Item 8.01 Other Events.
On July 27, 2009, SMART Modular Holdings (WWH), Inc. (the "Company") filed with the Securities and Exchange Commission ("SEC") a preliminary proxy statement on Schedule 14A related to its special meeting of shareholders to be held on August 25, 2009. The proxy statement contains a proposal, approved by the board of directors of the Company, that the Company's shareholders approve an option exchange program, pursuant to which certain Company employees would be permitted to exchange options with an exercise price higher than $4.00. Named executive officers and directors would not be eligible to participate in the option exchange program. Surrendered options, net of replacement options, would be canceled instead of being returned to the Company's Amended and Restated Stock Incentive Plan. The proposal related to the option exchange contained in the proxy statement filed with the SEC is incorporated herein by reference.
ADDITIONAL INFORMATION AND WHERE TO FIND IT If the option exchange is approved by the Company's shareholders, at the time the option exchange is commenced, the Company will provide option holders who are eligible to participate in the option exchange with written materials explaining the precise terms and timing of the option exchange. Persons who are eligible to participate in the option exchange should read these written materials carefully when they become available because they will contain important information about the option exchange. The Company will also file these written materials with the SEC as part of a tender offer statement upon the commencement of the exchange. The Company's shareholders and option holders will be able to obtain these written materials and other documents filed by the Company with the SEC free of charge from the SEC's website at www.sec.gov.

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