SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
X Annual report pursuant to Section 13 or 15(d) of the Securities
- ---------- Exchange Act of 1934 for the fiscal year ended December 31, 1997 or
Transition report pursuant to Section 13 or 15(d) of the Securities
- ---------- Act of 1934
Commission File No. 0-26734
SANDISK CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 77-0191793
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
140 Caspian Court, Sunnyvale, California 94089
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (408) 542-0500
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ X ].
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the Common Stock on March 2,
1998 as reported on the NASDAQ National Market System, was approximately
$416,264,216. Shares of Common Stock held by each officer and director and by
each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.
As of March 2, 1998, Registrant had 26,125,986 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting to be held on April 30,
1998 are incorporated by reference into Part III.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
3) Exhibits required by Item 601 of Regulation S-K
Exhibit
Number Exhibit Title
3.1 Certificate of Incorporation of the Registrant, as amended to
date./3/
3.2 Form of Amended and Restated Certificate of Incorporation of the
Registrant./3/
3.3 Bylaws of the Registrant, as amended./3/
3.4 Form of Amended and Restated Bylaws of the Registrant./3/
3.5 Certificate of Designation for the Series A Junior Participating
Preferred Stock, as filed with the Delaware Secretary of State on
April 24, 1997./7/
4.1 Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4./3/
4.3 Amended and Restated Registration Rights Agreement, among the
Registrant and the investors and founders named therein, dated
March 3, 1995./3/
4.4 Amendment No. 1 to the Stock Purchase Agreements among the
Registrant and the holders of Series A, B and D Preferred Stock,
and certain holders of Series E Preferred Stock, dated January
15, 1993./3/
4.5 Series F Preferred Stock Purchase Agreement between Seagate
Technology, Inc. And the Registrant, dated January 15, 1993./3/
4.6 Amendment Agreement between Seagate Technology, Inc. and the
Registrant, dated August 23, 1995./3/
4.7 Form of Stock Purchase Agreement between the Registrant and
Seagate Technology, Inc./3/
4.8 Rights Agreement, dated as of April 18, 1997, between the Company
and Harris Trust and Savings Bank./7/
9.1 Amended and Restated Voting Agreement, among the Registrant and
the investors named therein, dated March 3, 1995./3/
10.8 Joint Cooperation Agreement between the Registrant and Seagate
Technology, Inc., dated January 15, 1993./1, 3/
10.9 Amendment and Termination Agreement between the Registrant and
Seagate Technology, Inc., dated October 28, 1994./1, 3/
10.10 License Agreement between the Registrant and Dr. Eli Harari,
dated September 6, 1988./3/
10.13 1989 Stock Benefit Plan./3/
10.14 1995 Stock Option Plan./3/
10.15 Employee Stock Purchase Plan./3/
10.16 1995 Non-Employee Directors Stock Option Plan./3/
10.18 Lease Agreement between the Registrant and G.F. Properties, dated
March 1, 1996./4/
10.19 Business loan agreement between the Registrant and Union Bank of
California, dated July 3, 1996./5/
10.21 Amendment to Lease Agreement between the Registrant and G.F.
Properties, dated April 3, 1997./5/
10.22 First and second amendments to business loan agreement between
the Registrant and Union Bank of California, dated June 30,
1997./5/
10.23 Foundry Venture Agreement between the Registrant and United
Microelectronics Corporation, dated June 27, 1997./1, 8/
10.24 Written Assurances Re: Foundry Venture Agreement between the
Registrant and United Microelectronics Corporation, dated
September 13, 1995./1, 8/
10.25 Side Letter between Registrant and United Microelectronics
Corporation, dated May 28, 1997./1, 8/
10.26 Third Amendment to the Trade Finance Agreement between the
Registrant and Union Bank of California. /9/
10.27 Clarification letter with regards to Foundry Venture Agreement
between the Registrant and United Microelectronics Corporation
dated October 24, 1997./9/
21.1 Subsidiaries of the Registrant.
27.1 Financial Data Schedule for the year ended December 31, 1997. (In
EDGAR format only)
27.2 Restated Financial Data Schedule for the year ended December 31,
1996. (In EDGAR format only)
- ----------
1. Confidential treatment granted as to certain portions of these exhibits.
2. Confidential treatment requested as to certain portions of these exhibits.
3. Previously filed as an Exhibit to the Registrant's Registration Statement on
Form S-1 (No. 33-96298).
4. Previously filed as an Exhibit to the Registrant's 1995 Annual Report on Form
10-K.
5. Previously filed as an Exhibit to the Registrant's Form 10-Q for the quarter
ended June 30, 1996.
6. Previously filed as an Exhibit to the Registrant's 1996 Annual Report on Form
10-K.
7. Previously filed as an Exhibit to the Registrant's Current Report on Form
8-K/A dated April 18, 1997.
8. Previously filed as an Exhibit to the Registrant's Current Report on Form
8-K dated October 16, 1997.
9. Previously filed as an Exhibit to the Registrant's Form 10-Q for the quarter
ended September 30, 1997.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dr. Eli Harari and Cindy L. Burgdorf,
jointly and severally, his or her attorneys in fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Report on Form 10-K, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys in
fact, or his or her substitute or substitutes, may do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities and Exchange Act of 1934,
as amended, this Report has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
By: /s/ Dr. Eli Harari President, Chief Executive Officer March 19, 1998
----------------------------
(Dr. Eli Harari) and Director
By: /s/ Irwin Federman Chairman of the Board March 19, 1998
----------------------------
(Irwin Federman)
By: /s/ Cindy L. Burgdorf Chief Financial Officer, March 19, 1998
----------------------------
(Cindy L. Burgdorf) Senior Vice President, Finance and
Administration and Secretary
(Principal Financial and
Accounting Officer)
By: /s/ William V. Campbell March 19, 1998
----------------------------
(William V. Campbell) Director
By: /s/ Catherine P. Lego Director March 19, 1998
----------------------------
(Catherine P. Lego)
By: /s/ Dr. James D. Meindl Director March 19, 1998
-------------------------------
(Dr. James D. Meindl)
By: /s/ Joseph Rizzi Director March 19, 1998
-------------------------------
(Joseph Rizzi)
By: /s/ Alan F. Shugart Director March 19, 1998
------------------------------
(Alan F. Shugart)
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SANDISK CORPORATION
By: /s/ Cindy L. Burgdorf
---------------------
Cindy L. Burgdorf
Chief Financial Officer, Senior Vice President,
Finance and Administration and Secretary
DATED: May 28, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Restated SanDisk Financial Data Schedule, twelve months ended December 31, 1996.
Earnings per share amounts have been restated to comply with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share."
</LEGEND>
<CIK> 0001000180
<NAME> SanDisk Corporation
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 19,323
<SECURITIES> 54,965
<RECEIVABLES> 11,885
<ALLOWANCES> 593
<INVENTORY> 9,630
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0
0
<COMMON> 98,233
<OTHER-SE> (10,423)
<TOTAL-LIABILITY-AND-EQUITY> 108,268
<SALES> 89,599
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<CGS> 58,707
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</TABLE>
