<PAGE>
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Information Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for use of the Commission only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SANDISK CORPORATION
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Charter)
SANDISK CORPORATION
- -------------------------------------------------------------------------------
(Name of Person(s) Filing the Information Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
a pursuant to Exchange Act Rule 0-11:
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
(5) Total fee paid:
- -------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identity the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- -------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- -------------------------------------------------------------------------------
(3) Filing party:
- -------------------------------------------------------------------------------
(4) Date filed:
- -------------------------------------------------------------------------------
<PAGE>
SANDISK CORPORATION
140 Caspian Court
Sunnyvale, California 94089
(408) 542-0500
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held December 8, 1999
TO OUR STOCKHOLDERS:
A Special Meeting of the stockholders (the "Meeting") of SANDISK CORPORATION
(the "Company") will be held on Wednesday, December 8, 1999 at 9:00 a.m. local
time, at the offices SANDISK CORPORATION, 140 Caspian Court, Sunnyvale,
California. The purpose of the Meeting is to consider and take action upon a
proposal recommended by the Board of Directors to amend the Company's
Certificate of Incorporation to increase the Company's authorized common stock,
from 40 million shares to 125 million shares.
The transfer books of the Company will not be closed prior to the Meeting
but, pursuant to appropriate action by the Board of Directors, the record date
for determination of the stockholders entitled to notice of and vote at the
Meeting is October 25, 1999.
This Notice, the Proxy and Proxy Statement enclosed herewith are sent to you
by order of the Board of Directors.
/s/ Dr. Eli Harari
DR. ELI HARARI
President and Chief Executive
Officer
Sunnyvale, California
October 29, 1999
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO VOTE,
SIGN, AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE-
PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE.
<PAGE>
SANDISK CORPORATION
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of SANDISK
CORPORATION (the "Company") for use at the Special Meeting of the stockholders
(the "Meeting") to be held on Wednesday, December 8, 1999 at 9:00 a.m. local
time, at the offices of SANDISK CORPORATION, 140 Caspian Court, Sunnyvale,
California, and any adjournment thereof. The mailing address of the executive
office of the Company is 140 Caspian Court, Sunnyvale, California 94089. This
Proxy Statement and the enclosed proxy were first furnished to stockholders of
the Company on or about November 4, 1999.
VOTING PROCEDURES
The representation in person or by proxy of a majority of the outstanding
shares entitled to vote at the Meeting is necessary to provide a quorum for the
transaction of business at the Meeting. Shares can only be voted if the
stockholder is present in person or is represented by returning a properly
signed proxy. Each stockholder's vote is very important. Whether or not you
plan to attend the Meeting in person, please sign and promptly return the
enclosed proxy card, which requires no postage if mailed in the United States.
All signed and returned proxies will be counted towards establishing a quorum
for the Meeting, regardless of how the shares are voted.
Shares represented by proxy will be voted in accordance with your
instructions. You may specify your choices by marking the appropriate box on
the proxy card. You may vote (i) "FOR" the proposal to amend the Company's
Certificate of Incorporation, (ii) "AGAINST" the proposal or (iii) "ABSTAIN"
from voting on the proposal. An abstention or withholding authority to vote
will be counted as present for determining whether the quorum requirement is
satisfied. With respect to the required vote on the proposal, abstentions will
be treated as shares present and entitled to vote, and for purposes of
determining the outcome of the vote on the proposal, have the same effect as a
vote against the proposal. A broker "non-vote" occurs when a nominee holding
shares for a beneficial holder does not have discretionary voting power and
does not receive voting instructions from the beneficial owner. Broker "non-
votes" on a particular proposal will be treated as shares present at the
Meeting but will have the effect of a vote against the proposal.
The proposal to amend the Company's Certificate of Incorporation to increase
the authorized Common Stock of the Company requires for approval the
affirmative vote of a majority of the Company's outstanding Common Stock.
