Item 1.01. Entry into a Material Definitive Agreement.

On April 1, 2009, Rackable Systems, Inc. ("Rackable"), a Delaware corporation, announced that it had signed an Asset Purchase Agreement (the "Agreement") to acquire substantially all the assets of Silicon Graphics, Inc., a Delaware corporation ("SGI"), including SGI's non-U.S. subsidiaries and operations, other than certain assets unrelated to the ongoing business. The Agreement, dated March 31, 2009, was made and entered into by and among Rackable, SGI and certain SGI subsidiaries. The Agreement has been approved by the respective boards of directors of Rackable and SGI.

Under the terms of the Agreement, Rackable or a subsidiary of Rackable, will acquire the assets for a purchase price of approximately $25 million in cash, $10 million of which will be placed in escrow and available to Rackable following the closing to reimburse Rackable for payments and expenses made or incurred in connection with certain tax matters. In addition, Rackable will assume certain liabilities associated with the acquired assets. Following the signing of the Agreement, SGI and certain of its affiliated entities located in the U.S. filed a voluntary Chapter 11 bankruptcy petition and motions to approve the Agreement.

As with any similar transaction, the proposed acquisition remains subject to certain closing conditions set forth in the Agreement, including bankruptcy court approval, and other uncertainties. Subject to such conditions and uncertainties, the transaction is expected to close within approximately 60 days. A press release, dated April 1, 2009, announcing the signing of the Agreement is filed as Exhibit 99.1 hereto and incorporated herein by reference.

The Agreement is filed as Exhibit 2.1 hereto, and the above description of the material terms of the Agreement is qualified in its entirety by the Agreement as so filed.

Item 8.01 Other Events.

Rackable also announced today that it had suspended its previously announced stock repurchase program to buy up to $40 million of its shares.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number Description 2.1 Asset Purchase Agreement dated as of March 31, 2009, by and among Silicon Graphics, Inc., the subsidiaries of Silicon Graphics, Inc. listed on Schedule I thereto, and Rackable Systems, Inc. 99.1 Press Release dated April 1, 2009.

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