SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 22, 1998
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SANDISK CORPORATION
(Exact name of registrant as specified in charter)
Delaware 0-26734 77-0191793
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
140 Caspian Court, Sunnyvale, California 94089
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 542-0500
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None
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On October 22, 1998, the Board of Directors of SanDisk
Corporation (the "Company") amended its Rights Agreement, dated April 18, 1997,
by and between the Company and Harris Trust & Savings Bank (the "Agreement"), to
delete "continuing director" provisions throughout the Agreement.
The First Amendment to the Rights Agreement, dated as of
October 22, 1998, between the Company and the Rights Agent, eliminating
"continuing director" provisions, is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description of the "continuing
director" provisions is qualified in its entirety by reference to such exhibit.
<PAGE>
Item 7. Exhibits.
Exhibit
Number Document Description
- ------- --------------------------------------------------------------------
4 The First Amendment to the Rights Agreement, dated as of October22,
1998, by and between the Company and Harris Trust and Savings Bank.
<PAGE>
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.
SANDISK CORPORATION
DATE: January 5, 1999 By: /s/ Cindy Burgdorf
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Name: Cindy Burgdorf
Title: Sr. VP Finance and Administration
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------------------------------------------------------
4 The First Amendment to the Rights Agreement, dated as of October22,
1998, by and between the Company and Harris Trust and Savings Bank.
FIRST AMENDMENT TO THE RIGHTS AGREEMENT
Pursuant to Section 27 of the Rights Agreement (the
"Agreement"), dated as of April 18, 1997, between SanDisk Corporation, a
Delaware corporation (the "Company"), and Harris Trust and Savings Bank, an
Illinois banking corporation (the "Rights Agent"), the Company, and the Rights
Agent at the Company's direction, hereby amend the Agreement as of October 22,
1998, as provided below.
1. Certain Definitions. Section 1 of the Agreement shall be
amended as follows:
a. The word "Continuing" in the eighteenth line
of subsection (a)(ii) and the fifth line of
subsection (a)(iv) shall be replaced with
the words "Board of;"
b. Section 1(a)(iii) shall be amended by
deleting the phrase ",upon approval by a
majority of the Continuing Directors (as
such term is hereinafter defined)" in the
first line of the paragraph;
c. Section 1(c)(ii) shall be amended by
deleting the phrase ",upon the affirmative
vote of a majority of the Continuing
Directors," in the fifteenth line of the
paragraph; and
d. The definition of "Continuing Director" in
Section 1(i) shall be deleted in its
entirety.
2. Issue of Right Certificates. Section 3(a) of the Agreement
shall be amended by deleting the phrase "(upon approval by a majority of the
Continuing Directors)" in the third line of the paragraph.
3. Adjustment of Purchase Price, Number of Shares or Number
of Rights. Section 11 shall be amended as follows:
a. Section 11(a)(ii) shall be amended by
deleting the phrase ",upon approval by a
majority of the Continuing Directors," in
the twelfth line of the second paragraph;
b. The word "Continuing" in the sixth line of
subsection (a)(iii) shall be replaced with
the words "Board of;" and
c. The phrase ",upon approval by a majority of
the Continuing Directors," which appears in
the second, fifteenth, twenty-third,
twenty-fifth and thirty-third lines of
subsection (a)(iv), the twenty-second line
of subsection (b), the eleventh line of
subsection (c),
<PAGE>
the twenty-sixth line of subsection
(d)(i) and the tenth line of subsection
(d)(ii) shall be deleted.
4. Consolidation, Merger or Sale or Transfer of Assets or
Earning Power. Section 13(d) shall be amended by deleting the phrase ",upon
approval by a majority of the Continuing Directors," in the eighth line of the
paragraph.
5. Fractional Rights and Fractional Shares. Section 14 (a)
shall be amended by deleting the phrase "upon approval by a majority of the
Continuing Directors" in the twenty-first and twenty-third lines of the
paragraph.
6. Issuance of New Right Certificates. Section 22 shall be
amended by deleting the phrase ",upon approval by a majority of the Continuing
Directors," in the fourth and fourteenth lines of the paragraph.
7. Redemption and Termination. Section 23 shall be amended as
follows:
a. The word "Continuing" in the second, fifth
and eleventh line of subsection (a) shall be
replaced with the words "Board of;" and
b. The phrase ",upon approval by a majority of
the Continuing Directors" which appears in
the twenty-third line of subsection (a)
shall be deleted.
8. Exchange. Section 24 shall be amended as follows:
a. The word "Continuing " in the second line of
subsection (a) shall be replaced with the
words "Board of; " and
b. The phrase ",upon approval by a majority of
the Continuing Directors," in the sixth,
twelfth and twenty-first lines of subsection
(d) shall be deleted.
9. Supplements and Amendments. Section 27 shall be amended by
deleting the phrase ",upon approval by a majority of the Continuing Directors,"
in the third, seventh and twenty-fourth lines of the paragraph.
10. Determinations and Actions by the Board of Directors.
Section 29 shall be amended as follows:
a. The phrase "(and where specifically provided
for herein, only upon approval by a majority
of the Continuing Directors)" in the seventh
and sixteenth lines of the paragraph shall
be deleted; and
b. The phrase "or the Continuing Directors" in
the second to last line of the paragraph
shall be deleted.
<PAGE>
11. Severability. Section 31 shall be amended by deleting the
phrase ",upon approval by a majority of the Continuing Directors," in the eighth
line of the paragraph.
<PAGE>
The undersigned officer of the Company, being an appropriate
officer of the Company and authorized to do so by resolution of the board of
directors of the Company dated as of October 22, 1998, hereby certifies to the
Rights Agent that these amendments are in compliance with the terms of Section
27 of the Agreement.
SANDISK CORPORATION
By /s/ Cindy Burdorf
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Name: Cindy Burgdorf
Title: Chief Financial Officer
ACKNOWLEDGED AND AGREED:
HARRIS TRUST AND SAVINGS BANK,
as Rights Agent
By: /s/ Ginger L. Lawrence
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Name: Ginger L. Lawrence
Title: Trust Officer
