-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IhmBPusgT+z0wdO19N4XrzBDEpo6KxKfQbOprxqu0EL7koemNaqESD2TowREMNSu YRHjcYvWCkUZvQzvdcqpqg== 0000891618-03-001444.txt : 20030326 0000891618-03-001444.hdr.sgml : 20030325 20030326172825 ACCESSION NUMBER: 0000891618-03-001444 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030326 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANDISK CORP CENTRAL INDEX KEY: 0001000180 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 770191793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26734 FILM NUMBER: 03619061 BUSINESS ADDRESS: STREET 1: 140 CASPIAN COURT CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4085620500 MAIL ADDRESS: STREET 1: 140 CASPIAN COURT CITY: SUNNYVALE STATE: CA ZIP: 94089 8-K 1 f88701e8vk.htm FORM 8-K SanDisk Corporation Form 8-K
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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)   March 26, 2003
   

SanDisk Corporation

(Exact name of registrant as specified in its charter)
         
Delaware   0-26734   77-0191793
(State or other jurisdiction
of incorporation)		   (Commission
File Number) 		  (IRS Employer
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
   

N/A

(Former name or former address, if changed since last report)

 

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Item 9. Regulation FD Disclosure.
SIGNATURES
Exhibit Index
EXHIBIT 99.1

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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     See attached Exhibit Index.

Item 9. Regulation FD Disclosure.

     On March 26, 2003, SanDisk Corporation filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2002 with the Securities and Exchange Commission. Accompanying the report were certifications of SanDisk’s Chief Executive Officer, Eli Harari, and Chief Financial Officer, Michael Gray, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, codified at 18 U.S.C. §1350. A copy of each of the certifications is attached hereto as an Exhibit.

     The foregoing certifications are being furnished solely to accompany SanDisk’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and are not being filed either as part of that Annual Report on Form 10-K or as a separate disclosure statement, and are not to be incorporated by reference into that Annual Report on Form 10-K or any other filing of SanDisk, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The foregoing certifications should not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section 18 or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. This Current Report (including the exhibit hereto) shall not be deemed to be an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

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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: March 26, 2003   By: /s/ Michael Gray
   
    Name: Michael Gray
Title: Chief Financial Officer

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Exhibit Index

     
Exhibit   Description
 
99.1   Certification of the Chief Executive Officer, Eli Harari, of SanDisk Corporation pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002; and
 
    Certification of the Chief Financial Officer, Michael Gray, of SanDisk Corporation pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

4 EX-99.1 3 f88701exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Eli Harari, Chief Executive Officer of SanDisk Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of SanDisk Corporation on Form 10-K for the fiscal year ended December 31, 2002 (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of SanDisk Corporation. By: /s/ Eli Harari --------------------------------- Eli Harari Chief Executive Officer March 26, 2003 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael Gray, Chief Financial Officer of SanDisk Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of SanDisk Corporation on Form 10-K for the fiscal year ended December 31, 2002 (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of SanDisk Corporation. By: /s/ Michael Gray --------------------------- Michael Gray Chief Financial Officer March 26, 2003 -----END PRIVACY-ENHANCED MESSAGE-----