UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of ~~Report~~report (Date of earliest event reported): ~~August 12, 2011~~

August 26, 2011

SMART MODULAR TECHNOLOGIES (WWH), INC.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands

(State or Other Jurisdiction of Incorporation)

of Incorporation)


000-51771		20-2509518
(Commission File Number)		(IRS Employer Identification No.)

39870 Eureka Drive
Newark, CA		94560
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (510) 623-1231

N/A

(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))

Item 52.0701 ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On August 12, ~~2011~~2010, at an extraordinary general meeting of the shareholders of SMART Modular Technologies (WWH), Inc. (~~“SMART” or~~ the “Company”), asuch ~~Cayman Islands exempted company, held an extraordinary general meeting of~~ shareholders ~~to submit~~voted ~~the following proposals~~ to ~~a vote of shareholders: (i) to~~ approve as a special resolution the authorization, approval and adoption of the Agreement and Plan of Merger, dated April 26, 2011 (the “Merger Agreement”) by and among the Company, Saleen Holdings, Inc., a Cayman Islands exempted company (“Parent”) and Saleen Acquisition, Inc., a Cayman Islands exempted company (“Merger Sub”), ~~whereby Merger Sub will be merged with~~ and into the Company pursuant to a plan of merger (the “Plan of Merger”) and the separate corporate existence of Merger Sub will thereupon cease, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Merger”) and such other actions as may be necessary to effectuate the transactions contemplated thereby, including the Merger (such special resolution, the “Merger Proposal”) and (ii) to hold an advisory (nonbinding) vote on the compensation of our executive officers that is based on or otherwise relates to the Merger, as described in the proxy statement filed with the Securities and Exchange Commission on July 12, 2011. The approval of the Merger Proposal required the affirmative vote of the holders of at least two thirds of our ordinary shares attending the extraordinary general meeting voting in person or by proxy. The affirmative vote of the holders of a majority of the votes cast at the extraordinary general meeting and entitled to vote thereon was required to approve, by an advisory vote, the compensation of our executive officers that is based on or otherwise relates to the Merger. No vote was taken on the proposal to adjourn the extraordinary general meeting because there were sufficient votes at the time of the extraordinary general meeting to approve the Merger Proposal.

AtOn August 26, 2011, the Company and Parent filed a Plan of Merger with the Registrar of Companies of the Cayman Islands, pursuant to which Merger ~~extraordinary~~Sub ~~general~~merged ~~meeting~~with and into the Company, with the ~~shareholders~~Company ~~approved~~surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). Under ~~Proposal~~the terms of the Merger Agreement, each outstanding ordinary share of the Company (the “Common Stock”), par value $0.00016667 (other than treasury shares, shares owned by Parent or Merger Sub, shares owned by any of the Company’s subsidiaries and ~~approved~~shares held by any shareholders who are entitled to and who properly exercise appraisal and dissention rights under Cayman Islands law) was converted into the right to receive $9.25 in cash, without interest (the “Merger Consideration”). In addition, except as otherwise agreed by Parent and any holder of an option ~~advisory~~or ~~vote~~a restricted stock unit to acquire Common Stock of the Company, at the ~~compensation~~effective time of ~~our~~the ~~executive~~Merger, ~~officers~~(i) each ~~that~~vested isoption and each unvested option (if any) held by a nonemployee director of the Company was converted into the right to receive the difference between the Merger Consideration and the exercise price per share of such option if the exercise price was less than the Merger Consideration; (ii) each unvested option (other than the unvested options (if any) held by a nonemployee director of the Company) was converted into an equivalent option to acquire ordinary shares of Parent; (iii) each time-based onrestricted orstock ~~otherwise~~unit ~~relates~~was converted into the right to receive cash in an amount equal to the Merger Consideration; and (iv) for performance-based restricted stock units, the number of units deemed earned was determined by measuring the ~~votes~~performance ~~set~~of ~~forth~~the ~~below:~~Company’s ordinary shares against the Russell Micro Cap index as of immediately prior to the Merger and (x) with respect to the portion of the units attributable to the performance period beginning with the grant date and ending on the date immediately prior to the Merger, each such unit immediately vested and was converted into the right to receive an amount in cash equal to the Merger Consideration, and (y) with respect to the portion of the units attributable to the remaining performance period following the Merger, each such unit was converted into a time-based restricted stock unit that will vest at the end of each fiscal quarter following the Merger and be settled in ordinary shares of Parent.

~~Proposal~~The 1:foregoing ~~Approval~~description of the Merger ~~Proposal~~Agreement and related transactions does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2011, and which is incorporated herein by reference.

