-----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, PAP4l0/zC3qShoBVCoyxGW+qN80ZLD+t9DkWUGDIHwpCrSoLplV3qS+67q3Jc6+a iAu6db8qE7VptNtXH3IJOQ== 0000950134-05-004923.txt : 20050314 0000950134-05-004923.hdr.sgml : 20050314 20050314170016 ACCESSION NUMBER: 0000950134-05-004923 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 REFERENCES 429: 333-100231 REFERENCES 429: 333-101838 REFERENCES 429: 333-104387 REFERENCES 429: 333-92074 FILED AS OF DATE: 20050314 DATE AS OF CHANGE: 20050314 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-85686 FILM NUMBER: 05679008 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 POS AM 1 f06868posam.htm POST-EFFECTIVE AMENDMENT TO FORM S-3 posam
 

As filed with the Securities and Exchange Commission on March 14, 2005

Registration No. 333-85686

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 5 TO
Form S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SANDISK CORPORATION

(Exact name of registrant as specified in its charter)
     
Delaware   77-0191793
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

140 Caspian Court
Sunnyvale, California 94089
(408) 542-0500
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

Charles Van Orden, Esq.
Vice President, General Counsel and Secretary
SanDisk Corporation
140 Caspian Court
Sunnyvale, California 94089
(408) 542-0500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:

Timothy R. Curry, Esq.
O’Melveny & Myers LLP
2765 Sand Hill Road
Menlo Park, California 94025
Telephone: (650) 473-2600
Facsimile: (650) 473-2601

Approximate date of commencement of proposed sale to the public: The prospectus which constitutes a part of this Registration Statement No. 333-85686 was combined pursuant to Rule 429 under the Securities Act of 1933, as amended, with those prospectuses constituting a part of Registration Statement Nos. 333-92074, 333-100231, 333-101838 and 333-104387 (the “Related Registration Statements”). This post-effective amendment, along with the post-effective amendments to the Related Registration Statements being filed concurrently herewith, deregister $149,900,000 aggregate principal amount of 41/2% convertible subordinated notes due 2006 and an aggregate of 16,265,172 shares of common stock into which such notes were converted that remain unsold under the above registration statements as of the date hereof.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.o

 
 

 

 

TERMINATION OF OFFERING UNDER REGISTRATION STATEMENT

SanDisk Corporation, a Delaware corporation (the “Registrant”), registered the public offer and sale from time to time pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Act”), of $105,450,000 aggregate principal amount of 41/2% convertible subordinated notes due 2006 (the “Notes”), and 5,721,020 shares of the Registrant’s common stock issuable upon conversion of the Notes (the “Common Stock”) pursuant to Registration Statement No. 333-85686 originally filed with the Securities and Exchange Commission on April 5, 2002 (as amended, the “Registration Statement”), subsequently increased to 11,442,040 shares of Common Stock in connection with a two-for-one stock split of the Registrant’s common stock effective as of February 18, 2004. The Registration Statement was declared effective on June 21, 2002. Upon effectiveness and pursuant to Rule 429 of the Act, the Registration Statement was deemed to be subsequently amended by Registration Statement No. 333-92074, declared effective on July 30, 2002, Registration Statement No. 333-100231, declared effective on November 12, 2002, Registration Statement No. 333-101838, declared effective on January 28, 2003, and Registration Statement No. 333-104387, declared effective on May 12, 2003 (collectively, the “Related Registration Statements”). Pursuant to Rule 429 of the Act, the prospectuses constituting a part of the Registration Statement and the Related Registration Statements were combined.

Pursuant to an undertaking made in Item 17 of the Registration Statement, the Registrant hereby terminates the Registration Statement and removes from registration all of the Notes and Common Stock registered under the Registration Statement that remain unsold as of the date hereof. This post-effective amendment, along with the post-effective registration statements being filed concurrently herewith with respect to the Related Registration Statements, deregister $149,900,000 aggregate principal amount of 41/2% convertible subordinated notes due 2006 and an aggregate of 16,265,172 shares of common stock into which such notes were converted that remain unsold under the Registration Statement and the Related Registration Statements as of the date hereof. To date, all of the Notes have been converted into Common Stock and the Registrant’s contractual obligation to maintain the effectiveness of the Registration Statement and the Related Registration Statements has expired.

 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on the 14th day of March, 2005.

         
 
  SANDISK CORPORATION    
 
 
  By:   /s/ Eli Harari
     
  Name:   Eli Harari
  Title:   President and Chief Executive fficer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 5 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

         
Signature   Title    
         
/s/ Eli Harari
Eli Harari		   President, Chief Executive Officer and Director (Principal Executive Officer)   March 14, 2005
/s/ Judy Bruner
Judy Bruner		   Chief Financial Officer and Executive Vice President, Administration (Principal Financial and Accounting Officer)   March 14, 2005
*
Irwin Federman		   Chairman of the Board of Directors   March 14, 2005
*
James D. Meindl		   Director   March 14, 2005
*
Alan F. Shugart		   Director   March 14, 2005

* By:  /s/ Eli Harari
Eli Harari
Attorney-in-Fact

 

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