Legal Proceedings
−Removed: From time to time, we have been involved in various legal proceedings arising from the course of business activities.
−Removed: In management’s opinion, the resolution of any matters will not have a material adverse effect on our consolidated financial condition, results of operations or liquidity.
−Removed: On February 8, 2018, two putative class action complaints were filed against us, our CEO, and our former CFO in the U.S.
−Removed: District Court for the Northern District of California (Hessefort v.
−Removed: Super Micro Computer, Inc., et al., No.
−Removed: 18-cv-00838 and United Union of Roofers v.
−Removed: Super Micro Computer, Inc., et al., No.
−Removed: 18-cv-00850).
−Removed: The complaints contain similar allegations, claiming that the defendants violated Section 10(b) of the Securities Exchange Act due to alleged misrepresentations and/or omissions in public statements regarding recognition of revenue.
−Removed: The court subsequently appointed New York Hotel Trades Council & Hotel Association of New York City, Inc.
−Removed: Pension Fund as lead plaintiff.
−Removed: The lead plaintiff then filed an amended complaint naming our Senior Vice President of Investor Relations as an additional defendant.
−Removed: On June 21, 2019, the lead plaintiff filed a further amended complaint naming our former Senior Vice President of International Sales, Corporate Secretary, and Director as an additional defendant.
−Removed: On July 26, 2019, we filed a motion to dismiss the complaint.
−Removed: On March 23, 2020, the Court granted our motion to dismiss the complaint, with leave for lead plaintiff to file an amended complaint within 30 days.
−Removed: On April 22, 2020, lead plaintiff filed a further amended complaint.
−Removed: On June 15, 2020, we filed a motion to dismiss the further amended complaint, the hearing for which is calendared for September 23, 2020.
−Removed: We believe the claims are without merit and intend to vigorously defend against the lawsuit.
−Removed: As previously disclosed, we cooperated with the SEC in its investigation of marketing expenses that contained certain irregularities discovered by our management, which irregularities were disclosed on August 31, 2015, and we cooperated with the SEC in its further investigation of the matters underlying our inability to timely file our Form 10-K for the fiscal year ended June 30, 2017 and concerning the publication of a false and widely discredited news article in October 2018 concerning our products.
−Removed: On August 25, 2020, to fully resolve all matters under investigation, we consented to entry of an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as announced by the SEC.
−Removed: We admitted the SEC’s jurisdiction over the Company and the subject matter of the proceedings, but otherwise neither admitted nor denied the SEC’s findings, as described in the Order.
−Removed: We agreed to cease and desist from committing or causing any violations and any future violations of Sections 17(a)(2) and (3) of the Securities Act and Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B), of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder.
−Removed: We also agreed to pay a civil money penalty of $17.5 million.
−Removed: In addition, our Chief Executive Officer concluded a settlement with the SEC on August 25, 2020, as announced by the SEC.
−Removed: Our Chief Executive Officer will pay us the sum of $2,122,000 as reimbursement of profits from certain stock sales during the relevant period, pursuant to Section 304 of the Sarbanes-Oxley Act of 2002.
−Removed: As of and for the year ended June 30, 2020, we recorded a liability of $17.5 million for our SEC settlement which is included in accrued liabilities and general and administrative expenses in the consolidated financial statements.
−Removed: Our Chief Executive Officer’s payment of $2,122,000 to us is a contingent gain and will be recorded when it is realized.
+Added: The information required by this item is incorporated herein by reference to the information set forth under the caption “Litigation and Claims” in Note 16 “Commitments and Contingencies” of our notes to the consolidated financial statements included in this Annual Report.
Due to the inherent uncertainties of legal proceedings, we cannot predict the outcome of these proceedings at this time, and we can give no assurance that they will not have a material adverse effect on our financial position or results of operations
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