A stockholder who returns a proxy may revoke it at any time before the
stockholder's shares are voted at the Meeting by written notice to the
Secretary of the Company received prior to the Meeting, by executing and
returning a later-dated proxy or by voting by ballot at the Meeting.
The outstanding stock of the Company entitled to vote as of October 25,
1999, consisted of 27,620,160 shares of Common Stock. Only Common Stock
stockholders of record at the close of business on October 25, 1999, are
entitled to vote at the Meeting. Each share is entitled to one vote.
1
<PAGE>
PROPOSAL TO INCREASE AUTHORIZED COMMON STOCK
The Board of Directors of the Company has approved and recommends that the
stockholders approve an amendment to the Company's Certificate of Incorporation
to increase the authorized shares of the Company's common stock (the "Common
Stock") from 40,000,000 shares to 125,000,000 shares. The Board of Directors of
the Company believes the increase in the authorized shares is necessary to
provide the Company with the flexibility to act in the future with respect to
financing programs, acquisitions and other corporate purposes including
effecting potential stock splits without the delay and expense incidental to
obtaining stockholder approval each time an opportunity requiring the issuance
of shares may arise.
On October 25, 1999, the Company had 27,620,160 shares of Common Stock
issued and outstanding. Also on that date, the Company had 3,728,892 shares of
Common Stock subject to outstanding options under the Company's 1995 Stock
Option Plan and the Company's 1995 Non-Employee Directors Stock Option Plan,
including options incorporated from the predecessor plans, and 700,898 shares
available for issuance under the Company's Employee Stock Purchase Plan. These
share numbers do not take into account the Company's proposed issuance and sale
of 3,000,000 shares of common stock (plus an additional 450,000 shares of
common stock offered to certain underwriters to cover any over-allotments)
pursuant to a public offering of its shares, as detailed in the Company's
Registration Statement on Form S-3 (Reg. No. 333-85427) filed August 17, 1999
with the U.S. Securities and Exchange Commission. After accounting for the
3,000,000 shares to be sold in the offering, the 450,000 additional shares to
be offered to certain underwriters, substantially all of the Company's 40
million authorized shares have been issued or are reserved for issuance and
thus few shares would be available to the Company for use in connection with
its future financing and other corporate needs. The lack of authorized Common
Stock available for issuance could unnecessarily limit the Company's ability to
pursue opportunities for future financings, acquisitions, mergers and other
transactions. The Company would also be limited in its ability to effectuate
future stock splits or stock dividends. The Company has considered other plans
to issue additional shares of Common Stock in possible future financings. The
Board of Directors believes that the increase in the authorized shares of
Common Stock is necessary to provide the Company with the flexibility to pursue
the types of opportunities described above without added delay and expense.
The availability of authorized but unissued shares of Common Stock might be
deemed to have the effect of preventing or discouraging an attempt by another
person to obtain control of the Company, because the additional shares could be
issued by the Board of Directors, which could dilute the stock ownership of
such person. The Company has no plans for such issuances and this proposal is
not being proposed in response to a known effort to acquire control of the
Company.
In addition, an issuance of additional shares by the Company could have an
effect on the potential realizable value of a stockholder's investment. In the
absence of a proportionate increase in the Company's earnings and book value,
an increase in the aggregate number of outstanding shares of the Company caused
by the issuance of the additional shares would dilute the earnings per share
and book value per share of all outstanding shares of the Company's capital
stock. If such factors were reflected in the price per share of Common Stock,
the potential realizable value of a stockholder's investment could be adversely
affected.
The additional shares of Common Stock to be authorized by adoption of the
amendment to the Certificate of Incorporation would have rights identical to
the currently outstanding shares of Common Stock of the Company. Adoption of
the proposed amendment to the Certificate of Incorporation would not affect the
rights of the holders of currently outstanding shares of Common Stock.
