-----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, HXE8sMTk6CAoO+Zn6FdlYd9x8m3vEfg5/E6P6VRom0j/nv1AZ2Y+tPebMY5G+5eq 7VoKvPbJv0KWL139dfiagw== 0001000180-99-000001.txt : 19990111 0001000180-99-000001.hdr.sgml : 19990111 ACCESSION NUMBER: 0001000180-99-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981227 ITEM INFORMATION: FILED AS OF DATE: 19990108 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: SEC FILE NUMBER: 000-26734 FILM NUMBER: 99502544 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 FORM 8-K 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 22, 1998 --------------------------- 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 ------------------------ None (Former name or former address, if changed since last report.) 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. 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. 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 ---------------------- Name: Cindy Burgdorf Title: Sr. VP Finance and Administration and Chief Financial Officer 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. EX-4 2 AMENDMENT TO RIGHTS AGREEMENT 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), 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. 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. 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 --------------------------------- Name: Cindy Burgdorf Title: Chief Financial Officer ACKNOWLEDGED AND AGREED: HARRIS TRUST AND SAVINGS BANK, as Rights Agent By: /s/ Ginger L. Lawrence ---------------------------------- Name: Ginger L. Lawrence Title: Trust Officer -----END PRIVACY-ENHANCED MESSAGE-----