8-K

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): October 20, 2005

SanDisk Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	000-26734	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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 3.02 Unregistered Sales of Equity Securities
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 3.02 Unregistered Sales of Equity Securities

On October 20, 2005, SanDisk Corporation, a Delaware corporation (“SanDisk”), Mike Acquisition Company LLC, a Delaware limited liability company and a direct wholly owned subsidiary of SanDisk (“Mike”), Matrix Semiconductor Inc., a Delaware corporation (“Matrix”), and certain other parties, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) providing for the merger of Matrix with and into Mike (the “Merger”). The Merger is expected to close before the end of 2005, subject to the satisfaction of certain customary conditions, including obtaining the approval of Matrix’s stockholders as well as applicable regulatory approvals.

In accordance with the terms of the Merger Agreement, SanDisk has agreed to acquire all of the outstanding shares of capital stock of Matrix and to assume Matrix’s outstanding options and other equity compensation awards in exchange for approximately $12 million in cash and a number of shares of common stock, par value $0.001, of SanDisk (the “SanDisk Common Stock”) equal to approximately $238 million divided by the average closing price of the SanDisk Common Stock over five consecutive trading days leading up to the closing of the Merger. The Merger Agreement also contains a so-called collar, which limits the number of shares of SanDisk Common Stock issuable in the Merger if there is a dramatic increase or decrease in the price of shares of SanDisk Common Stock.

The shares of common stock to be issued by SanDisk in the Merger are expected to be issued in reliance upon an exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, for the issuance and exchange of securities approved, after a public hearing upon the fairness of the terms and conditions of the exchange by a state commission authorized by law to grant such approval. SanDisk intends to apply for such a public fairness hearing before the Commissioner of the California Department of Corporations, in accordance with Section 25142 of the California Corporate Securities Law of 1968. If such approval is obtained, the shares issued in the Merger will be freely tradable, subject to certain restrictions set forth in Rule 145 of the Securities Act of 1933. The Merger Agreement provides, among other things, that SanDisk will seek to register the shares of common stock to be issued in the

Merger under the Securities Act of 1933 if SanDisk is unable to rely on the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of SanDisk, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall be deemed to be “furnished” and therefore shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Number		Description of Document
	99.1	Press Release of SanDisk Corporation dated October 20, 2005.

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: October 24, 2005	By:	/s/ Judy Bruner
		Name:	Judy Bruner
		Title:	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit
Number		Description of Document
	99.1	Press Release of SanDisk Corporation dated October 20, 2005.

EX-99.1

Exhibit 99.1

SANDISK CONTACTS:	MATRIX CONTACTS:
Media:	Media:
Bob Goligoski (bgoligoski@SanDisk.com)	Jane Dryden (jane@drydenmg.com)
(408) 542-0463	Dryden Marketing Group
	(408) 249-9608
Investors:	Investors:
Lori Barker (lbarker@SanDisk.com)	Nivita Banthia (nbanthia@Matrix.com)
(408) 542-9565	(408) 869-8943

MATRIX AGREES TO ACQUISITION BY SANDISK

SUNNYVALE, CALIFORNIA, October 20, 2005, SanDisk® Corporation (NASDAQ: SNDK) and Matrix Semiconductor, Inc. today announced that they signed a definitive agreement for SanDisk to acquire Matrix®. Matrix is a privately held company based in Santa Clara, California that has been developing and supplying 3-D integrated circuit (three dimensional) one-time programmable (OTP) technology since its inception in 1998. Matrix® 3-D Memory is used for storage applications that do not require multiple rewrites and where low cost is the paramount consideration, such as video games, music and other content, or for archiving.

The Matrix technology can achieve low cost by building multiple layers of memory arrays on a standard silicon substrate so that active circuitry is not confined to the silicon surface but extends vertically as well. Because OTP technology is not rewritable once programmed, it complements rather than directly competes with Flash memory, which is rewritable but more costly. Matrix has over 100 U.S. issued patents in 3-D integrated circuit technology. SanDisk intends to support and sell Matrix’s 3D OTP products through its various sales channels and will work closely with Matrix’s customers to assure continuity of supply during the transition.

“We have high regard for the Matrix team and welcome them to SanDisk. Use of the Matrix 3-D Memory extends beyond video games and hopefully will play an important role in content distribution such as incorporation in our recently launched Gruvi cards for secure distribution of premium music titles and other preloaded content in handsets,” said Eli Harari, Chief Executive Officer of SanDisk.

“The Matrix team is excited about joining SanDisk and fulfilling our vision of 3-D memory technology,” said Dennis Segers, President of Matrix Semiconductor. “Joining SanDisk will provide us with financial, manufacturing, marketing and sales channel resources to help establish Matrix 3DM as a mainstream storage technology for a broad range of consumer applications.”

The acquisition consideration will be approximately $250 million, consisting of approximately $238 million of newly issued SanDisk shares and equity incentives and approximately $12 million of cash. The closing of the acquisition is subject to regulatory

-more-

approval and the satisfaction of standard conditions. The parties expect to complete the acquisition by the end of 2005.

Forward-Looking Statements

This news release contains forward-looking statements about expectations of achieving commercialization of 3-D Memory, expectations of future revenues from and applications for 3-D Memory, expectations regarding the acquisition’s dilutive effect on SanDisk’s 2006 earnings per share and expectations concerning the successful integration and continuation of Matrix’s business and operations. There are numerous risks and uncertainties that may cause the forward-looking statements in this news release to be inaccurate and that may significantly and adversely affect the combined company’s business, financial condition and results of operations. Risks that may cause these forward-looking statements to be inaccurate include among others: the combined company’s failure to successfully commercialize 3-D Memory or to achieve future revenue from 3-D Memory applications, loss of key customers, loss of key employees, loss in value or use of any material portion of Matrix’s patent portfolio, higher than expected operating expenses, unanticipated costs of integration, the risk that the acquisition is not consummated due to the failure to obtain regulatory approval or the failure to satisfy one or more conditions precedent, diversion of management attention from its core business, and other risks detailed from time-to-time in SanDisk’s Securities and Exchange Commission filings and reports, including, but not limited to, its Form 10-K for the year ended January 2, 2005 and its quarterly reports on Form 10-Q. Future results may differ materially from those previously reported. The companies do not intend to update the information contained in this release.

About SanDisk
SanDisk is the original inventor of flash storage cards and is the world’s largest supplier of flash data storage card products using its patented, high-density flash memory and controller technology. SanDisk is headquartered in Sunnyvale, CA and has operations worldwide, with more than half its sales outside the U.S.

About Matrix Semiconductor
Matrix Semiconductor, Inc. is the creator and developer of the world’s first three-dimensional integrated circuits. Matrix’s first product, Matrix® 3-D Memory (3DM), is a low cost, high density line of permanent, one time programmable, non-volatile memory that is compatible with existing standards. Matrix 3-D Memory accelerates time-to-market for publishers of digital content and is targeted for use in portable consumer electronic devices. Privately held, Matrix is headquartered in Santa Clara, California. Additional information may be found at: http://www.Matrixsemi.com

SanDisk is a trademark of SanDisk Corporation, registered in the United States and other countries.
Matrix is a trademark registered by Matrix Semiconductor, Inc.

No Public Offering

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there by any sale of securities in any jurisdiction in which such solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

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