Adoption of the amendment to the Certificate of Incorporation to increase
the Company's authorized Common Stock requires the vote of a majority of the
outstanding shares of the Company's Common Stock. Votes, abstentions and broker
non-votes will be counted as set forth above in "VOTING PROCEDURES." If the
proposal is approved, the Company intends to file an amendment to its
Certificate of Incorporation promptly after the Meeting. The amendment to the
Certificate of Incorporation will be effective immediately upon acceptance of
filing by the Secretary of State of the State of Delaware. Thereafter, The
Board of Directors would generally be free to issue Common Stock without
further action on the part of the stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of the record date, October 25,
1999, for the Special Meeting for (i) each person who is known to the Company
to be the beneficial owner of more than 5% of the outstanding Common Stock;
(ii) the Chief Executive Officer of the Company; (iii) each of the four other
most highly compensated executive officers of the Company (determined at fiscal
year-end 1998); (iv) each director of the Company and nominee who owns Common
Stock; and (v) all directors and executive officers as a group:
<TABLE>
<CAPTION>
Number of Shares Approximate
Name Beneficially Owned(1) Percent Owned
---- --------------------- -------------
<S> <C> <C>
Seagate Technology, Inc.
Scotts Valley, CA...... 6,141,374 22.24%
FMR Corp.
Boston, MA (2)......... 2,318,900 8.40%
Denver Investment
Denver, CO (2)......... 1,628,900 5.90%
Forstmann-Leff
New York, NY (2)....... 1,620,175 5.87%
William Campbell (3).... 59,608 *
Irwin Federman (4)...... 31,820 *
Catherine P. Lego (5)... 76,037 *
Dr. Eli Harari (6)...... 1,294,384 4.69%
Dr James D. Meindl (7).. 75,665 *
Alan F. Shugart (8)..... 36,000 *
Daniel Auclair (9)...... 119,505 *
Cindy Burgdorf (10)..... 198,513 *
Leon Malmed (11)........ 87,381 *
Ralph Hudson (12)....... 33,750 *
All executive officers
and directors as
a group (10
persons)(13)........... 2,091,119 7.57%
</TABLE>
- --------
* Less than 1%
(1) Except as indicated in the footnotes to this table, the stockholders named
in the table are known to the Company to have sole voting and investment
power with respect to all shares of Common Stock shown as beneficially
owned by them, subject to community property laws where applicable.
(2) Information as of June 30, 1999, per Schedule 13F filed pursuant to Rule
13d-1(b) or 13d-2(b) of the Securities Exchange Act of 1934, as amended.
(3) Includes options to purchase 20,000 shares exercisable within 60 days of
October 25, 1999 by Mr. Campbell in the form of immediately exercisable
options, some of which, if exercised and issued, would be subject to a
repurchase right of the Company that lapses over time.
(4) Includes options to purchase 12,000 shares exercisable within 60 days of
October 25, 1999 by Mr. Federman in the form of immediately exercisable
options, some of which, if exercised and issued, would be subject to a
repurchase right of the Company that lapses over time.
(5) Includes options to purchase 20,000 shares exercisable within 60 days of
October 25, 1999 by Ms. Lego in the form of immediately exercisable
options, some of which, if exercised and issued, would be subject to a
repurchase right of the Company that lapses over time.
(6) Includes 1,005,490 shares held in the name of a trust for the benefit of
Dr. Harari and his wife. Also Includes options to purchase 264,582 shares
exercisable within 60 days of October 25, 1999 by Dr. Harari, some of
which, if exercised and issued, would be subject to a repurchase right of
the Company that lapses over time. Also includes 11,333 shares owned
directly by his son and 11,493 shares held in the name of a trust for the
benefit of his children.
(7) Represents 55,665 shares held as community property in the name of Dr.
Meindl and his wife. Also Includes options to purchase 20,000 shares
exercisable within 60 days of October 25, 1999 by Mr. Meindl in the form
of immediately exercisable options, some of which, if exercised and
issued, would be subject to a repurchase right of the Company that lapses
over time.
