to the use of our working capital and our ability to pay dividends under our Amended Credit Agreement, as described in Note 7, Long-Term Debt — Amended Credit Agreement, in our Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
67
Item 6. E xhibits
Exhibit No.
Exhibit Title
Form
File No
Exhibit No.
Filing Date
2.1
Amendment to Asset Purchase Agreement dated March 1, 2021, between Cree, Inc., SMART Global Holdings, Inc. and CreeLED, Inc.
8-K
001-38102
2.2
03/02/21
10.1✝
Offer Letter by and between SMART Global Holdings, Inc. and Ken Rizvi, dated January 31, 2021.
8-K
001-38102
10.1
02/02/21
10.2✝
Amendment to the SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan.
DEF 14A
001-38102
Appendix A
12/21/20
10.3
Promissory Note, dated March 1, 2021, made by SMART Global Holdings, Inc. in favor of CreeLED, Inc.
8-K
001-38102
10.1
03/02/21
10.4
Form of Earnout Note.
8-K
001-38102
10.2
03/03/21
31.1*
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Principal Executive Officer pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Principal Financial Officer pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
*
Filed herewith.
**
Furnished herewith.
✝ Constitutes a management contract or compensatory plan or arrangement.
68
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.
Date: July 6, 2021
By:
/s/ MARK ADAMS
Name:
Mark Adams
Title:
President and Chief Executive Officer
(Principal Executive Officer and Director)
Date: July 6, 2021
By:
/s/ KEN RIZVI
Name:
Ken Rizvi
Title:
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
69
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.