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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) June 30, 2000
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SanDisk Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-26734 77-0191793
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
140 Caspian Court, Sunnyvale, California 94089
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 542-0500
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None
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Toshiba Collaboration
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On June 30, 2000, SanDisk closed a transaction with Toshiba under
which we and Toshiba created a new semiconductor company - FlashVision, L.L.C. -
to produce advanced flash memory, utilizing fabrication space at Dominion
Semiconductor in Manassas, VA. We and Toshiba will each get 50 percent of
Dominion's flash memory production and will separately market and sell our share
of the output of the joint venture production to our respective customers. The
NAND memory wafers will primarily be used to manufacture flash memory cards for
use in digital cameras, digital music players and future generations of cell
phones .
Under the strategic joint venture, we and Toshiba plan to spend
approximately $700 million to equip existing fabrication space at Dominion. The
investment costs and ownership of FlashVision will be shared equally by both of
us. Dominion expects to hire an additional 600 workers for production for
FlashVision with volume production of NAND flash memories expected to start in
the second half of 2001 and achieve high volume mass production in 2002.
In addition to the joint venture company, we and Toshiba will work
together to develop 512 megabit (Mbit), 1 gigabit (Gbit) and 2 Gbit flash
memories -- along with future generations of flash memories -- employing 0.16
and 0.13 micron process technologies. The flash memory devices will utilize
SanDisk's proprietary multilevel cell (MLC) flash technology. In addition, we
and Toshiba will develop advanced controllers including Secure Digital (SD)
Memory Card controllers.
A copy of the Registrant's press release issued on May 9, 2000
announcing the signing of the agreement is attached hereto as Exhibit 99.1 and
is incorporated herein in its entirety by reference.
Investment in Tower Semiconductor
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On July 4, 2000, SanDisk announced an agreement with Tower
Semiconductor under which we will make a $75 million strategic investment in
Tower. In return for our investment, we will receive equity, corresponding
representation on Tower's board and committed production capacity in the
advanced fabrication facility Tower plans to build in Migdal Haemek, Israel.
Tower plans to raise additional equity, mostly from other strategic
partners in similar transactions, of approximately $350 million. It is expected
that following the completion of all the financing transactions necessary for
the new wafer manufacturing facility, we will hold approximately a 10% stake in
Tower, while the Israel Corp. will own approximately 20% of Tower. Additional
strategic partners that will join the initiative will hold together
approximately 30% of the company.
Under the terms of the agreement, our investment will be made in
several stages over an approximately 18 month period, against satisfactory
completion of key milestones for the construction, equipping and commencement of
production at the new wafer fab. We will receive from Tower a guaranteed portion
of the available wafer capacity at competitive pricing, with first production
expected in 2002. We will also hold an option to acquire additional equity of
approximately 10% of Tower under generally similar terms. The total cost of the
project is estimated at $1.5 billion through the end of 2003.
The closing of the transaction with Tower is subject to several
conditions, including the timely approval of a financial incentive package from
the Israeli government, securing additional required financing from other wafer
fab partners and banking and/or financial institutions, timely commencement of
fab construction, as well as respective board approval.
A copy of the Registrant's press release issued on July 4, 2000
concerning the foregoing is attached hereto as Exhibit 99.2 and is incorporated
herein in its entirety by reference.
ITEM 7. EXHIBITS
Exhibits
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Number Description of Document
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99.1 Press Release of the Registrant dated May 9, 2000 announcing
collaboration with Toshiba Corporation.
99.2 Press Release of the Registrant dated July 4, 2000 announcing
Investment Agreement with Tower Semiconductor.
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SIGNATURES
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: July 17, 2000 By: /s/ Frank A. Calderoni
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Name: Frank A. Calderoni
Title: Senior Vice President, Finance
and Administration, and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description of Document
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99.1 Press Release of the Registrant dated May 9, 2000 announcing
collaboration with Toshiba Corporation.
99.2 Press Release of the Registrant dated July 4, 2000 announcing
Investment Agreement with Tower Semiconductor.