(8) Includes options to purchase 36,000 shares exercisable within 60 days of
October 25, 1999 by Mr. Shugart in the form of immediately exercisable
options, some of which, if exercised and issued, would be subject to a
repurchase right of the Company that lapses over time.
(9) Includes options to purchase 102,915 shares exercisable within 60 days of
October 25, 1999 by Mr. Auclair, some of which, if exercised and issued,
would be subject to a repurchase right of the Company that lapses over
time. Includes an aggregate of 5,540 shares owned by his children held in
his name as custodian.
(10) Includes options to purchase 128,982 shares exercisable within 60 days of
October 25, 1999 by Ms. Burgdorf, some of which, if exercised and issued,
would be subject to a repurchase right of the Company that lapses over
time.
(11) Includes options to purchase 29,375 shares exercisable within 60 days of
October 25, 1999 by Mr. Malmed, some of which, if exercised and issued,
would be subject to a repurchase right of the Company that lapses over
time.
(12) Includes options to purchase 33,750 shares exercisable within 60 days of
October 25, 1999 by Mr. Hudson.
(13) Includes 712,219 shares subject to options, including those identified in
notes (3), (4), (5), (6), (7), (8), (9), (10), (11), and (12).
3
<PAGE>
OTHER ACTION
Management is not aware at this time of any other matters that will be
presented for action at the Meeting. Should any such matters be presented, the
proxies grant power to the proxy holders to vote shares represented by the
proxies in the discretion of such proxy holders.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 2000 Annual
Meeting of stockholders must be received by the Company for inclusion in the
Proxy Statement and form of proxy relating to that meeting no later than
December 13, 1999. The proposal must be mailed to the Company's executive
offices, 140 Caspian Court, Sunnyvale, California 94089, Attention: Chief
Financial Officer. Such proposals may be included in next year's proxy
statement if they comply with certain rules and regulations promulgated by the
Securities and Exchange Commission.
SOLICITATION STATEMENT
The cost of this solicitation of proxies will be borne by the Company.
Solicitation will be made primarily by mail, but regular employees of the
Company may solicit proxies personally, by telephone or telegram and the
Company may retain the services of a proxy solicitation firm to aid in this
solicitation. Brokers, nominees, custodians and fiduciaries are requested to
forward solicitation materials to obtain voting instructions from beneficial
owners of stock registered in their names, and the Company will reimburse such
parties for their reasonable charges and expenses in connection therewith.
By order of the Board of Directors
/s/ Dr. Eli Harari
DR. ELI HARARI
President and Chief Executive
Officer
Sunnyvale, California
October 29, 1999
4
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
SANDISK CORPORATION
DR. ELI HARARI, and CINDY L. BURGDORF, or any of them, are hereby appointed
as the lawful agents and proxies of the undersigned (with all powers the
undersigned would possess if personally present, including full power of
substitution) to represent and to vote all shares of capital stock of SANDISK
CORPORATION (the "Company") which the undersigned is entitled to vote at the
Company's Special Meeting of stockholders on December 8, 1999, and at any
adjournments or postponements thereof as follows:
1. Proposal to amend the Company's Certificate of Incorporation to increase
the number of authorized shares of Common Stock:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Transaction of any other business which may properly come before the
meeting and any adjournment or postponement thereof.
<PAGE>
The Board of Directors recommends a vote FOR the above proposal. This Proxy
will be voted as directed or, if no direction is indicated, will be voted FOR
the above proposal and, at the discretion of the persons named as proxies, upon
such other matters as may properly come before the meeting. This proxy may be
revoked at any time before it is voted.
DATE: _______________________, 1999
___________________________________
(Signature)
___________________________________
(Signature if held jointly)
(Please sign exactly as shown on your stock
certificate and on the envelope in which this
proxy was mailed. When signing as partner,
corporate officer, attorney, executor,
administrator, trustee, guardian or in any other
representative capacity, give full title as such
and sign your own name as well. If stock is held
jointly, each joint owner should sign.)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE.