Votes For		Votes Against		Abstentions
48,187,494		403,636		5,451

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Proposal~~On 2:August 26, ~~Advisory~~2011, ~~Vote~~in onconnection with the consummation of the Merger~~-Related~~, ~~Compensation~~the Company informed The NASDAQ Global Select Market (“NASDAQ”) of the Merger and requested that trading in the Common Stock be suspended prior to market open the next business day and that the Common Stock be withdrawn from listing on NASDAQ as of the close of market on August 26, 2011. NASDAQ will file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25, thereby commencing the process of delisting and deregistering the Common Stock. The Company expects the Common Stock to be delisted as of the close of trading on August 26, 2011. The Company intends to file a Form 15 to suspend its reporting obligations under Section 13 and 15(d) of the Exchange Act as soon as practicable.

Votes For		Votes Against		Abstentions
44,701,853		3,314,709		580,019

Item 3.03

Material Modification to Rights of Security Holders.

~~The~~As ~~Merger~~of isthe oneffective ~~plan~~time of the Merger, pursuant to ~~close~~the interms of the ~~third~~Merger ~~calendar~~Agreement, ~~quarter~~each outstanding share of ~~2011~~Common asStock ~~previously~~(other ~~communicated~~than ~~with August 26th~~treasury ~~being~~shares, ~~the~~shares ~~current~~owned ~~target~~by toParent ~~coincide~~or ~~with~~Merger ~~the~~Sub, ~~end~~shares owned by any of the Company’s ~~fiscal~~subsidiaries ~~year.~~and ~~Completion~~shares ofheld ~~the~~by ~~Merger~~any ~~remains~~shareholders ~~subject~~who are entitled to ~~the~~and ~~satisfaction~~who orproperly ~~waiver~~exercise ofappraisal ~~the~~and ~~other~~dissention ~~closing~~rights ~~conditions~~under ~~specified~~Cayman inIslands law) was converted into the ~~Merger~~right ~~Agreement.~~to receive the Merger Consideration.

Item 85.01. ~~Other~~Changes ~~Events~~in Control of the Registrant.

~~On August 12,~~The ~~2011,~~information ~~SMART~~disclosed ~~issued~~in aItem 2.01 ~~press~~is ~~release~~incorporated ~~announcing~~herein ~~that~~by ~~the~~reference. On ~~shareholders~~August 26, of2011, ~~SMART~~pursuant ~~had~~to ~~approved~~the terms of the Merger ~~Proposal~~ Agreement, ~~and~~Merger ~~the~~Sub ~~advisory~~was ~~(non-binding)~~merged ~~proposal~~with onand ~~compensation~~into of the Company~~’s executive officers that is based on~~, ~~or otherwise~~with ~~relates~~the ~~to,~~Company surviving the Merger, atas ~~the~~a ~~extraordinary~~wholly ~~general~~owned ~~meeting~~subsidiary of ~~shareholders of SMART held on August 12, 2011~~Parent. AParent ~~copy~~is ofcontrolled ~~the~~by ~~press~~investment ~~release~~funds ismanaged ~~attached~~by ~~hereto~~Silver asLake ~~Exhibit 99.1~~Partners (“SLP”) and ~~incorporated~~Silver ~~herein by reference into this~~Lake ~~Item 8~~Sumeru (“SLS”).~~01.~~

~~Cautionary~~The ~~Statements~~total ~~Regarding~~cash ~~Forward-Looking~~merger ~~Statements~~consideration paid was approximately $688 million, which was funded from equity contributions from investment funds managed by SLP and SLS, as well as proceeds received by the Company in connection with debt financing provided by JPMorgan Chase Bank, N.A. and UBS Loan Finance LLC, as lenders. In addition, certain members of management of the Company, including Iain MacKenzie, President and Chief Executive Officer, and Ajay Shah, Chairman of our Board of Directors, invested an aggregate of approximately $35 million of their proceeds from the Merger in the equity of Parent, representing approximately 5% of the outstanding equity of Parent.

~~This~~The ~~communication~~foregoing ~~contains~~description ~~forward-looking~~of ~~statements~~the ~~that~~Merger ~~involve~~Agreement ~~numerous risks~~ and ~~uncertainties.~~related ~~All~~transactions ~~forward-looking~~does ~~statements included~~not inpurport ~~this document are based on information available~~ to ~~SMART~~be oncomplete and ~~the~~is ~~date hereof. In some cases~~subject, ~~you~~and ~~can~~qualified ~~identify~~in ~~forward-looking~~its ~~statements~~entirety by ~~terminology such as “may~~reference,” ~~“can,”~~to ~~“will,”~~the ~~“should,” “could,”~~full ~~“expects,”~~text ~~“plans,”~~of ~~“anticipates,”~~the ~~“intends,”~~Merger ~~“believes~~Agreement,” ~~“estimates,”~~which ~~“predicts,”~~is ~~“potential,”~~attached ~~“targets,”~~as ~~“goals,” “projects,”~~Exhibit 2.1 ~~“outlook,”~~to ~~“continue,”~~the ~~“preliminary,”~~Company’s ~~“guidance,”~~Current orReport ~~variations~~on ofForm 8-K ~~such~~filed ~~words,~~with ~~similar expressions, or~~ the ~~negative~~SEC ofon ~~these~~April 28, ~~terms or other comparable terminology. Such forward-looking statements involve known and unknown risks~~2011, ~~uncertainties~~ and ~~other~~which ~~factors~~is incorporated ~~that~~herein ~~could~~by ~~cause~~reference. ~~actual events or the results to be materially~~

1Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~different~~At ~~from~~the ~~expected~~effective ~~events~~time ~~or historical results and/or from any future results or events or outcomes expressed or implied by such forward-looking statements. No assurance can be given that any~~ of the ~~events~~Merger ~~anticipated~~on ~~by the forward-looking statements will transpire or occur~~August 26, ~~or if any of them do so~~2011, ~~what~~in ~~impact~~accordance ~~they~~with ~~will have on~~ the ~~intended~~ Merger orAgreement, onMessrs. ~~our~~Ajay ~~results~~Shah, Iain ofMacKenzie, ~~operations~~Harry orMcKinney, ~~financial~~Dennis ~~condition. Accordingly~~McKenna, ~~the~~Mukesh ~~Merger~~Patel ~~may not occur~~ and ~~actual~~Clifton ~~events~~Weatherford and ~~results~~Kimberly ~~may~~Alexy ~~differ~~resigned ~~materially~~as ~~and~~members ~~adversely~~of ~~from those expressed in or implied from any forward-looking statements. Neither SMART nor any other person can assume responsibility for~~ the ~~accuracy~~board ~~and completeness~~ of ~~forward-looking~~ ~~statements.~~directors ~~There are various important factors that could cause actual events or results to differ materially from those in any such forward-looking statements, many~~ of ~~which~~the ~~factors are beyond SMART’s control. These factors include but are not limited to: failure to obtain~~Company, delays in obtaining or adverse conditions contained in any required regulatory or other approvals; failure to consummate or delay in consummating the transaction for other reasons; changes in laws or regulations; and ~~changes~~Kenneth inHao, ~~general~~Kyle ~~economic~~Ryland ~~conditions. SMART undertakes no obligation (~~and ~~expressly~~Karen ~~disclaims any such obligation) to publicly update or revise any forward-looking statement~~King, ~~whether~~the asdirectors ~~a result~~ of ~~new~~Merger ~~information, future~~Sub ~~events~~immediately orprior ~~otherwise. For additional information please refer~~ to ~~SMART’s most recent Form 10-K, Form 10-Qs and 8-K reports filed with~~ the ~~SEC.~~effective Risks as outlined in these reports may not constitute all factors that could cause actual events or results to differ materially from those discussed in any forward-looking statements. The Company operates in a continually changing business environment and new factors emerge from time toof ~~time. The Company cannot predict such factors, nor can it assess~~ the ~~impact~~Merger, ifbecame ~~any, from such factors on~~ the ~~transaction~~new ormembers onof the ~~Company~~board ~~or its results. Forward-looking statements should not be relied upon as a prediction~~ of ~~actual~~directors ~~results. These forward-looking statements are made as~~ of ~~today, and~~ the ~~Company~~ ~~does not intend, and has no obligation, to update or revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this report~~Company.

Item 5.03

Amendments to Memorandum of Association and Articles of Association; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the effective time of the Merger, the Memorandum and Articles of Association of the Company as in effect immediately prior to the effective time were amended to be in the form set forth in Exhibit A to the Merger Agreement, and became the Amended and Restated Memorandum and Articles of Association of the Company. A copy of the Amended and Restated Memorandum and Articles of Association of the Company are filed as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated herein by reference.

Item 8.01

Other Events.

The Company issued a press release on August 26, 2011 announcing the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Item No.		Description
Exhibit No.		Description
99.1		Press Release of SMART Modular Technologies (WWH), Inc., dated August 12, 2011.
3.1		Form of Amended and Restated Memorandum of Association of the Company
3.2		Form of Amended and Restated Articles of Association of the Company
99.1		Press Release dated August 26, 2011

2SIGNATURES

~~SIGNATURE~~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.

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.

EXHIBIT INDEX

Exhibit Index


Exhibit No.		Description

3.1		Form of Amended and Restated Memorandum of Association of the Company

3.2		Form of Amended and Restated Articles of Association of the Company

99.1		Press release dated August 26, 2011

Item No.		Description
99.1		Press Release of SMART Modular Technologies (WWH), Inc., dated August 12, 2011.

SMART MODULAR TECHNOLOGIES (WWH), INC.

Date: August 26, 2011

/s/ IAIN MACKENZIE

Iain MacKenzie

President & Chief Executive Officer

Filing Compare · SMART Modular Technologies (WWH), Inc.